Auditor Report of Pro Clb Global Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of Pro CLB Global Limited
(“the Company”) (formerly known as Provestment Services Limited), which comprise the Balance
Sheet as at 31 March, 2025, the Statement of Profit and Loss (including Other Comprehensive
Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended,
and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid 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 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 31 March, 2025, its profit including other comprehensive
income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. 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 together with the ethical requirements that
are relevant to our audit of the standalone financial statements under the provisions of the
Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the 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 financial statements.

Emphasis of Matter

We draw attention to Note 33 of the financial statements, which describes that The Company has
entered into a Collaboration Agreement on dated July 02, 2018, with M/S ANA Resorts Private
Limited to develop a commercial property located at plot no 29, Shanker Road, New Delhi. During
the previous years, the Company has made capital advance amounting to Rs. 4.50 Crore for the
development of the said commercial property, which is still outstanding as at the close of the year.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the standalone financial statements 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.

Responsibility of Management 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 including
other comprehensive income, cash flows and changes in equity of the Company in accordance with
accounting principles generally accepted in India, including the Indian Accounting Standards (Ind
AS) specified under section 133 of the Act, read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended from time to time.

This responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and the design,
implementation and maintenance of adequate internal financial control that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the 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 financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so. Those Board of
Directors are also responsible for overseeing the company’s fina ncial reporting process.

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

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies
Act, 2013, 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 management & Board of Directors.

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

(c) The Ind-AS standalone financial statements i.e., Balance Sheet, Statement of Profit and Loss
including the Statement of Other Comprehensive Income, the Cash Flow Statement and
Statement of Changes in Equity dealt with by this Report are in agreement with the books of
account;

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

(e) On the basis of written representations received from the directors and the same was taken on
record by the Board of Directors, none of the directors is disqualified as on 31 March, 2025,
from being appointed as a director in terms of section 164 (2) of the Act;

(f) 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(16) of the Act.

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

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

i. The Company has no pending litigations on its financial position in its standalone
financial statements.

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

iii. During the period there is no requirement of any amount to be transferred of an
unclaimed dividend to the Investor Education and Protection fund under section 124(5) of
the Companies Act, 2013

iv. a) The management has represented that, to the best of its knowledge and belief, no funds
have been advanced or loaned or invested (either from borrowed funds or 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) Whether the management has represented, that, to the best of its knowledge and
belief, other than as disclosed in the notes to the accounts, 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; and

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

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

vi. Our audit included examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements and this included an assessment of the adequacy
and completeness of the audit trail. Based on our examination which included test checks
of audit trail, we did not come across any instance, where the audit trail is not maintained.

Reporting on Rules 11 (g) is applicable form the financial year 2024-25. Accordingly, this reporting
w.r.t. preservation of audit trail would be relevant from the second year i.e., financial year 2024-25.

For Ahuja Arun & Co.

Chartered Accountants

ICAI Firm Registration Number 012985N

CA Arun Ahuja

Partner

Membership Number: 089709
Place of Signature: New Delhi
Date: 02.08.2025
UDIN:

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Mar 31, 2024

Report on the Audit of the Standalone Financial Statements for the financial year 2023-24 Opinion

We have audited the accompanying standalone financial statements of Pro CLB Global Limited (“the Company”) (formerly known as Provestment Services Limited), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 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, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. 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 together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the 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 financial statements.

Emphasis of Matter

We draw attention to Note 33 of the financial statements, which describes that The Company has entered into a Collaboration Agreement on dated July 02, 2018, with M/S ANA Resorts Private Limited to develop a commercial property located at plot no 29, Shanker Road, New Delhi. During the previous years, the Company has made capital advance amounting to Rs. 4.50 Crore for the development of the said commercial property, which is still outstanding as at the close of the year.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements 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.

Responsibility of Management 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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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 financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the company’s financial reporting process.

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

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, 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 management & Board of Directors.

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

(c) The Ind-AS standalone financial statements i.e., Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

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

(e) On the basis of written representations received from the directors and the same was 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) 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(16) of the Act.

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

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

i. The Company has no pending litigations on its financial position in its standalone financial statements.

