Auditor Report of Real Growth Corporation Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of M/s Real Growth Commercial Enterprises Limited ( the Company ), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss, cash flow for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters 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 (Account) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities) selection and application of appropriate accounting policies) making judgements and estimates that are reasonable and prudent) and design, implementation and maintenance of 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 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 have taken into account the provisions of the Act , the accounting and auditing standards and the 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 the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

Opinion

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

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

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

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

Report on other Legal & Regulatory Requirements

1. As required by the Companies (Auditor's Re port) 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 paragraphs 3 and 4 of the Order to the extent applicable.

2. A s 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 appears from our examination of those books.

c. The Balance Sheet the 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 referred to in section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

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

(i) The management has represented that the company does not have any pending litigations and hence no provision/disclosure has been made against the same.

(ii) That provision as required under the applicable laws or accounting standard for all the material foreseeable losses as represented to us & identifiable from the financial statements have been made in the books of accounts. The management has represented that all loans/advances & recoverable are good and fully recoverable.

(iii) There were no amount which was required to be transferred to Investor education & Protection fund.

ANNEXURE TO AUDITORS' REPORT

Referred to in paragraph 3 of the Auditors Report of even date to the members of REAL GROWTH COMMERCIAL ENTERPRISES LIMITED March 31,2015

(i)

(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 according to a regular program 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.

(ii)

(a) Traded Stock is purchased and sold in lots and it's inventory at year end is NIL. Inventory of commercial shops have been physically verified and certified by the management at the year end. In our opinion, the frequency of such verification is reasonable.

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

(c) The Company is maintaining proper records of inventory. The records of inventory maintained at the registered office are proper and no discrepancies have been stated to be noticed on verification between the physical stocks and the book records.

(iii) (a)The company has not granted loan to any parties covered in the register maintained under section 189 of the Companies Act.

(b) Since the company has not granted any loans as mentioned in (iii) (a) hence para iii (b) is not applicable.

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

(v) The company has not accepted any deposits and hence para (v) is not applicable.

(vi) The company is not required to maintain the cost records prescribed by the Central Government under subsection (1) of section 148 of the Companies Act.

(vii)

(a) The company is regular in depositing with appropriate authorities undisputed statutory dues including Income Tax, Service Tax, Cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, service tax, cess and other statutory dues were in arrears, as at 31st M arch 2015 for a period of more than six months from the date they become payable.

(b) According to the information and explanation given to us, there are no dues of service tax, income tax, cess and other statutory dues, which have not been deposited on account of any dispute.

(c) There were no amount which was required to be transferred to Investor education & Protection fund.

(viii) The Company does not have accumulated losses. The Comp any has not incurred any cash losses during the financial year covered by our audit and also in the immediately preceding financial year In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(ix) As informed to us & according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(x) The company has not taken any term loans & hence para (xi) is not applicable.

(xi) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For Serva Associates Chartered Accountants Firm Registration Number: 000272N

C.A. Nitin Jain Place of Signature: Delhi (Partner) Date: 27th April 2015 Membership Number: 506898