Auditor Report of Tradewell Holdings Ltd.

Mar 31, 2025

Tradewell Holdings Limited

Report on the Audit of Financial Statements

Opinion

We have audited the accompanying Financial Statements of Tradewell Holdings Limited (“the Company”), which comprise the Balance Sheet as at March 31,2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended and notes to financial statements including material accounting policies and other explanatory information (hereinafter referred to as “financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015, as amended and the accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at March 31,2025, the profit, total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Ind AS Financial Statements in accordance with the Standard on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the 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 financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial Statements of the current period. These matters were addressed in the context of our audit of the Financial Statements as a whole, and informing our opinion thereon, and we do not provide a separate opinion on these Key Audit Matters as per SA 701.

However, in our professional judgement and based on our detailed discussion with the management, we have determined that there are no key audit matters to communicate in our report.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS).

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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.

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

Auditor’s Responsibilitiesfor the audit of the 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 the 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 financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

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

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified Misstatements in the financial statements.

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of Section 143(11) of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

c. The balance sheet, the statement of profit and loss (including other comprehensive income), the statement of cash flow 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 financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

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

f. With respect to the adequacy of the internal financial controls over financial reporting with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure “B”.

g. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of Section 197(16) of the Act, as amended. In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 read with Schedule V of the Act.

h. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and

according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Financial Statements - Refer Note No.3, Note No. 6 and Note No. 15 to the Financial Statements.

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

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

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The company has not declared or paid any dividend during the year ended March 31,2025.

vi. Based on our examination which included test checks, except for the instances mentioned below, the Company has used accounting software for maintaining its books of account which, have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software. Further, where audit trail (edit log) facility was enabled and operated throughout the year for the respective accounting software, we did not come across any instance of the audit trail feature being tampered with.

For KNA Associates

Chartered Accountants

Firm Registration No. 014111N

SD/-

Anupam Shukla

Partner

Membership No.: 543052

UDIN: 25543052BMJICF4141

Date: May 30, 2025

Place: New Delhi

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Mar 31, 2024

We have audited the accompanying standalone financial statements of M/S Tradewell Holdings Limited (“the Company”),
which comprise the Balance Sheet as at 31st March, 2024, the Statement of Profit and Loss (including other comprehensive
income), the Statement of Changes in Equity and the Statement of Cash Flows Statement for the year 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 standalone
Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (Ind
AS) specified under section 133 of the Act, of the state of affairs of the Company as at March 31,2024, and its profit, the
comprehensive income, the change in equity and cash flows 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 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 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 opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed in the context of our audit of the financial statements, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

Information other than the Financial Statements and Auditors’ Report thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information
included in the Annual Report, but does not include the financial statements and our auditors’ report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in
the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Management’s 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 and financial statements that give a true and fair view of the financial position, financial
performance including other comprehensive income, cash flows and change in equity of the Company in accordance with
the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act. This responsibility also includes the
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 the frauds and other irregularities, selection and application of appropriate
accounting policies, making judgments and estimates that are reasonable and prudent, and design, implementation
and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements
that give a true and fair view and are free from any material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the 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 the 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 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 the 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.

• 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.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements
may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone
financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 issued by the Central Government of India in terms of
sub-section 11of 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, to the extent applicable.

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

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

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

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

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

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

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

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements
of Section 197(16) of the Act, as amended:

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

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

i. The Company has not disclosed the impact of pending litigation on its financial position in its Standalone
financial statements of lease hold residential plot carrying value of Rs.3.69 lakhs which is under dispute.

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

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

iv. (a). The Management has represented that, to the best of it’s 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 or entity, including foreign entities (“Intermediaries”), with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) . The Management has represented, that to the best of it’s knowledge and belief, no funds have been Received

by the Company from any person or entity,including foreign entities (“Funding Parties”), With the understanding,
whether recorded in writing or otherwise, that the Company shall, directly or indirectly,lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the Funding Party(“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) . Based on the audit procedures performed that have been considered reasonable and appropriate in the

circumstances, nothing has come to our notice that has caused us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e) as provided under paragraph 2(h)(iv) (a)&(b) above, contain any
material misstatement.

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

vi. Based on our examination which included test checks and in accordance with requirements of the implementation
Guide on Reporting of Audit trail under Rule 11(g) of the Companies (Audit and Auditors) Rules,2014,the company
has used accounting software for maintaining its books of account, which have a feature of recording audit trail(edit
log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective
software.