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

iii. During the period there is no requirement of any amount to be transferred of an unclaimed dividend to the Investor Education and Protection fund under section 124(5) of the Companies Act, 2013

iv. a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either fromborrowed 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) Whether the management has represented, that, to the best of it’s knowledge and belief, other than as disclosed in the notes to the accounts, 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; and

(c) Based on such audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our notice that has

caused us to believe that the representations under sub- clause (a) and (b) contain any material misstatement.

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

vi. Our audit included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and this included an assessment of the adequacy and completeness of the audit trail. Based on our examination which included test checks of audit trail, we did not come across any instance, where the audit trail is not maintained.

Reporting on Rules 11 (g) is applicable form the financial year 2023-24. Accordingly, this reporting w.r.t. preservation of audit trail would be relevant from the second year i.e, financial year 2024-25.

For Ahuja Arun & Co.

Chartered Accountants

ICAI Firm Registration Number 012985N

CA Arun Ahuja

Partner

Membership Number: 089709 Place of Signature: New Delhi Date: 27.05.2024 UDIN: 24089709BKDHZS1175

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Mar 31, 2015

We have audited the accompanying financial statements of Provestment Services Limited ("The Company"), which comprise the Balance Sheet as at March 31, 2015, 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.

2. 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 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, 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.

3. Auditor's Responsibility

Our responsibility is to express an opinion on these 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 in accordance with Standards on Auditing specified under section 143(10). 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 financial statements.

4. 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.

(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 profit for the year ended on that date; and

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

5. Emphasis of Matters *(only if applicable)

(a) Without qualifying our opinion, we draw attention to note no. 3.38 to the financial statements which describes the amount recoverable under joint venture amounting Rs. 5,04,36,946/- whereas we are unable to comment on recovery of the said amount as the company has not make any provision against the said amount.

(b) Without qualifying our opinion, we draw attention to note no. 3.32 to the financial statements regarding with the related parties. There were material transactions with the various related parties with whom the company entered into contract.

6. Report on Other Legal and Regulatory Requirements

1. 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 the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that: a (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 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 aforesaid 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 31st March, 2015 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) The company has adequate internal financial controls system in place and such control are operating effectively.

(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 does not have any pending litigations which would impact its financial position.

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 Auditors' Report (Year 2014-2015)

(h) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As informed to us, the fixed assets have been physically verified by the management during the year. As informed to us, the discrepancies noticed during such physical verification, which are pending reconciliation/adjustment, are not material in nature. In our opinion, the verification programme should be such that all assets are verified at least once in every three years and physical verification should be properly documented.

ii) (a) The inventory of Foreign Currencies, Shares and Securities has been physically verified at reasonable intervals by the management.

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

(c) The Company has maintained proper records of inventory of foreign currency and no discrepancies were noticed on physical verification as compared with the book records but as regards Shares and Securities no proper records have been maintained.

iii) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. Accordingly, paragraph 3(iii)(a) and 3(iii)(b) of the order is not applicable to the company.

iv) In our opinion and according to the information and explanation given to us, the company has an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory (currency, shares & securities), and with regard to the sale of inventory (currency, shares & securities).

v) According to the information and explanation given to us, the company has not accepted any deposits from the public during the year covered by our audit report.

vi) The maintenance of cost records under sub section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

vii) (a) According to the books and records as produced and examined by us in accordance with Generally Accepted Auditing Practices in India and also based on management representations, undisputed statutory dues in respect of provident fund, employee state insurance, income tax, wealth tax, service tax, sales tax, value added tax, excise duty, cess and other material statutory dues have generally been regularly deposited by the company with the appropriate authorities in India.

(b) According to the records of the company, there are no dues of sales-tax, income-tax, service tax, customs tax, wealth-tax, excise duty, cess which have not been deposited on account of any dispute.

