Auditor Report of Brigade Enterprises Ltd.

Mar 31, 2025

1. We have audited the accompanying standalone
financial statements of Brigade Enterprises Limited
(''the Company''), which comprise the Standalone
Balance Sheet as at 31 March 2025, the Statement
of Standalone Profit and Loss (including Other
Comprehensive Income), the Standalone Statement
of Cash Flow and the Standalone Statement of
Changes in Equity for the year then ended, and notes
to the standalone financial statements, including
material accounting policy information and other
explanatory information.

2. I n our opinion and to the best of our information
and according to the explanations given to us, and
based on the consideration of the reports of the
other auditor as referred to in paragraph 16 below,
the aforesaid standalone financial statements give
the information required by the Companies Act,
2013 (''the Act'') in the manner so required and give
a true and fair view in conformity with the Indian
Accounting Standards (''Ind AS'') specified under
Section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015 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

3. We conducted our audit in accordance with the
Standards on Auditing specified under Section

143(10) of the Act. Our responsibilities under those
standards are further described in the Auditor''s
Responsibilities for the Audit of the Standalone
Financial Statements section of our report. We are
independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered
Accountants of India (''ICAI'') together with the
ethical requirements that are relevant to our audit
of the standalone financial statements under the
provisions of the Act and the rules 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 together with the audit evidence obtained
by the other auditor, in terms of their reports referred
to in paragraph 16 of the Other Matter section below
is sufficient and appropriate to provide a basis for
our opinion.

Emphasis of Matter

4. We draw attention to Note 34(c)(i) to the standalone
financial statement, in connection with ongoing legal
proceedings with respect to certain outstanding
land advances. Based on legal assessment of the
matter, the management has considered these
advances as good and recoverable.

Our opinion is not modified in respect of this matter.

Key Audit Matters

5. 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.

6. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
1. Revenue recognition for sale of real estate property
Refer note 2.2(h)(i) and 24 to the accompanying standalone	Our audit procedures on revenue recognised from
financial statements for the material accounting policy	sale of real estate property included, but were not
information on revenue recognition for sale of real estate	limited to, the following:
property and related disclosures.	• Evaluated the appropriateness of accounting
The Company applies Ind AS 115, Revenue from Contracts	policy for revenue recognition on sale of real
with Customers (''Ind AS 115'') for recognition of revenue	estate property in terms of principles enunciated
from sale of real estate property including revenue from joint development agreements.	under Ind AS 115; • Understood the revenue recognition process,
Revenue is recognised upon transfer of control of	evaluated the design and implementation, and
residential/commercial units to customers for an amount	tested the operating effectiveness of key controls
which reflects the consideration the Company expects	over revenue recognition including determination
to receive in exchange for those units. The ''transfer of control'' for the said revenue stream is determined to be	of satisfaction of performance obligations as per Ind AS 115 and of fair value of construction service
earlier of either: • on legal registration of the units; or	provided under the JDAs; • Inspected, on a sample basis, underlying customer
• on grant of unconditional physical possession of the	contracts, occupancy certificate, receipt of
units to the Customer	consideration, registered sale deed/ handover
For revenue contracts forming part of joint development	documents, as the case may be, evidencing the
arrangements (''JDA'') that are not jointly controlled	transfer of control of the residential/ commercial
operations and where the land owner is identified as	units to the customer based on which revenue is
a customer for the Company, the revenue from the	recognised at a point in time;
construction services is measured at the fair value	• For projects executed during the year as per
of the estimated construction service rendered by	JDAs, we have performed the following additional
the Company to the land owner under the JDA. Such revenue is recognised over time in accordance with the	procedures on a sample basis:
requirements of Ind AS 115.	- Inspected the JDAs entered into by the Company, including addendums thereto,
The above assessment requires significant judgment in	and identified the performance obligations
determining when ''control'' of the real estate property	under such contracts. Further, compared the
is transferred to the customer. Further, for projects	ratio of constructed area/ revenue sharing
executed through JDA, significant estimate is undertaken	arrangement between the Company and the
by management for determining the fair value of the	landowner as mentioned in the agreement to
estimated construction service.	the computation statement prepared by the
Considering the significance of management judgements	management;
and estimates involved and the materiality of amounts	- Obtained and examined the computation
involved, aforementioned revenue recognition is identified
	of the fair value of the construction service
as a key audit matter for current year''s audit.	under JDA with reference to project cost estimates and profit mark-up considered by the management in such computation; - Tested the computation for recognition of revenue over time for revenue contracts forming part of JDA and management''s assessment of stage of completion of projects and project cost estimates. • Assessed the adequacy of disclosures included in the standalone financial statements in compliance with the requirements of Ind AS 115.

Key audit matter	How our audit addressed the key audit matter
2. Assessment of the recoverability of the carrying value of Investment property including investment
properties under development and related fair value disclosures
Refer note 2.2(b) and 4 & 5 to the accompanying	Our audit procedures in assessing the recoverability
standalone financial statements for the accounting policy	of the carrying value of the investment properties
information on Investment property including investment	including investment properties under development
property under development and related disclosures.	and related fair value disclosures included, but were
As at 31 March 2025, the carrying value of the Investment	not limited to, the following: • Obtained an understanding from the
property is 5 130,835 lakhs and investment property under development is 5 145,333 lakhs. The carrying value of the investment property is carried at cost less accumulated depreciation and accumulated impairment loss, if any. The Company is also required to disclose the fair value of the investment properties in accordance with the requirements of Ind AS 40, Investment Property (''Ind AS 40'').	management with respect to its process of determination of carrying value of investment properties including investment properties under development and related fair value disclosures, including assumptions used and estimates made by the management in determining whether any impairment indicators exist and related fair valuations;
For investment properties where any impairment indicators are identified, the management performs	• Evaluated the appropriateness of accounting
an impairment testing by estimating the recoverable	policies with respect to initial recognition
amounts, being higher of the fair value less costs	and subsequent measurement of
of disposal and value-in-use. in accordance with	investment properties;
the principles of Ind AS 36, Impairment of Assets	• Evaluated the design and implementation, and
(''Ind AS 36'').	tested the operating effectiveness of internal
The management determines value-in-use using discounted cash flow method, which requires management to make significant estimates and assumptions relating to project cash flows, long-term growth rate and selection of appropriate discount rates. The management determines the fair value of the investment properties using the principles of Ind AS 113, Fair value measurement (''Ind AS	controls related to subsequent measurement and disclosures in respect of investment properties; • Verified on test check the basis, the underlying property documents and other records for determination of the Company''s right over the properties;
113'') with the help of external valuation experts, which	• Evaluated the Company''s use of inputs and
also requires management to make significant estimates and assumptions relating to the valuation methodology and other inputs used in the valuation model adopted, based on factors such as prevailing and expected future market conditions, and the individual nature, condition and location of each property.	assumptions in future cash flow projections for the purpose of value-in-use computation and fair valuations with respect to revenue and cost growth trends for reasonableness thereof, basis our understanding of the business;
	• Evaluated the competence and objectivity of the
Considering the materiality of the amounts involved and	external specialist involved by the management,
significant degree of judgement and subjectivity involved	if any, in fair valuation of investment properties;
in the valuation and key assumptions used in determining the fair value/ value-in-use, we have determined	• Engaged auditor''s valuation experts to assess
assessment of recoverability of the carrying value of	appropriateness of the valuation methodology
investment properties including investment properties	applied and the reasonableness of the valuation
under development and related fair value disclosures, as	assumptions used including discount rate and
a key audit matter for current year''s audit.	long-term growth rates;
	• Performed sensitivity analysis on these key
	assumptions to assess the degree of estimation uncertainty involved in the estimates; and
	• Assessed the adequacy and appropriateness
	of disclosures made by the management in the standalone financial statements in accordance
	with the accounting standards.