Further, where audit trail (edit log) facility was enabled and operated throughout the year, we did not come across any
instance of audit trail of feature being tempered with during the course of our audit.

The back up of audit trail (edit log) has been maintained on the servers physically located in India for the financial year
ended 31sth March,2024.

FOR SHYAM RASTOGI & CO.
Chartered Accountants
(FRN 506951C)
Sd/-

SHYAM RASTOGI

Place:- Delhi (Partner)

Date :- 30-05-2024 M.No.085687

UDIN:24085687BKFKRD1155

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Mar 31, 2015

We have audited the accompanying standalone financial statements of Brand Realty Services Ltd ("the Company), which comprise the Balance Sheet as at 31st March, 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.

Management,s Responsibility for the 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 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 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 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 matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor,s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company,s preparation and fair presentation of the financial statements 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 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 the presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31,2015, its profit, and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor,s report) Order, 2015 ("the Order") issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 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 written representations received from the directors as on March 31,2015, and taken on record by theBoard 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 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 litigation except the Lease hold Land where case is pending at Allahabad High Court as per explanation given by the management. Refer Note Number 28(d) of the Financial Statement.

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

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

ANNEXURE TO INDEPENDENT AUDITORS, REPORT OF BRAND REALTY SERVICES LIMITED

FOR THE YEAR ENDED 31st MARCH, 2015.

We report that:

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

(b) These fixed assets have been physically verified by the management during the year end and there is a regular program of periodical verification of all the fixed assets which in our opinion is reasonable. No material discrepancies were noticed on such verification and the same have been properly dealt with in the books of account.

(ii) (a) Physical verification of inventory of flats/shops has been conducted at reasonable intervals by the management during the year. In our opinion the frequency of verification is reasonable.

(b) The procedures of physical verification of inventory of flats/shops followed by the management 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 of flats/shops and no material discrepancies were noticed on physical verification.

(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 2013. Accordingly, the provisions of clause 3(iii) (a) and (b) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the 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 major weakness or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas.

(v) The Company has not accepted any deposits from the public.

(vi) In our opinion, the Central Government has not specified the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 for any of the services of the company.

(vii) (a) According to the information and explanations given to us, the company was generally regular in depositing dues in respect of statutory dues including provident fund, employees, state insurance, income-tax, wealth tax, service tax, cess and any other material statutory dues applicable to it.

(b) According to the records examined by us and information and explanation given to us, there are no disputed amounts due in respect of income tax and other statutory dues at the period ending 31st March 2015 for a period of more than six months

(c) As per the records, no amount was required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956. Thus, part ( c) of clause (vii) of paragraph 3 of the Order is not applicable to the Company.

(viii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(ix) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutations and bank.

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

(xi) To the best of our knowledge and belief and according the information and explanations given to us, in our opinion fresh term loans availed by the Company were, prima-facie applied by the Company during the year for the purpose for which the loans were obtained.

(xii) In our opinion and according the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year that causes the financial statements to be materially missated.

FOR R . RASTOGI & CO. Chartered Accountants, (Firm Registration No. 007527N)

Sd/-

Place: Delhi RAJESH RASTOGI Date : 29-05-2015 (Proprietor) M.No.86270

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Mar 31, 2014

We have audited the accompanying financial statements of Brand Realty Services Ltd ("the Company), which comprise the Balance sheet as at 31st March, 2014, the Statement of Profit and Loss and the 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

The Company''s Management is responsible for the preparation of these finanancial statements that give a true and fair view of the finanancial position, finanancial performance and cash flows of the Company in accordance with the Accounting Standards notiued under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in India 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 unancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements 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 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 the presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 of the Company 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies ( Auditor''s 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 and 5 of the Order.

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

( a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the 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, the Statement of Profit and Loss and the Cash Flow statement dealt with by this report of the company are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Prout and Loss, and the Cash Flow Statement comply with the Accounting Standards 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 the written representations received from the directors as on March 31,2014, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as director in terms of Section 274 (1) (g) of the Companies Act 1956.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT OF BRAND REALTY SERVICES LIMITED FOR THE YEAR ENDED 31st MARCH, 2014.