(c) According to the information and explanation given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the companies act,1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

viii) The Company has no accumulated losses at the end of the financial year The company has not incurred any cash losses during the financial year covered by the audit and in the immediately preceding financial year.

ix) Based on our Audit Procedures and on the information and explanation given to us by the management, in our opinion, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

x) According to the information and explanation given to us, the company has provided corporate guarantee for Euro 2,41,993.11 (Equivalent INR 1,62,80,000 as on 31.03.2015) favouring UBS AG Switzerland on behalf of Pro Labels Private Limited. In our opinion, the terms and conditions whereof are not prejudicial to the interest of the company.

xi) On the basis of the review of utilization of funds pertaining to term loans on an overall basis and related information made available to us, the term loan taken by the company have been applied for the purposes for which they are obtained.

xii) To the best of our knowledge and belief, and according to the information and explanation given to us, and records of the Company examined by us, no fraud on or by the Company has been noticed or reported during the course of our audit.

Place: New Delhi

Date: 30.05.2015

(CA. Arun Ahuja) Partner

For Ahuja Arun & Co.

Chartered Accountants M No.089709, FRN-012985N

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Mar 31, 2014

We have audited the accompanying financial statements of Provestment Services Limited which comprise the Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss Account 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 Accounting Standards notified under the Companies Act 1956 (the Act) read with the General Circular 15/2013 dated 13* September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. 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 requirement and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements, whether due to fraud and 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 qualified 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 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 Statements, of the cash flows for the year ended on that date.

Emphasis of Matter

Without qualifying our opinion, we draw attention to note no. 3.31, 3.35 & 3.36 regarding transactions with related parties. There was material movement of funds at various times among related parties with whom the companies entered into contracts.

Report on Other Legal and Regulatory Requirements

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

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

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

b) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books (and proper returns adequate for the purposes of our audit have been received from branches not visited by us);

c) The Balance Sheet, Statement of Profit and Loss and Cash flow statement dealt with by this report are in agreement with the books of account (and with the returns received from branches not visited by us);

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting notified under 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;

e) On the basis of written representations received from the Directors, as on 31s1 March, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 3151 March, 2014 from beinsj appointed as a Director in terms of clause
Annexure to the Auditors'' Report (Year 2013-2014)

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

(b) As informed to us, the fixed assets have been physically verified by the management during the year. As informed to us, the discrepancies noticed during such physical verification, which are pending reconciliation/adjustment, are not material in nature. In our opinion, the verification programme should be such that ail assets are verified at least once in every three years and physical verification should be properly documented.

(c) The company has not disposed off a*substantial part of its fixed assets during the year and the going concern status of the company is not affected except the vehicles sold for Rs. 10.75 lacs but it does not affect the going concern of the company.

2. (a) The inventory of Foreign Currencies, Shares and Securities has been physically verified at reasonable intervals by the management.

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

(c) The Company has maintained proper records of inventory of foreign currency and no discrepancies were noticed on physical verification as compared with the book records but as regards Shares and Securities no proper records have been maintained.

3. In respect of the loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

(a) The Company has given loans to two parties covered in the register maintained under section 301 of the Act. The opening balance is Rs. Nil, maximum amount outstanding at any time during the year is Rs 2.21 lacs and closing balance is Rs.Nil.

(b) As per the information and records made available, the rate of interest and other terms and conditions of loans granted by the company are prima facie not prejudicial to the interest of the company except to the extent that there are no covenants with regard to the repayment/payment of loan and interest thereon and security;

(c) In respect of aforesaid loans granted, whether the amount (principal as well as interest) has been repaid/paid regularly or not cannot be commented upon, as there is no stipulation as regard to the repayment/ payment of the amount;

(d) As per the information given to us and on the basis of records made available to us, the company has taken reasonable steps for the recovery of the overdue amount;

(e)As per the information and records made available, the Company has taken unsecured loans from two companies listed in the register maintained under section 301 of the Act. The opening balance is Rs. Nil, the maximum amount involved at any time during the period was aggregating to Rs. 159 lacs and the closing balance is Rs. 140 lacs.

(f) As per the information and records made available, the rate of interest and other terms and conditions of loans taken by the Company are prima facie not prejudicial to the interest of the company.

(g) In respect of aforesaid loans taken, whetner the amount (principal as well as interest) has been paid regularly or not cannot be commented upon, as there is no stipulation as regard to the repayment of the amount;

4. In our opinion and according to the information and explanation given to us, the company has an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory (currency, shares & securities), and with regard to the sale of inventory (currency shares & securities).

5. (a) As explained to us and based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 have been so entered.