Key audit matter	How our audit addressed the key audit matter
3. Assessing the recoverability of carrying value of Inventories, advances paid towards land procurement and
deposits paid under joint development arrangements (‘JDAs’)
Refer note 2.2(f), 2.2(g), and 11, 10 & 9 to the standalone	Our audit procedures in assessing the recoverability
financial statements for accounting policy information on	of carrying value of the inventories, land advances
inventories, advances paid towards land procurement and	and deposits paid under JDA included, but were not
deposits paid under JDAs (financial asset) and related	limited to the following:
disclosures.	• Evaluated the appropriateness of accounting
As at 31 March 2025, the carrying value of the inventory is 5 488,656 lakhs, land advances is 5 5,352 lakhs and	policies with respect to inventories, land advances and deposits paid under JDAs as per the
refundable deposits paid under JDA is 5 33,432 lakhs,	principles of applicable accounting standards;
represents a significant portion of the Company''s total	• Evaluated the design and implementation, and
assets.	tested the operating effectiveness of internal
The inventories are carried at lower of cost and net	controls related to recoverability assessment
realisable value (''NRV''). The determination of the NRV	of inventory, land advances and deposits paid
involves estimates based on prevailing market conditions,	under JDAs;
estimated future selling price, cost to complete projects	• Understood and reviewed key assumptions used
and selling costs.	by the management in determination of the net
Advances paid by the Company to the seller/ intermediary towards outright purchase of land is recognised as ''land advance'' disclosed under other current/non-current	recoverable value; • For inventory balance:
assets until the legal title is transferred to the Company,	- Compared the NRV to recent sales made of
whereupon it is recognised as ''land stock'' under	units of the project or to the estimated selling
''Inventories''. Further, deposits paid under JDAs are in	price;
the nature of non-refundable/refundable deposits made	- Compared the estimated construction costs
by the Company for acquiring the related development rights under such JDAs. On the launch of the project, the non-refundable amount is transferred as land cost to	to complete each project with the Company''s updated budgets; and
work-in-progress.	• For land advances/ deposits paid under JDA:
The aforesaid deposits and advances are carried at the	• Obtained an update on the status of the
lower of the amount paid/payable and net recoverable	land acquisition/ project progress from the
value, which is based on the management''s assessment	management and verified the underlying
of the expected dates of commencement and completion	documents for related developments and
of the project, and the estimate of sale prices and	expected recoverability of advances paid on test
construction costs related to such projects.	check basis;
We identified the assessment towards recoverability of	• Carried out external confirmation procedures on
carrying value of inventory, land advances and deposits	sample basis to obtain evidence supporting the
paid under JDA as a key audit matter due to the	carrying value of land advance and deposits paid
significance of the balance to the standalone financial statements as a whole and the involvement of estimates	under JDA.
and judgement in the assessment.	• Assessed the adequacy of disclosures included in
	the standalone financial statements in compliance with the applicable accounting standards.

Key audit matter	How our audit addressed the key audit matter
4. Assessment of the recoverability of Investments in and loans given to subsidiaries
Refer note 2.2(s)(xii), 2.2(t) and 7 & 8 to the accompanying standalone financial statements for material accounting policy information on impairment for Investments in and loans given to subsidiaries and for related disclosures.	Our audit procedures in assessment of recoverability of investments in and loans given to subsidiaries included, but were not limited to, the following: • Assessed the appropriateness of the Company''s
As at the balance sheet date, the carrying amount of investment in and loans given to subsidiaries amount to 5 241,491 lakhs and 5 65,582 lakhs represents a significant portion of the Company''s total assets as on such date,	accounting policy as per the principles of applicable accounting standards; • Obtained an understanding of the management
respectively.	process and controls implemented by the Company for identification of possible
The recoverability of the above-mentioned balances is dependent on the operational performance of the subsidiaries. At each reporting date, management regularly reviews whether there are any indicators of impairment as per Ind AS 36, Impairment of Assets (''Ind AS 36'') and a possible increase in credit risk with respect to loans as	impairment indicators and determining impairment in the value of investment in / loans recoverable from subsidiaries, and evaluated the design and implementation, and tested the operating effectiveness of such controls;
per the principles of Ind AS 109, Financial Instruments.	• Assessed the financial condition of entities to
	whom loans were granted by inspecting the
The Management has assessed the recoverability of the	most recent audited financial statements of
said investment and loans, by carrying out a valuation of the underlying investment properties of certain	such entities;
subsidiaries with the help of an external valuation expert	• Performed inquiries with management on the
using discounted cash flow method and estimation	project status and future business plans of entities
of projected cash flow from the ongoing real estate	in which investments were made and loans were
projects, which requires management to make significant	granted to evaluate their recoverability;
estimates and assumptions relating to forecast of future business performance and selection of the discount rates	• Assessed the competence and objectivity
to determine the recoverable value to be considered for	of management''s expert involved by the
impairment testing of the carrying value of the investment.	management in determining the fair value of the underlying investment properties in the
Considering the materiality of amounts, complexities	subsidiary companies;
and judgement involved, and significant auditor attention required to test the management assessment, we have	• Assessed the valuation methodology and
identified this as a key audit matter for current year audit.	valuation assumptions used by management''s expert to estimate the recoverability of investment with the help of auditor''s valuation experts;
	• Evaluated the appropriateness of assumptions
	applied in determining key inputs such as discount rate and growth rates, based on our knowledge of the business and relevant external market conditions;
	• Tested mathematical accuracy of the projections
	and applied independent sensitivity tests to the key assumptions mentioned above to consider the impact of estimation uncertainty; and
	• Assessed the appropriateness and adequacy
	of disclosures made by the management in the standalone financial statements in accordance with applicable accounting standards.