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements "our report of even date

I. (a) The company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets on the basis of available information.

(b) As explained to us,all the assets have been physically verified by the management during the year and there is a regular program of periodical verification of all the fixed assets which in our opinion is reasonable, having regard to the size of the company and nature of its fixed assets. No material discrepancies were noticed on such verification.

(c) In our opinion, no substantial part of fixed assets has been disposed off during the year and going concern status of the company is not affected.

II. (a) According to the information & explanation given to us, physical verification of inventories of flats/shops has been conducted at reasonable intervals by the management during the year. In our opinion the frequency of verification is reasonable.

(b) In our opinion the Company has maintained proper records of inventories of flats/shops and according to the information and explanation given to us no material discrepancies were noticed on the physical verification conducted by the management.

III. (a) According to the information and explanations given to us, the Company has not granted any secured or unsecured loan to companies, firms and other parties covered in the register maintained Under Section 301 of the Companies Act,1956, therefore other provisions of this clause of the order are not applicable.

(b) The company has taken unsecured loan from four parties listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was rupees 734,26,451.00, during the year the amount of loan received from parties was of rupees 508,54,076.50 and the year end balance of loan taken from such parties was rupees 432,21,100.00 (c ) No interest was paid on this loan taken from the related parties, since there is no schedule of repayment of principal on the loan taken by the company, therefore other provisions of this clause of the order are not applicable.

IV. In our opinion and according to the information and explanations 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 purchase of property, for purchase of shares and fixed assets and with regard to sale of property, shares and fixed assets , we have not observed any continuing failure the correct major weaknesses in internal control system.

V. (a) In our opinion and according to the information and explanations given to us, there is no transaction that needs to be entered into the Register in pursuance of Section 301 of the Companies Act, 1956.

(b) Other provision of this clause of the order is not applicable, hence not commented upon.

VI. In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public. Therefore, the provisions of clause 4(vi) of the Order are not applicable to the Company.

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

VIII. In the case of company the maintenance of cost record has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

IX . (a) According to the records of the company examined by us, in our opinion, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including income tax, service tax, wealth tax and other material statutory dues applicable to it.

(b) According to information and explanations given to us, there were no undisputed amounts payable in respect of income tax, service tax, wealth tax and other material statutory dues applicable to it, which have remained outstanding as at 31st March 2014for a period of more than six months from the date they became payable.

(c) According to information and explanations given to us, there were no dues of income tax ,service tax, wealth tax and other material statutory dues applicable to it, which has not been deposited on account of any dispute.

X. The Company does not have accumulated losses at the end of the current financial year and has not incurred cash losses either during the year or during the immediately preceding financial year.

XI. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to bank. Further, in our opinion and according to information and explanations given to us, the company did not have any amount outstanding to financial institutions or debenture holders.

XII. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII. The company is not a chit fund or a nidhi mutual benefit fund / society. Therefore the provisions of this clause of the order are not applicable to the company.

XIV. The Company is dealing on investments in shares , proper records have been maintained of the transactions and contracts and timely entries have been made therein, also shares have been held by the company in its own name.

XV. The Company has not given any guarantee for loans taken by others from bank or financial institutions during the year.

XVI. The Company has raised new term loan during the year of rupees 22 Lakhs from BMW India Financial Services Pvt. Ltd. against vehicle.The term

loan outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

XVII. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the nature of business is such that it is not possible to classify the deployment of funds into long term and short term.

XVIII. 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.

XIX. No debentures were issued by the company during the year.

XX. No money was raised by way of public issue during the year.

XXI. In our Opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

FOR R . RASTOGI & CO. Chartered Accountants, (Firm Registration No. 007527N)

Place: Delhi Date : 20-05-2014 RAJESH RASTOGI (Proprietor) M.No.86270

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Brand Realty Services Ltd ("the Company), which comprise the Balance sheet as at 31st March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 ("the Act). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessment, the auditor consider 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 audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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:

(i) In the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2013;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s Report) Order, 2003 ("the Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

(d) In our opinion , the Balance Sheet, the Statement of Profit & Loss and the Cash Flow Statement comply with Accounting Standards referred to in Sub Section (3C) of Section 211 the Companies Act, 1956.

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



ANNEXURE TO INDEPENDENT AUDITORS''REPORT OF BRAND REALTY SERVICES LIMITED FOR THE YEAR ENDED 31ST MARCH, 2013.