(b) As explained to us and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements under Section 301 and exceeding the value of five lac rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanation given to us, the company has not accepted deposits from the public during the year covered by our audit report in respect to provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

8. The maintenance of cost records under section 209(1) (d) of the Companies Act, 1956, is not applicable to the Company.

9. (a) According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, and cess were outstanding, as at 31st March, 2014 for a period of more than six months from the date they become payable.

(b) According to the records of the company, there are no dues of sales-tax, income- tax, service tax, customs tax, wealth-tax, excise duty, cess which have not been deposited on account of any dispute.

10. The Company has no accumulated losses at the end of the financial year The company has not incurred any cash losses during the financial year covered by the audit and in the immediately preceding financial year.

11. Based on our Audit Procedures and on the information and explanation given to us by the management, in our opinion, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanation 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.

13. The company is not a chit fund or a nidhi/mutual benefit fund/society, therefore, the clause 4 (xiii) of the Order is not applicable to the company

14. a) According to the information and explanations given to us proper records have been maintained in respect of the transactions and contracts and timely entries have been made therein in respect of shares, securities, debentures and other investments dealt with or traded by the company;

b) As explained to us, the Shares, Securities or Debentures and other securities have been held by the Company, in its own name.

15. According to the information and explanation given to us, the company has provided corporate guarantee for Euro 3,63,000 (Equivalent INR 298.30 lacs as on 31.03.2014) favouring UBS AG Switzerland on behalf of Pro Labels Private Limited. In our opinion, the terms and conditions whereof are not prejudicial to the interest of the company.

16. On the basis of the review of utilization of funds pertaining to term loans on an overall basis and related information made available to us, the term loan taken by the company have been applied for the purposes for which they are obtained.

17. According to the Cash Flow Statement and other records examined by us and the information and explanation given to us, on an overall basis, funds raised on short- term basis have not prima facie, been used during the year for long - term investment and vice versa except permanent working capital.

18. We are informed that the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued debentures and hence requirement of reporting regarding creation of securities or charges in respect of debentures issued does not arise.

20. During the financial year covered by our audit, the company has not raised any money by way of public issue.

21. To the best of our knowledge and belief, and according to the information and explanation given to us, and records of the Company examined by us, no fraud on or by the Company has been noticed or reported during the course of our audh.

For Ahuja Arun & Co. Chartered Accountants

Sd/- (CA. Arun Ahuja) Partner M No.089709, FRN-012985N

Place: New Delhi Date: 30/05/2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Provestment Services Limited which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss Account 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 Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. 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 requirement and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements, whether due to fraud and 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 Balance Sheet, of the state of affairs of the Company as at March 31,2013;

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

(c) in the case of the Cash Flow Statements, of the cash flows for the year ended on that date.

Emphasis of Matter

Without qualifying our opinion, we draw attention to note no. 3.30 regarding transactions with related parties. There was material movement of funds at various times among related parties with whom the companies entered into contracts.

Report on Other Legal and Regulatory Requirements

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

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

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

b) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books (and proper returns adequate for the purposes of our audit have been received from branches not visited by us);

c) The Balance Sheet, Profit and Loss account and Cash flow statement dealt with by this report are in agreement with the books of account (and with the returns received from branches not visited by us);

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 Companies Act, 1956;

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

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 (Year 2012-2013)

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

(b) As informed to us, the fixed assets have been physically verified by the management during the year. As informed to us, the discrepancies noticed during such physical verification, which are pending reconciliation/adjustment, are not material in nature. In our opinion, the verification programme should be such that all assets are verified at least once in every three years and physical verification should be properly documented.

2. (a) The inventory of Foreign Currencies, Shares and Securities has been physically verified at reasonable intervals by the management.

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

(c) The Company has maintained proper records of inventory of foreign currency and the discrepancies were noticed on physical verification as compared with the book records.

3. (a) As per the information and records made available, the Company has granted unsecured loans to five companies listed in the register maintained under section 301of the Act. The maximum amounts involved during the period were aggregating to Rs. 1.07crores with nil balances as at the close of year.