Information other than the Standalone Financial

Statements and Auditor’s Report thereon

7. The Company''s Board of Directors are responsible
for the other information. The other information
comprises the information included in the Annual
Report, but does not include the standalone financial
statements and our auditor''s report thereon. The
Annual Report is expected to be made available to
us after the date of this auditor''s report.

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

In connection with our audit of the standalone
financial statements, our responsibility is to read the
other information and, in doing so, consider whether
the other information is materially inconsistent
with the standalone financial statements or our
knowledge obtained in the audit or otherwise
appears to be materially misstated.

When we read the Annual Report, if we conclude
that there is a material misstatement therein, we
are required to communicate the matter to those
charged with governance.

Responsibilities of Management and Those

Charged with Governance for the Standalone

Financial Statements

8. The accompanying standalone financial statements
have been approved by the Company''s Board
of Directors. The Company''s Board of Directors
are responsible for the matters stated in Section
134(5) of the Act with respect to the preparation
and presentation of these standalone financial
statements that give a true and fair view of the
financial position, financial performance including
other comprehensive income, changes in equity and
cash flows of the Company in accordance with the
Ind AS specified under Section 133 of the Act and
other accounting principles generally accepted in
India. This responsibility also includes maintenance
of adequate accounting records in accordance
with the provisions of the Act for safeguarding 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 standalone financial statements that give
a true and fair view and are free from material
misstatement, whether due to fraud or error.

9. I n preparing the standalone financial statements, the
Board of Directors 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 Board of Directors either
intends to liquidate the Company or to cease
operations, or has no realistic alternative but to
do so.

10. The Board of Directors is also responsible
for overseeing the Company''s financial
reporting process.

Auditor’s Responsibilities for the Audit of the

Standalone Financial Statements

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

12. As part of an audit in accordance with Standards
on Auditing, specified under Section 143(10) of the
Act we exercise professional judgment and maintain
professional skepticism throughout the audit.
We also:

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

• Obtain an understanding of internal control
relevant to the audit in order to design audit
procedures that are appropriate in the
circumstances. Under Section 143(3)(i) of the Act
we are also responsible for expressing our opinion
on whether the Company has adequate internal
financial controls with reference to standalone
financial statements 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 Board
of Directors'' use of the going concern basis of
accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company''s ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required
to draw attention in our auditor''s report to the
related disclosures in the standalone financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date
of our auditor''s report. However, future events or
conditions may cause the Company to cease to
continue as a going concern;

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

• Obtain sufficient appropriate audit evidence
regarding the business activities and financial
statements of the Company which includes
financial information of its limited liability
partnership (LLP), to express an opinion on
the standalone financial statements. We are
responsible for the direction, supervision and
performance of the audit of financial statements
of the Company, of which we are the independent
auditors. For the other LLP included in the
standalone financial statements, which have been
audited by the other auditors, such other auditors
remain responsible for the direction, supervision
and performance of the audits carried out by
them. We remain solely responsible for our
audit opinion.

13. 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.

14. 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.

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

Other Matters

16. The standalone financial statements include the
Company''s share in the net profit (including other
comprehensive income) of 5 418 lakhs for the year
ended 31 March 2025, in respect of one LLP, whose
financial statements have not been audited by us.
The financial statements has been audited by the
other auditor whose report has been furnished
to us by the management, and our opinion on the
standalone financial statements, in so far as it relates
to the amounts and disclosures included in respect
of this LLP, and our report in terms of sub-section (3)
of Section 143 of the Act in so far as it relates to the
aforesaid LLP, is based solely on the report of such
other auditor.

Our opinion above on the standalone financial
statements, and our report on other legal and
regulatory requirements below, are not modified
in respect of the above matter with respect to our
reliance on the work done by and the report of the
other auditor.

17. The standalone financial statements of the Company
for the year ended 31 March 2024 were audited by
the predecessor auditor, S.R. Batliboi & Associates
LLP, who have expressed an unmodified opinion on
those standalone financial statements vide their
audit report dated 28 May 2024.

Report on Other Legal and Regulatory

Requirements

18. As required by Section 197(16) of the Act based on
our audit, we report that the Company has paid
remuneration to its directors during the year in
accordance with the provisions of and limits laid
down under Section 197 read with Schedule V to
the Act.

19. 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 we give in the Annexure I a statement on the
matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

20. Further to our comments in Annexure I, as required
by Section 143(3) of the Act based on our audit, we
report, to the extent applicable, 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 of the accompanying
standalone financial statements;

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 except for the matters stated in
paragraph 20 (h)(vi) below on reporting under
Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended);

c) The standalone financial statements dealt with
by this report are in agreement with the books
of account;

d) In our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under
Section 133 of the Act;

e) On the basis of the written representations
received from the directors and 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) The qualification relating to the maintenance
of accounts and other matters connected
therewith are as stated in paragraph 20(b)
above on reporting under Section 143(3)(b)
of the Act and paragraph 20(h)(vi) below on
reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended);

g) With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company as on 31
March 2025 and the operating effectiveness
of such controls, refer to our separate report
in Annexure II wherein we have expressed an
unmodified opinion; and

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, as detailed in note 34 to
the standalone financial statements, has
disclosed the impact of pending litigations
on its financial position as at 31 March 2025;

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses as at 31 March 2025

iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund
by the Company during the year ended 31
March 2025;

iv. a. The management has represented

that, to the best of its knowledge and
belief, as disclosed in note 45(iii) to
the standalone financial statements,
no funds have been advanced or
loaned or invested (either from
borrowed funds or securities
premium or any other sources or
kind of funds) by the Company to or
in any persons or entities, including
foreign entities (''the 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 (''the
Ultimate Beneficiaries'') or provide
any guarantee, security or the like on
behalf the Ultimate Beneficiaries;

b. The management has represented
that, to the best of its knowledge and
belief, as disclosed in note 45(iv) to
the standalone financial statements,
no funds have been received by the
Company from any persons or entities,
including foreign entities (''the 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
performed as considered reasonable
and appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
management representations under
sub-clauses (a) and (b) above contain
any material misstatement.

v. The final dividend paid by the Company
during the year ended 31 March 2025 in
respect of such dividend declared for the
previous year is in accordance with Section
123 of the Act to the extent it applies to
payment of dividend.