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" our report of even date

I. (a) The company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets on the basis of available information.

(b) As explained to us all the assets have been physically verified by the management during the year and there is a regular program of periodical verification of all the fixed assets which in our opinion is reasonable having regard to the size of the company and nature of its fixed assets. No material discrepancies were noticed on such verification.

(c) In our opinion no substantial part of fixed assets has been disposed off during the year & going concern status of the company is not affected.

II. (a) According to the information & explanation given to us, physical verification of inventories of flats/shops has been conducted at reasonable intervals by the management during the year. In our opinion the frequency of verification is reasonable.

(b) In our opinion the Company has maintained proper records of inventories of flats/shops and according to the information and explanation given to us no material discrepancies were noticed on the physical verification conducted by the management.

III. (a) According to the information and explanations given to us, the Company has not granted any secured or unsecured loan to companies, firms and other parties covered in the register maintained Under Section 301 of the Companies Act,1956, therefore other provisions of this clause of the order are not applicable.

(b) The company has taken unsecured loan from four parties listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was rupees 400,20,000.00, during the year the amount of loan received from parties was of rupees 435,73,722.00 and the year end balance of loan taken from such parties was rupees 400,20,000.00

(c) No interest was paid on this loan taken from the related parties, since there is no schedule of repayment of principal on the loan taken by the company, therefore other provisions of this clause of the order are not applicable.

IV. In our opinion and according to the information and explanations 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 purchase of property, for purchase of shares and fixed assets and with regard to sale of property, shares and fixed assets , we have not observed any continuing failure to correct major weaknesses in internal control system.

V. (a) In our opinion and according to the information and explanations given to us, there is no transaction that needs to be entered into the Register in pursuance of Section 301 of the Companies Act, 1956.

(b) Other provision of this clause of the order is not applicable, hence not commented upon.

VI. The company has not accepted deposits from the public within the meaning of section 58A & 58AA o. any other relevant provisions of the Act.

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

VIII. In the case of company the maintenance of cost record has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

IX. (a) According to the records of the company examined by us, in our opinion, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including income tax, service tax, wealth tax and other .naterial statutory dues applicable to it.

(b) According to information and explanations given to us, there were no undisputed amounts payable in respect of Income tax, service tax, wealth tax and other material statutory dues applicable to it, which have remained outstanding as at 31st March 2013 for a period of more than six months from the date they became payable.

(c) According to information and explanations given to us, there were no dues of Income tax, service tax, wealth tax and other material statutory dues applicable to it, which has not been deposited on account of any dispute.

X The Company does not have accumulated losses at the end of the current financial year and has not incurred cash losses either during the year or during the immediately financial year.

XI. The Company has not taken any loan from financial institutions but an OD limit of rupees 84 lakhs was sanctioned against Fixed Deposits by SBBJ in the previous year and there was no default in repayment of dues to bank.

XII. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII. The company is not a chit fund or a nidhi mutual benefit fund / society. Therefore the provision of this clause of the order are not applicable to the company.

XIV. The Company is dealing on investments in shares, proper records have been maintained of the transactions and contracts and timely entries have been made therein, also shares have been held by the company in its own name.

XV. The Company has not raised new term loan during the year except an outstanding loan against vehicle at the begining of the year and there was no default in repayment of principal and interest.

XVI. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the nature of business is such that it is not possible to classify the deployment of funds into long term and short term.

XVII. 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.

XVIII. No debentures were issued by the company during the year.

XIX No money was raised by way of public issue during the year.

XX In our opinion and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

FOR R . RASTOGI & CO.

Chartered Accountants

Place : Delhi (Registration No. 007527N)

Date : 20/05/2013 RAJESH RASTOGI

(Proprietor)

M.No. 86270

---

Mar 31, 2012

(1) We have audited the attached Balance Sheet of Brand Realty Services Ltd., Regd. Office at: S-8 & S-2, DDA Shopping Complex, Opp.- Pkt-1, Mayur Vihar Phase I,Delhi-110091 as at 31st March, 2012, Statement of Profit and Loss and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our report.

(2) We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount 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 ( Auditor's Report ) Order, 2003, as amended by the Companies ( Auditor's Report ) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A ) of Section 227 of 'The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

(d) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and Statement of Profit & Loss and Cash Flow Statement dealt with by report are, prepared in compliance of the applicable accounting standard referred to in Sub Section (3C) of Section 211 the Companies Act, 1956.