(b) As per the information and records made available, the rate of interest and other terms and conditions of loans granted by the company are prima facie not prejudicial to the interest of the company except to the extent that there are no covenants with regard to the repayment/payment of loan and interest thereon and security;

(c) In respect of aforesaid loans granted, whether the amount (principal as well as interest) has been repaid/ paid regularly or not cannot be commented upon, as there is no stipulation as regard to the repayment/ payment of the amount;

(d) As per the information given to us and on the basis of records made available to us, the company has taken reasonable steps for the recovery of the overdue amount;

4. In our opinion and according to the information and explanation given to us, there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory (currency, shares & securities), and with regard to the sale of inventory (currency, shares & securities) subject to the internal control procedure need to be strengthened. We are informed that the management is taking further steps to strengthen the internal control procedures.

5. (a) As explained to us and based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 have been so entered.

(b) As explained to us and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements under Section 301 and exceeding the value of five lac rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanation given to us, the company has not accepted deposits from the public during the year covered by our audit report in respect to provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

7. The Company has an internal audit system, the scope and coverage of which in our opinion, is required to be enlarged to be commensurate with the size and nature of its business.

8. The maintenance of cost records under section 209(1) (d) of the Companies Act, 1956, is not applicable to the Company.

9. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, and cess were outstanding, as at 31st March, 2013 for a period of more than six months from the date they become payable.

10. The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses during the financial year.

11. Based on our Audit Procedures and on the information and explanation given to us by the management, in our opinion, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanation 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.

13. The company is not a chit fund or a nidhi/mutual benefit fund/society, therefore, the clause 4 (xiii) of the Order is not applicable to the company

14. a) According to the information and explanations given to us proper records have been maintained in respect of the transactions and contracts and timely entries have been made therein in respect of shares, securities, debentures and other investments dealt with or traded by the company;

b) As explained to us, the Shares, Securities or Debentures and other securities have been held by the Company, in its own name.

15. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. On the basis of the review of utilization of funds pertaining to term loans on an overall basis and related information made available to us, the term loan taken by the company have been applied for the purposes for which they are obtained.

17. According to the Cash Flow Statement and other records examined by us and the information and explanation given to us, on an overall basis, funds raised on short-term basis have not prima facie, been used during the year for long – term investment and vice versa except permanent working capital.

18. We are informed that the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued debentures and hence requirement of reporting regarding creation of securities or charges in respect of debentures issued does not arise.

20. During the financial year covered by our audit, the company has not raised any money by way of public issue.

21. To the best of our knowledge and belief, and according to the information and explanation given to us, and records of the Company examined by us, no fraud on or by the Company has been noticed or reported during the course of our audit.

Place: New Delhi

Date: 30/05/2013 Sd/-

(CA. Arun Ahuja)

Partner For Ahuja Arun& Co.

Chartered Accountants

M No.089709, FRN-012985N

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Mar 31, 2012

1) We have audited the attached Balance Sheet of Provestment Services Limited as at 31st March 2012, and also the Profit and loss Account 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 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 sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4) Further to our comments in the Annexure referred to above, we report that:

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

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

c) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the accounts comply with the accounting standards referred to in section 211 3C of Companies Act, 1956.

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

f) In our opinion and to the best of our information and according to the explanation given to us, they said Balance Sheet and Profit and Loss Account, together with notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012.

I) In the case of the Profit & Loss Account, of the profit for the year ended on that day.

II) In the case of the Cash Flow Statements, of the cash flows for the year ended on that date.

PROVESTMENT SERVICES LIMITED

Annexure to the Auditors' Report (Year 2011-2012)

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

(b) All the assets have been physically verified by the management during the year. There is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any Fixed Assets during the year.

2. (a) The inventory of Foreign Currencies, Shares and Securities has been physically verified 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) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining reasonable proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. i) According to information and explanation given to us, during the year the company has not granted any loans, secured or unsecured to firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. However, during the year the company has applied shares worth Rs 777.66 lacs in three companies covered in the register maintained under section 301 of the Companies Act 1956. Due to non allotment of shares, the company received refund of share application money amounting Rs. 857.51 lacs. During the year, the Company has advanced Rs. 300 lacs to one of the Party covered in the register maintained under section 301 for Joint Venture in Real Estate Business.

ii) According to information and explanation given to us, the company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory (currency, shares & securities), fixed assets and with regard to the sale of inventory (currency, shares & securities). During the course of our audit, no major weakness has been noticed in the internal controls.