As stated in note 17 to the accompanying
standalone financial statements, the
Board of Directors of the Company have
proposed final dividend for the year ended
31 March 2025 which is subject to the
approval of the members at the ensuing
Annual General Meeting. The dividend

declared is in accordance with Section
123 of the Act to the extent it applies to
declaration of dividend.

vi. As stated in note 46 of the standalone
financial statements and based on our
examination which included test checks,
the Company, in respect of financial year
commencing on 1 April 2024, has used an
accounting software for maintaining its
books of account which has a feature of
recording audit trail (edit log) facility and
the same has been operated throughout
the year for all relevant transactions
recorded in the software at the application
level. The accounting software is operated
by a third-party software service provider
and in the absence of any information
on the existence of audit trail (edit
logs) feature at database level in the
Independent Service Auditor''s ''Type 2
report'' issued in accordance with ISAE
3402, Assurance Reports on Controls at
a Service Organization, we are unable to
comment on whether audit trail feature at
the database level of the said software was
enabled and operated throughout the year.
Further, during the course of our audit we
did not come across any instance of audit
trail feature being tampered with, where
such feature is enabled. Furthermore,
the audit trail has been preserved by
the Company as per the statutory
requirements for record retention, where
such feature is enabled.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Manish Agrawal

Partner

Membership No.: 507000
UDIN: 25507000BMMKPS5856

New Delhi
14 May 2025

---

Mar 31, 2024

Brigade Enterprises Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Brigade Enterprises Limited (“the Company”), which comprise the Balance sheet as at March 31,2024, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on separate financial statements and on the other financial information of the Limited Liability Partnership Firm (“LLP”), the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended (“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 31,2024, 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 of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements’ section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered

Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules 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 standalone financial statements.

Emphasis of Matter

We draw attention to Note 32(c)(i) to the standalone financial statements, in connection with ongoing legal proceedings with respect to certain land advances. Pending resolution thereof, the same are considered as good and recoverable, basis legal evaluation done by the management.

Our opinion is not modified in respect of this matter.

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 for the financial year ended March 31,2024. 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. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Key audit matters	How our audit addressed the key audit matter
Revenue recognition for long term projects (Refer Note 21 of the standalone financial statements)
The Company applies Ind AS 115 for recognition of revenue from real estate projects. The revenue from real estate projects is recognised at a point in time upon the Company satisfying its performance obligation and the customer obtaining control of the underlying asset, which involves significant estimates	Our audit procedures included, among others, the following: - We have read the accounting policy for revenue recognition and assessed compliance of the policy in terms of principles enunciated under Ind AS 115.
and judgement.	- We assessed management’s evaluation of determining
For revenue contracts forming part of joint development arrangements that are not jointly controlled operations (‘JDA’),	revenue recognition from sale of real estate property at a point in time in accordance with the requirements under Ind AS 115.
the revenue from the development and transfer of constructed	- We obtained and understood the revenue recognition
area/revenue share with corresponding land/ development rights	process and performed test of controls over revenue
received by the Company is measured at the fair value of the	recognition including determination of point of transfer of
estimated construction service rendered by the Company to the	control, completion of performance obligations and fair
landowner under JDA. Such revenue is recognised over a period	valuation of estimated construction service revenue under
of time in accordance with the requirements of Ind AS 115.	JDA, on a test check basis.

Key audit matters	How our audit addressed the key audit matter
For contracts involving sale of real estate inventory property, the	- We performed test of details, on a sample basis, and tested the
Company receives the consideration in accordance with the terms	underlying customer/JDA contracts and sale deed/ handover
of the contract based on progress made for completion of such	documents, evidencing the transfer of control of the asset to
real estate projects. Application of Ind AS 115 involves significant judgment in	the customer based on which the revenue is recognized at a point of time.
determining when ‘control’ of the real estate property is transferred	- We obtained the joint development agreements entered into
to the customer. Further, for revenue contracts forming part of JDA,	by the Company and compared the ratio of constructed area/
significant estimate is made by the management in determining	revenue sharing arrangement between the Company and the
the fair value of the underlying revenue. As the revenue recognition involves significant estimates and	landowner as mentioned in the agreement to the computation statement prepared by the management.
judgement, we regard this as a key audit matter.	- We obtained and tested the computation of the fair value of the construction service revenue under JDA, on a sample basis. - We tested the computation for recognition of revenue over a period of time for revenue contracts forming part of JDA and management’s assessment of stage of completion of projects and project cost estimates on test check basis. - We assessed the disclosures made by management in compliance with the requirements of Ind AS 115.
Assessing the recoverability of carrying value of Inventory and advances paid towards land procurement (including refundable
deposits paid under JDA) (Refer Note 7, 9 & 10 of the standalone financial statements)
As at March 31, 2024, the carrying value of the inventory of real	Our procedures in assessing the carrying value of the inventories
estate projects is '' 395,591 lakhs and land advances/deposits is '' 39,944 lakhs respectively.	and land advances/deposits included, among others, the following:
	- We read and evaluated the accounting policies with respect
The inventories are carried at lower of cost and net realisable value (‘NRV’). The determination of the NRV involves estimates	to inventories and land advances/deposits.
based on prevailing market conditions and taking into account	- We assessed the Company’s methodology applied in
the estimated future selling price, cost to complete projects and	assessing the carrying value under the relevant accounting
selling costs.	standards including current market conditions in assessing
	the net realisable value having regard to project development
Deposits paid under joint development arrangements, in the nature of non-refundable amounts, are recognised as land advance	plan and expected future sales.
under other assets and on the launch of the project, the same is transferred as land cost to work-in-progress. Further, advances	- We made inquiries with management with respect to inventory of properties on test check basis to understand key assumptions used in determination of the net realisable
paid by the Company to the seller/ intermediary towards outright purchase of land is recognised as land advance under other assets	value/ net recoverable value.
during the course of transferring the legal title to the Company,	- We enquired from the management regarding the project
whereupon it is transferred to land stock under inventories.	status and verified the underlying documents for related
The aforesaid deposits and advances are carried at the lower	developments in respect of the land acquisition, project
of the amount paid/payable and net recoverable value, which is	progress and expected recoverability of advances paid
based on the management’s assessment including the expected date of commencement and completion of the project and the	towards land procurement (including refundable deposits paid under JDA) on test check basis.
estimate of sale prices and construction costs of the project. We identified the assessment of the carrying value of inventory and land advances/deposits as a key audit matter due to the significance of the balance that involves estimates and judgement.	- We obtained and tested the computation involved in assessment of carrying value and the net realisable value/ net recoverable value on test check basis.