(e) Based on representations made by all the directors of the company, and the information and explanations as made available, directors of the company do not prima-facie have any disqualification as referred to in 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 explanations given to us, the said accounts read together with the other 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 principle generally accepted in India :-

(i) In the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2012 and

(ii) In the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITOR'S REPORT OF BRAND REALTY SERVICES LIMITED FOR THE YEAR

ENDED 31ST MARCH, 2012 Referred to in paragraph 3 of our report of even date

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

(b) All the assets have been physically verified by the management during the year and there is a regular program of periodical verification of all the fixed assets which in our opinion is reasonable having regard to the size of the company and nature of its fixed assets. No material discrepan- cies were noticed on such verification.

(c) No substantial part of fixed assets has been disposed off during the year.

II. (a) According to the information & explanation given to us, physical verification of inventories of flats/shops has been conducted at reasonable intervals by the management during the year. In our opinion the frequency of verification is reasonable.

(b) In our opinion the Company has maintained proper records of inventories of flats/shops and according to the information and explanation given to us no material discrepancies were noticed on the physical verification conducted by the management.

III. (a) According to the information and explanations given to us, the Company has not granted any secured or unsecured loan to companies, firms and other parties covered in the register maintained Under Section 301 of the Companies Act,1956, therefore other provisions of this clause of the order are not applicable.

(b) The company has taken unsecured loan from four parties listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was rupees 456,75,000.00 during the year the amount of loan received from parties was of rupees 516,89,258.00 and the year end balance of loan taken from such parties was rupees 223,95,000.00.

(c) No interest was paid on this loan taken from the related parties, since there is no schedule of repayment of principal on the loan taken by the company, therefore other provisions of this clause of the order are not applicable.

IV. In our opinion and according to the information and explanations 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 purchase of property, for purchase of shares and fixed assets and with regard to sale of property, shares and fixed assets , we have not observed any continuing failure to correct major weaknesses in internal control system.

V. (a) In our opinion and according to the information and explanations given to us, there is no transaction that needs to be entered into the Register in pursuance of Section 301 of the Companies Act, 1956.

(b) Other provision of this clause of the order is not applicable, hence not commented upon.

VI. The company has not accepted deposits from the public within the meaning of section 58A & 58AA or any other relevant provisions of the Act.

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

VIII. In the case of company the maintenance of cost record has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

IX . (a) According to the records of the company examined by us, in our opinion, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including income tax, and other material statutory dues applicable to it.

(b) According to information and explanations given to us, there were no undisputed amounts payable in respect of Income tax, and other material statutory dues applicable to it, which have remained outstanding as at 31st March 2012 for a period of more than six months from the date they became payable.

(c) According to information and explanations given to us, there were no dues of Income tax and other material statutory dues applicable to it, which has not been deposited on account of any dispute.

X. The Company has no accumulated losses at the end of the current financial year and has not incurred cash loss either during the year or during the immediately financial year.

XI. The Company has not taken any loan from financial institutions but an OD limit of rupees 84 lakhs was sanctioned against Fixed Deposits by SBBJ and there was no default in this loan.

XII. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII. The company is not a chit fund or a nidhi mutual benefit fund / society. Therefore this clause is not applicable to the company.

XIV. The Company is dealing on the derivative (shares) segment and also in/or trading in shares, securities, debentures and investments in shares, proper records have been maintained of the transactions and contracts and timely entries have been made therein, also shares, securities, debentures and other investments have been held by the company in its own name.

XV. The company has not granted loans and advances, on the basis of security by way of pledge of shares, debentures and other securities.

XVI. The Company has not received any term loan during the year except a loan against vehicle and there was no default in repayment of principal and interest.

XVII. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the nature of business is such that it is not possible to classify the deployment of funds into long term and short term.

XVIII. The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act.

XIX. No debentures were issued by the company during the year.

XX. No money was raised by way of public issue during the year.

XXI. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

FOR R . RASTOGI & CO. Chartered Accountants

Place : Delhi Date : 20/08/2012

RAJESH RASTOGI (Proprietor) M.No. 86270

---

Mar 31, 2010

(1) We have audited the attached Balance Sheet of Brand Realty Services Ltd., Regd. Office at: S-8 & S-2, DDA Shopping Complex, Opp.-Ptct-1, Mayur Vihar Phase I De!hi-110091 as at 31st March, 2010, Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our report.