5. (a) Based on the audit procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 and exceeding the value of five lac rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanation given to us, the company has not accepted deposits from the public during the year covered by our audit report in respect to provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

8. The rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 not applicable to the Company.

9. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess were outstanding, as at 31st March, 2012 for a period of more than six months from the date they become payable.

10. The Company does not have any accumulated losses. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. According to the information and explanation given to us by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanation 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.

13. The company is not a chit fund or a nidhi /mutual benefit fund / society, therefore, the clause 4 (xiii) of the Order is not applicable to the company.

14. The Company is maintaining reasonable proper records of the transactions and contracts for dealing or trading in Shares, Securities or Debentures and other investments. As per information and explanations given to us, the Shares, Securities or Debentures and other instruments have been held by the Company in its own name.

15. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The company has taken ODP limit against assets of the company from Punjab & Sind Bank. The opening and closing balances outstanding amounting Rs. 3.13 crores and Rs. 4.77 crores respectively.

17. In our opinion and according to the information and explanation given to us, the funds raised on short-term basis have not been used for long-term investments and vice versa.

18. We are informed that the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued debentures and hence requirement of reporting regarding creation of securities or charges in respect of debentures issued does not arise.

20. During the financial year covered by our audit, the company has not raised any money by way of public issue.

21. Based upon the audit procedures performed and as per information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

Place: New Delhi

Date: 14/08/2012

(CA. Arun Ahuja) Partner

For Ahuja Arun & Co.

Chartered Accountants

M No.089709, FRN-012985N

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Mar 31, 2011

1) We have audited the attached Balance Sheet of Provestment Services Limited as at 31st March 2011, and also the Profit and loss Account 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 misstate- ment. 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 sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4) Further to our comments in the Annexure referred to above, we report that:

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

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

c) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the accounts comply with the accounting standards referred to in section 211 3C of Companies Act, 1956.

e) On the basis of written representations received from the Directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanation given to us, the said Balance Sheet and Profit and Loss Account, together with notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

I) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011.

II) In the case of the Profit & Loss Account, of the profit for the year ended on that day.

III) In the case of the Cash Flow Statements, of the cash flows for the year ended on that date.

Annexure to the Auditors' Report (Year 2010-2011)

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

(b) All the assets have been physically verified by the management during the year. There is a regular programme of verifi ca- tion which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has disposed off vehicle for Rs. 0.85 lacs, but the same does not affected the concept of going concern of the company.

2. (a) The inventory of Foreign Currencies, Shares and Securities has been physically verified 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) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining rea- sonable proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. i) According to information and explanation given to us, during the year the company has not granted any loans, secured or unsecured to firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. However, during the year the company has applied shares worth Rs 1054.30 lacs in five companies covered in the reg- ister maintained under section 301 of the Companies Act 1956. Due to non allotment of shares, the company received refund of share application money amounting Rs. 921.30 lacs. As at the close of year, the share application money pend- ing allotment with these companies amounting Rs. 133.00 Lacs.

ii) According to information and explanation given to us, the company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control system com- mensurate with the size of the company and the nature of its business with regard to purchases of inventory (currency, shares & securities), fixed assets and with regard to the sale of inventory (currency, shares & securities). During the course of our audit, no major weakness has been noticed in the internal controls.

5. (a) Based on the audit procedures applied by us and according to the information and explanation provided by the manage- ment, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 and exceeding the value of five lac rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanation given to us, the company has not accepted deposits from the public during the year covered by our audit report in respect to provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

8. The rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 not applicable to the Company.

9. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess were outstanding, as at 31st March, 2011 for a period of more than six months from the date they become payable.

10. The Company does not have any accumulated losses. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. According to the information and explanation given to us by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanation 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.

13. The company is not a chit fund or a nidhi /mutual benefit fund / society, therefore, the clause 4 (xiii) of the Order is not applicable to the company

14. The Company is maintaining reasonable proper records of the transactions and contracts for dealing or trading in Shares, Securities or Debentures and other investments. As per information and explanations given to us, the Shares, Securities or Debentures and other instruments have been held by the Company in its own name.

15. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The company has taken ODP limit against assets of the company from Punjab & Sind Bank. The opening and closing balances outstanding amounting Rs. 2.42 crores and Rs. 3.13 crores respectively.

17. In our opinion and according to the information and explanation given to us, the funds raised on short-term basis have not been used for long-term investments and vice versa.

18. We are informed that the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued debentures and hence requirement of reporting regarding creation of securities or charges in respect of debentures issued does not arise.

20. During the financial year covered by our audit, the company has not raised any money by way of public issue.

21. Based upon the audit procedures performed and as per information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

(CA. Arun Ahuja) Partner For Ahuja Arun & Co. Chartered Accountants M No.089709, FRN-012985N

Place : New Delhi Date : 18/08/2011

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Mar 31, 2010

1) We have audited the attached Balance Sheet of Provestment Services Limited as at 31st March 2010, and also the Profit and loss Account 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 misstate- ment. 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 sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4) Further to our comments in the Annexure referred to above, we report that:

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

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

c) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the accounts comply with the accounting standards referred to in section 211 3C of Companies Act, 1956.

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

f) In our opinion and to the best of our information and according to the explanation given to us, the said Balance Sheet and Profit and Loss Account, together with notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

I) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010.

II) In the case of the Profit & Loss Account, of the profit for the year ended on that day.

III) In the case of the Cash Flow Statements, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS’ REPORT (Year 2009-2010)

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

(b) All the assets have been physically verified by the management during the year. There is a regular programme of verifi ca- tion which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has disposed off vehicle for Rs. 1.80 lacs, but the same does not affected the concept of going concern of the company.

2. (a) The inventory of Foreign Currencies, Shares and Securities has been physically verified at reasonable intervals by the management.

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining rea- sonable proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. i) According to information and explanation given to us, the company has during the year not granted any loans, secured or unsecured to firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. During the year the company has applied shares worth Rs 34.30 lacs in four companies covered in the register maintained under section 301 of the Companies Act, but due to non allotment of shares the same was received as refund by the company.

ii) According to information and explanation given to us, the company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control system com- mensurate with the size of the company and the nature of its business with regard to purchases of inventory (currency, shares & securities), fixed assets and with regard to the sale of inventory (currency, shares & securities). During the course of our audit, no major weakness has been noticed in the internal controls.

5. (a) Based on the audit procedures applied by us and according to the information and explanation provided by the manage- ment, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 have been so entered.

(b) According to the information and explanation given to us, the transactions made in pursuance of contracts or arrange- ments entered in the registers maintained under Section 301 and exceeding the value of five lac rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanation given to us, the company has not accepted deposits from the public during the year covered by our audit report in respect to provisions of sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

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

8. The rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 not applicable to the Company.

9. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess were outstanding, as at 31st March, 2010 for a period of more than six months from the date they become payable.

10. The Company does not have any accumulated losses. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. According to the information and explanation given to us by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanation 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.

13. The company is not a chit fund or a nidhi /mutual benefit fund / society, therefore, the clause 4 (xiii) of the Order is not applicable to the company

14. The Company is maintaining reasonable proper records of the transactions and contracts for dealing or trading in Shares, Securities or Debentures and other investments. As per information and explanations given to us, the Shares, Securities or Debentures and other instruments have been held by the Company in its own name.

15. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The company has taken ODP limit against assets of the company from Punjab & Sind Bank. The opening and closing balances outstanding amounting Rs. 2.25 crores and Rs. 2.43 crores respectively.

17. In our opinion and according to the information and explanation given to us, the funds raised on short-term basis have not been used for long-term investments and vice versa.

18. We are informed that the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued debentures and hence requirement of reporting regarding creation of securities or charges in respect of debentures issued does not arise.

20. During the financial year covered by our audit, the company has not raised any money by way of public issue.

21. Based upon the audit procedures performed and as per information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

FOR AHUJA ARUN & CO. Chartered Accountants

Sd/- (ARUN AHUJA) Partner

Place : New Delhi Dated : 17/07/2010