Key audit matters	How our audit addressed the key audit matter
Assessing the recoverability of carrying value of Investments and loans and advances made by the Company in subsidiaries (Refer Note 6 & 7 of the standalone financial statements)
As at March 31,2024, the carrying values of Company’s investment	Our procedures in assessing the impairment of the investments
in subsidiaries amounted to '' 249,664 lakhs. Further, the	included, among others, the following:
Company has granted loans and advances of '' 46,321 lakhs to its	- We read and evaluated the accounting policies with respect to
subsidiaries. Management reviews on a periodical basis whether there are any indicators of impairment of such investments and	investments.
loans and advances. For cases where impairment indicators exist, management	- We examined the management assessment in determining whether any impairment indicators exist.
estimates the recoverable amounts of the investments, being	- We assessed the Company’s methodology applied in assessing
higher of fair value less costs of disposal and value in use.	the carrying value under the relevant accounting standards.
Significant judgements are required to determine the key	- We assessed the Company’s valuation methodology and
assumptions used in determination of fair value / value in use. As the impairment assessment involves significant assumptions	assumptions based on current economic and market conditions in determining the recoverable amount of investments and loans/advances. - We compared the recoverable amount of the investment to the carrying value in books. - We assessed the financial condition of entities to whom loans and advances were granted by obtaining the most recent audited financial statements of such entities. - We performed inquiries with management on the project status and future business plan of entities to whom loans and advances were granted to evaluate their recoverability. - We assessed the disclosures made in the standalone financial statements regarding such investments and loans and advances.
and judgement, we regard this as a key audit matter.
Assessing the recoverability of the carrying value of Investment property including investment properties under construction (Refer Note 3.2 & 4 of the standalone financial statements)
As at March 31, 2024, the carrying value of the Investment	Our procedures in assessing the recoverability of the carrying value
property is '' 131,356 lakhs (and properties under construction	of the investment properties included, among others, the following:
'' 66,995 lakhs). The carrying value of the investment property is	- We read and evaluated the accounting policies with respect to
calculated using land costs, construction costs, interest costs and	investment properties.
other related costs. Management reviews on a periodical basis
whether there are any indicators of impairment.	- We evaluated management’s identification of CGU’s and the methodology applied in assessing the carrying value of each
For assets where impairment indicators exist, management estimates the recoverable amounts, being higher of fair value	CGU in compliance with the applicable accounting standards.
less costs of disposal and value in use. Significant judgements are	- We examined the management assessment in determining
required to determine the key assumptions used in determination	whether any impairment indicators exist.
of fair value / value in use.	- We assessed the Company’s valuation methodology and
We considered the assessment of the carrying value of investment	assumptions based on current economic and market conditions
property as a key audit matter due to the significance of the	applied in determining the recoverable amount, including valuation report in certain cases used by the Company’s
balance and significant estimates and judgement involved in	management for determining the fair value (‘recoverable
impairment assessment.	amount’) of the investment property. - We considered the independence, competence and objectivity of the external specialist involved by the management, if any, in determination of valuation. - We assessed the Company’s valuation methodology applied and compared key property related data used as input with historical actual data - We compared the recoverable amount of the investment property to the carrying value in books. - We assessed the disclosures made in the standalone financial statements regarding such investment property.

Other Information

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 standalone financial statements and our auditor’s report thereon. The Annual report is expected to be made available to us after the date of this auditor’s report.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

Responsibilities 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 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 the 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. 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 controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Charged with Governance 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 standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance

is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements 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 standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships

and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2024 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.

Other Matter

We did not audit the financial statements and other financial information as regards Company’s net share in loss of limited liability partnership investment (post tax) amounting to '' 106 lakhs as at March 31, 2024. These financial statements and other financial information of the said limited liability partnership investment have been audited by other auditor, whose financial statements, other financial information and auditor’s report have been furnished to us by the management. Our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of these limited liability partnership investment and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid limited liability partnership, is based solely on the report of such other auditor.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, based on our audit, we give in the “Annexure 1” 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 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 except for the matters stated in the paragraph (i)(vi) below on reporting under Rule 11(g);

(c) The Balance Sheet, the 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 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 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) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph (b) above on reporting under Section 143(3) (b) and paragraph (i)(vi) below on reporting under Rule

11(g);

(g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(h) In our opinion, the managerial remuneration for the year ended March 31, 2024 has been paid/provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 32(b) & (c) to the standalone financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses on long-term contracts including derivative contracts - Refer Note 17 to the standalone financial statements;

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

iv. a) The management has represented that, to the

best of its knowledge and belief, other than as disclosed in the note 46 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entities, 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 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 (a) and (b) contain any material misstatement.

v. The final dividend paid by the Company during the year in respect of the dividends declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

As stated in note 30 to the standalone financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software except that, audit trail feature is not enabled for certain changes made using administrative access rights, as described in note 47 to the standalone financial statements. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of the accounting software.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Navin Agrawal

Partner

Membership Number: 056102 UDIN: 24056102BKFVJC3155

Place: Bengaluru Date: May 28, 2024

---

Mar 31, 2023

Opinion

We have audited the accompanying standalone financial statements of Brigade Enterprises Limited (“the Company”), which comprise the Balance sheet as at March 31, 2023, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including 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 and based on the consideration of reports of other auditors on separate financial statements and on the other financial information of the Limited Liability Partnership Firm (“LLP”), the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended (“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, 2023, 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 of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Standalone Financial Statements’ section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules 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 standalone financial statements.

Emphasis of Matter

We draw attention to Note 32(c)(i) to the standalone financial statements in connection with ongoing arbitration proceedings in the Company with respect to loans and advances. Pending resolution of such proceedings, the underlying loans and advances are classified as good and recoverable in the accompanying standalone financial Statements.

Our opinion is not modified in respect of this matter.

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 for the financial year ended March 31, 2023. 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. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report.

We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Key audit matters	How our audit addressed the key audit matter
Revenue recognition for long term projects (Refer Note 21 of the standalone financial statements)
The Company applies Ind AS 115 for recognition of revenue from real estate projects. The revenue from real estate projects is recognised at a point in time upon the Company satisfying its performance obligation and the customer obtaining control of the underlying asset, which involves significant estimates and judgement. For revenue contracts forming part of joint development arrangements that are not jointly controlled operations (‘JDA’), the revenue from the development and transfer of constructed area/revenue share with corresponding land/ development rights received by the Company is measured at the fair value of the estimated construction service rendered by the Company to the landowner under JDA. Such revenue is recognised over a period of time in accordance with the requirements of Ind AS 115. For contracts involving sale of real estate inventory property, the Company receives the consideration in accordance with the terms of the contract based on progress made for completion of such real estate projects.	Our audit procedures included, among others, the following: - We have read the accounting policy for revenue recognition and assessed compliance of the policy in terms of principles enunciated under Ind AS 115. - We assessed management’s evaluation of determining revenue recognition from sale of real estate property at a point in time in accordance with the requirements under Ind AS 115. - We obtained and understood the revenue recognition process and performed test of controls over revenue recognition including determination of point of transfer of control, completion of performance obligations and fair valuation of estimated construction service revenue under JDA, on a test check basis. - We performed test of details, on a sample basis, and tested the underlying customer/JDA contracts and sale deed/ handover documents, evidencing the transfer of control of the asset to the customer based on which the revenue is recognized at a point of time.