(2) We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount 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 the 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, as amended by the Companies (Auditors Report) (Amendment)Order, 2004, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order of The Companies Act, 1956.

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

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

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

(c) The Balance Sheet, Profit and Loss Account and Cash Flow statement dealt with by the report of the company are in agreement with the books of account.

(d) In our opinion and to the best of our information and according to the explanations given to us, the Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by report are, prepared in compliance of the applicable accounting standard referred to in Sub Section (3C) of Section 211 the Companies Act, 1956.

(e) Based on representations made by all the directors of the company, and the information and explanations as made available, directors of the company do not prima-facie have any disqualification as referred to in 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 explanations given to us, the said accounts read together with the other 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 principle 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 and

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

(iii) In the case of cash flow statement, of cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT OF BRAND REALTY SERVICES LIMITED

A) As required by the Companies (Auditors Report) Order 2003 issued by the Central Government in terms of Section (4A) of Section 227 of the Companies Act,1956 as amended by the Companies (Auditors Report)(Amendment)Order, 2004 as referred to in paragraph 3 of our report of even date, we report that:

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

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

(c) No substantial part of fixed assets has been disposed off during the year.

II. (a) According to the information & explanation given to us, physical verification of inventories of flats/shops has been conducted at reasonable intervals by the management during the year. In our opinion the frequency of verification is reasonable.

(b) In our opinion the Company has maintained proper records of inventories of flats/shops and according to the information and explanation given to us no material discrepancies were noticed on the physical verification conducted by the management.

III. (a) According to the information and explanations given to us, the Company has not granted any secured or unsecured loan to companies, firms and other parties covered in the register maintained Under Section 301 of the Companies Act, 1956.

(b) According to the information and explanations given to us, the Company has not taken any secured cr unsecured loan from companies, firms and other parties covered in the register maintained Under Section 301 of the Companies Act, 1956 other than the unsecured loan taken of Rs.89,94,244/- from subsidiary company i.e. Brand Realty Private Limited, the maximum balance was of Rs.2,57,76,959/- and year end balance was Rs.89,94,244/-.

(c ) No interest was paid on this loan taken from subsidiary company, since there is no schedule of repayment of principal on the loan taken by the company, therefore other provisions of this clause of the order are not applicable.

IV. In our opinion and according to the information and explanations 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 purchase of property, for purchase of shares and fixed assets and with regard to sale of property, shares and fixed assets , we have not observed any continuing failure to correct major weaknesses in internal control system.

V. (a) In our opinion and according to the information and explanations given to us, there is no transaction that needs to be entered into the Register in pursuance of Section 301 of the Companies Act, 1956.

(b) Other provision of this clause of the order is not applicable, hence not commented upon.

VI. The company has not accepted deposits from the public within the meaning of section 58A & 58AA or any other relevant provisions of the Act.

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

VIII. In the case of company the maintenance of cost record has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

IX. (a) According to the records of the company examined by us, in our opinion, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including income tax, and other material statutory dues applicable to it.

(b) According to information and explanations given to us, there were no undisputed amounts payable in respect of income tax, and other material statutory dues applicable to it, which have remained outstanding as at 31st March 2010 for a period of more than six months from the date they became payable.

(c) According to information and explanations given to us, there were no dues of Income tax and other material statutory dues applicable to it, which has not been deposited on account of any dispute.

X. The Company has no accumulated losses at the end of the current financial year and has not incurred cash loss either during the year or during the immediately financial year.

XI. The Company had not taken any loan from bank or financial institution.

XII. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII. The company is not a chit fund or a nidhi mutual benefit fund / society. Therefore this clause is not applicable to the company.

XIV. The Company is dealing on the derivative (shares) segment and also in/or trading in shares, securities, debentures and investments in shares, proper records have been maintained of the transactions and contracts and timely entries have been made therein: also shares, securities, debentures and other investments have been held by the company in its own name.

XV. The company has not granted loans and advances, on the basis of security by way of pledge of shares, debentures and other securities.

XVI. The Company has not received any fresh term loan during the year.

XVII. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the nature of business is such that it is not possible to classify the deployment of funds into long term and short term.

XVIII. The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act.

XIX. No debentures were issued by the company during the year.

XX. No money was raised by way of public issue during the year.

XXI. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

FOR R . RASTOGI & CO. Chartered Accountants

Place: Delhi

Date : 23/08/2010

RAJESH RASTOGI

(Proprietor)

M.No. 86270