Key audit matters	How our audit addressed the key audit matter
Application of Ind AS 115 involves significant judgment	- We obtained the joint development agreements entered
in determining when ‘control’ of the real estate property	into by the Company and compared the ratio of constructed
is transferred to the customer. Further, for revenue	area/ revenue sharing arrangement between the Company
contracts forming part of JDA, significant estimate is made	and the landowner as mentioned in the agreement to the
by the management in determining the fair value of the	computation statement prepared by the management.
underlying revenue.	- We obtained and tested the computation of the fair value of
As the revenue recognition involves significant estimates and	the construction service revenue under JDA, on a sample
judgement, we regard this as a key audit matter.	basis.
	- We tested the computation for recognition of revenue over
	a period of time for revenue contracts forming part of JDA and management’s assessment of stage of completion of projects and project cost estimates on test check basis.
	- We assessed the disclosures made by management in
	compliance with the requirements of Ind AS 115.
Assessing the recoverability of carrying value of Inventory and advances paid towards land procurement (including refundable deposits paid under JDA (Refer Note 7, 9 & 10 of the standalone financial statements)
As at March 31, 2023, the carrying value of the inventory of	Our procedures in assessing the carrying value of the
real estate projects is ?336,258 lakhs and land advances/	inventories and land advances/deposits included, among
deposits is ?35,930 lakhs respectively.	others, the following:
The inventories are carried at lower of cost and net realisable	- We read and evaluated the accounting policies with respect
value (‘NRV’). The determination of the NRV involves	to inventories and land advances/deposits.
estimates based on prevailing market conditions and taking	- We assessed the Company’s methodology applied in
into account the estimated future selling price, cost to	assessing the carrying value under the relevant accounting
complete projects and selling costs.	standards including current market conditions in
/Deposits paid under joint development arrangements, in the	assessing the net realisable value having regard to project
nature of non-refundable amounts, are recognised as land	development plan and expected future sales.
advance under other assets and on the launch of the project, the same is transferred as land cost to work-in-progress.	- We made inquiries with management with respect to inventory of properties on test check basis to understand
Further, advances paid by the Company to the seller/ intermediary towards outright purchase of land is recognised as land advance under other assets during the course of	key assumptions used in determination of the net realisable value/ net recoverable value.
transferring the legal title to the Company, whereupon it is	- We enquired from the management regarding the project
transferred to land stock under inventories.	status and verified the underlying documents for related
The aforesaid deposits and advances are carried at the	developments in respect of the land acquisition, project progress and expected recoverability of advances paid
lower of the amount paid/payable and net recoverable value,	towards land procurement (including refundable deposits
which is based on the management’s assessment including the expected date of commencement and completion of the	paid under JDA) on test check basis.
project and the estimate of sale prices and construction costs	- We obtained and tested the computation involved in
of the project.	assessment of carrying value and the net realisable value/ net recoverable value on test check basis.
We identified the assessment of the carrying value of inventory and land advances/deposits as a key audit matter due to the significance of the balance that involves estimates and judgement.
Assessing the recoverability of carrying value of Investments and loans and advances made by the Company in subsidiaries and associate entities (Refer Note 6 & 7 of the standalone financial statements)
As at March 31, 2023, the carrying values of Company’s investment in subsidiaries and associate entities amounted to ?229,121 lakhs. Further, the Company has granted loans and advances of ?43,840 lakhs to its subsidiaries. Management reviews on a periodical basis whether there are any indicators of impairment of such investments and loans and advances	Our procedures in assessing the impairment of the investments included, among others, the following: - We read and evaluated the accounting policies with respect to investments. - We examined the management assessment in determining whether any impairment indicators exist.
For cases where impairment indicators exist, management
estimates the recoverable amounts of the investments, being	- We assessed the Company’s methodology applied in
higher of fair value less costs of disposal and value in use.	assessing the carrying value under the relevant accounting
Significant judgements are required to determine the key	standards.
assumptions used in determination of fair value / value in use.	- We assessed the Company’s valuation methodology and
	assumptions based on current economic and market

Key audit matters	How our audit addressed the key audit matter
As the impairment assessment involves significant	conditions in determining the recoverable amount of
assumptions and judgement, we regard this as a key audit	investments and loans/advances.
matter.	- We compared the recoverable amount of the investment to the carrying value in books. - We assessed the financial condition of entities to whom loans and advances were granted by obtaining the most recent audited financial statements of such entities. - We performed inquiries with management on the project status and future business plan of entities to whom loans and advances were granted to evaluate their recoverability. - We assessed the disclosures made in the standalone financial statements regarding such investments and loans and advances.
Assessing the recoverability of the carrying value of Investment property including investment properties under construction
(Refer Note 3.2 & 4 of the standalone financial statements)
As at March 31, 2023, the carrying value of the Investment	Our procedures in assessing the recoverability of the carrying
property is ?135,730 lakhs (including properties under	value of the investment properties included, among others,
construction ?1,618 lakhs). The carrying value of the investment	the following:
property is calculated using land costs, construction costs,	- We read and evaluated the accounting policies with respect
interest costs and other related costs. Management reviews	to investment properties.
on a periodical basis whether there are any indicators of
impairment.	- We evaluated management’s identification of CGU’s and the methodology applied in assessing the carrying value
For assets where impairment indicators exist, management	of each CGU in compliance with the applicable accounting
estimates the recoverable amounts, being higher of fair	standards.
value less costs of disposal and value in use. Significant
judgements are required to determine the key assumptions	- We examined the management assessment in determining
used in determination of fair value / value in use.	whether any impairment indicators exist.
We considered the assessment of the carrying value of	- We assessed the Company’s valuation methodology and
investment property as a key audit matter due to the	assumptions based on current economic and market
significance of the balance and significant estimates and	conditions applied in determining the recoverable amount,
judgement involved in impairment assessment.	including valuation report in certain cases used by the Company’s management for determining the fair value (‘recoverable amount’) of the investment property. - We considered the independence, competence and objectivity of the external specialist involved by the management, if any, in determination of valuation. - We assessed the Company’s valuation methodology applied and compared key property related data used as input with historical actual data - We compared the recoverable amount of the investment property to the carrying value in books. - We assessed the disclosures made in the standalone financial statements regarding such investment property.

Other Information

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 standalone financial statements and our auditor’s report thereon. The Annual report is expected to be made available to us after the date of this auditor’s report.

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

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

statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

Responsibilities 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 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 the 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.

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 controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements 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 standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2023 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.

Other Matter

We did not audit the financial statements and other financial information as regards Company’s net share in loss of limited liability partnership investment (post tax) amounting to ?53 lakhs as at March 31, 2023. These financial statements and other financial information of the said limited liability partnership investment have been audited by other auditor, whose financial statements, other financial information and auditor’s report have been furnished to us by the management. Our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of these limited liability partnership investment and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid limited liability partnership, is based solely on the report of such other auditor.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, based on our audit, we give in the “Annexure 1” 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 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 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 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 the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(g) In our opinion, the managerial remuneration for the year ended March 31, 2023 has been paid/ provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 32(b)&(c) to the standalone financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 17 to the standalone financial statements;

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

iv. a) The management has represented that, to the

best of its knowledge and belief, other than as disclosed in the note 47 to the standalone financial statements, no funds have been

advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entities, 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 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 (a) and (b) contain any material misstatement.

v. The final dividend paid by the Company during the year in respect of the dividends declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

As stated in note 30 to the standalone financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. April 1, 2023, reporting under this clause is not applicable.

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Mar 31, 2022

Emphasis of Matter

We draw attention to:

1. Note 2.3 to the standalone financial statements which describes the management’s evaluation of Covid-19 impact on the future business operations and future cash flows of the Company and its consequential effects on the carrying value of its assets as at March 31, 2022. In view of the uncertain economic conditions, the management’s evaluation of the impact on the subsequent periods is highly dependent upon conditions as they evolve.

2. Note 32(c)(i) to the standalone financial statementsin connection with certain ongoing legal proceedings in the Company. Pending resolution of the legal proceedings, the underlying loans and advances are classified as good and recoverable in the accompanying standalone financial Statements.

Our opinion is not modified in respect of the above matters. 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 for the financial year ended March 31, 2022. 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. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of Brigade Enterprises Limited (“the Company”), which comprise the Balance sheet as at March 31, 2022, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including 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 and based on the consideration of reports of other auditors on separate financial statements and on the other financial information of the Limited Liability Partnership firms, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended (“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, 2022, 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 of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements’ section of our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules 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 standalone financial statements.

Key audit matters	How our audit addressed the key audit matter
Revenue recognition for long term projects (Refer Note 21 of the standalone financial statements)
The Company applies Ind AS 115 for recognition of revenue from real estate projects. The revenue from real estate projects is recognised at a point in time upon the Company satisfying its performance obligation and the customer obtaining control of the underlying asset, which involves significant estimates and judgement. For revenue contracts forming part of joint development arrangements that are not jointly controlled operations (‘JDA’), the revenue from the development and transfer of constructed area/revenue share with corresponding land/ development rights received by the Company is measured at the fair value of the estimated construction service rendered by the Company to the landowner under JDA. Such revenue is recognised over a period of time in accordance with the requirements of Ind AS 115.	Our audit procedures included, among others, the following: - We have read the accounting policy for revenue recognition and assessed compliance of the policy in terms of principles enunciated under Ind AS 115. - We assessed management’s evaluation of determining revenue recognition from sale of real estate property at a point in time in accordance with the requirements under Ind AS 115. - We obtained and understood the revenue recognition process and performed test of controls over revenue recognition including determination of point of transfer of control, completion of performance obligations and fair valuation of estimated construction service revenue under JDA, on a test check basis.
For contracts involving sale of real estate inventory property, the Company receives the consideration in accordance with the terms of the contract based on progress made for completion of such real estate projects. Application of Ind AS 115 involves significant judgment in determining when ‘control’ of the real estate property is transferred to the customer. Further, for revenue contracts forming part of JDA, significant estimate is made by the management in determining the fair value of the underlying revenue. As the revenue recognition involves significant estimates and judgement, we regard this as a key audit matter.	- We performed test of details, on a sample basis, and tested the underlying customer/JDA contracts and sale deed/ handover documents, evidencing the transfer of control of the asset to the customer based on which the revenue is recognized at a point of time. - We obtained the joint development agreements entered into by the Company and compared the ratio of constructed area/ revenue sharing arrangement between the Company and the landowner as mentioned in the agreement to the computation statement prepared by the management. - We obtained and tested the computation of the fair value of the construction service revenue under JDA, on a sample basis.
	- We tested the computation for recognition of revenue over a period of time for revenue contracts forming part of JDA and management''s assessment of stage of completion of projects and project cost estimates on test check basis.
	- We assessed the disclosures made by management in compliance with the requirements of Ind AS 115.

Key audit matters	How our audit addressed the key audit matter
Assessing the recoverability of carrying value of Inventory and advances paid towards land procurement (including refundable deposits paid under JDA (Refer Note 7, 9 and 10 of the standalone financial statements)
As at March 31, 2022, the carrying value of the inventory of real estate projects is ''2,97,319 lakhs and land advances/ deposits of ''33,131 lakhs.	Our procedures in assessing the carrying value of the inventories and land advances/deposits included, among others, the following:
The inventories are carried at lower of cost and net realisable value (‘NRV’). The determination of the NRV involves estimates based on prevailing market conditions and taking into account the estimated future selling price, cost to complete projects and selling costs. Deposits paid under joint development arrangements, in the nature of non-refundable amounts, are recognised as land advance under other assets and on the launch of the project, the same is transferred as land cost to work-in-progress. Further, advances paid by the Company to the seller/ intermediary towards outright purchase of land is recognised as land advance under other assets during the course of transferring the legal title to the Company, whereupon it is transferred to land stock under inventories. The aforesaid deposits and advances are carried at the lower of the amount paid/payable and net recoverable value, which is based on the management’s assessment including the expected date of commencement and completion of the project and the estimate of sale prices and construction costs of the project. We identified the assessment of the carrying value of inventory and land advances/deposits as a key audit matter due to the significance of the balance that involves estimates and judgement.	- We read and evaluated the accounting policies with respect to inventories and land advances/deposits. - We assessed the Company’s methodology applied in assessing the carrying value under the relevant accounting standards including current market conditions in assessing the net realisable value having regard to project development plan and expected future sales. - We made inquiries with management with respect to inventory of properties on test check basis to understand key assumptions used in determination of the net realisable value/ net recoverable value. - We obtained and tested the computation involved in assessment of carrying value and the net realisable value/ net recoverable value on test check basis. - We enquired from the management regarding the project status and verified the underlying documents for related developments in respect of the land acquisition, project progress and expected recoverability of advances paid towards land procurement (including refundable deposits paid under JDA) on test check basis.
Assessing the recoverability of carrying value of Investments and loans and advances made by the Company in subsidiaries and associate entities (Refer Note 6 and 7 of the standalone financial statements)
As at March 31, 2022, the carrying values of Company’s As at March 31, 2022, the carrying values of Company’s investment in subsidiaries and associate entities amounted to ''2,13,535 lakhs. Further, the Company has granted loans and advances to its subsidiaries and associates. Management reviews on a periodical basis whether there are any indicators of impairment of such investments and loans and advances For cases where impairment indicators exist, management estimates the recoverable amounts of the investments, being higher of fair value less costs of disposal and value in use. Significant judgements are required to determine the key assumptions used in determination of fair value / value in use. As the impairment assessment involves significant assumptions and judgement, we regard this as a key audit matter.	Our procedures in assessing the impairment of the investments included, among others, the following: - We read and evaluated the accounting policies with respect to investments. - We examined the management assessment in determining whether any impairment indicators exist. - We assessed the Company’s methodology applied in assessing the carrying value under the relevant accounting standards. - We assessed the Company’s valuation methodology and assumptions based on current economic and market conditions including effects of Covid-19 pandemic in determining the recoverable amount of investments and loans/advances. - We compared the recoverable amount of the investment to the carrying value in books.

Key audit matters	How our audit addressed the key audit matter
	- We assessed the financial condition of entities to whom loans and advances were granted by obtaining the most recent audited financial statements of such entities. - We performed inquiries with management on the project status and future business plan of entities to whom loans and advances were granted to evaluate their recoverability. - We assessed the disclosures made in the standalone financial statements regarding such investments and loans and advances.
Assessing the recoverability of the carrying value of Investment property including investment properties under construction (Refer Note 3.2 and 4 of the standalone financial statements)
As at March 31, 2022, the carrying value of the Investment property is ''1,38,997 lakhs (including properties under construction ''328 lakhs). The carrying value of the investment property is calculated using land costs, construction costs, interest costs and other related costs. Management reviews on a periodical basis whether there are any indicators of impairment. For assets where impairment indicators exist, management estimates the recoverable amounts, being higher of fair value less costs of disposal and value in use. Significant judgements are required to determine the key assumptions used in determination of fair value / value in use. In view of the COVID -19 pandemic, the management has reassessed its future business plans and key assumptions as at March 31, 2022 while assessing the adequacy of carrying value of the investment property. We considered the assessment of the carrying value of investment property as a key audit matter due to the significance of the balance and significant estimates and judgement involved in impairment assessment.	Our procedures in assessing the recoverability of the carrying value of the investment properties included, among others, the following: - We read and evaluated the accounting policies with respect to investment properties. - We evaluated management’s identification of CGU’s and the methodology applied in assessing the carrying value of each CGU in compliance with the applicable accounting standards. - We examined the management assessment in determining whether any impairment indicators exist. - We assessed the Company’s valuation methodology and assumptions based on current economic and market conditions including effects of COVID-19 pandemic, applied in determining the recoverable amount, including valuation report in certain cases used by the Company’s management for determining the fair value (‘recoverable amount’) of the investment property. - We considered the independence, competence and objectivity of the external specialist involved by the management, if any, in determination of valuation. - We assessed the Company’s valuation methodology applied and compared key property related data used as input with historical actual data - We compared the recoverable amount of the investment property to the carrying value in books. - We assessed the disclosures made in the standalone financial statements regarding such investment property.

Other Information

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 standalone financial statements and our auditor’s report thereon. The Annual report is expected to be made available to us after the date of this auditor’s report.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether such other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated

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

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the 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. 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 controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The

risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements 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 standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2022 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.

Other Matter

We did not audit the financial statements and other financial information, in respect of 2 limited liability partnership firms (LLP’s), whose financial statements include total assets of ''325 lakhs as at March 31, 2022, and total revenues of ''854 lakhs, total net profit after tax of ''150 lakhs, total comprehensive income of ''195 lakhs and net cash inflows of ''126 lakhs for the year ended on that date. These financial statements and other financial information of the LLP’s have been audited by other auditors, whose financial statements, other financial information and auditor’s reports have been furnished to us by the Management. Our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of these LLP’s and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid LLP’s’, is based solely on the report(s) of such other auditors

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 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 1” 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 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 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 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) The matters described in Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

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. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

(f) On the basis of the written representations received from the directors as on March 31, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms of Section 164 (2) of the Act;

(g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

(h) In our opinion, the managerial remuneration for the year ended March 31, 2022 has been paid by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act; and

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 32 (b) and (c) to the standalone financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on longterm contracts including derivative contracts - Refer Note 17 to the standalone financial statements;

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

iv. a) The management has represented that,

to the best of its knowledge and belief, no funds 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 entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the company from any person(s) or entities, including

As stated in note 30 to the standalone financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Navin Agrawal

Partner

Membership Number: 056102 UDIN: 22056102AIVJWZ6993

Place: Bengaluru Date: May 12, 2022

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Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Brigade Enterprises Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the statement of 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.

Management’s Responsibility For the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with 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. 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing, 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 judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of 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 standalone Ind AS financial statements. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (i) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Other Matters

i. We did not audit the financial statements and the other financial information as regards Company’s share in losses of 2 limited liability partnership firms amounting to Rs.222 lakhs for the year ended March 31, 2018, which have been audited by other auditors and whose reports have been furnished to us by the management. Our opinion, in so far as it relates to the affairs of such partnership firms, is based solely on the report of other auditors. Our opinion is not modified in respect of this matter.

ii. We draw attention to Note 47 of the audited standalone Ind AS financial statements, relating to the Scheme of Arrangement between Brigade Enterprises Limited (‘the Company’) and its wholly owned subsidiaries - Brigade Hotel Ventures Limited, Brigade Hospitality Services Limited and Augusta Club Private Limited and their respective shareholders and creditors in terms of the provisions of Sections 230 to 233 of the Companies Act, 2013 to transfer the hotels business, integrated clubs and convention centre business and ‘Augusta Club’ business, to its wholly owned subsidiaries (hereinafter referred to as “the Scheme”). The Scheme was approved by National Company Law Tribunal (‘NCLT’) in March 2018 with an appointed date of October 01, 2016 and consequently, the Company has accounted for the Scheme using the pooling of interests method from the said appointed date. However, the aforesaid accounting from the appointed date is not in accordance with Ind AS 103 specified under Section 133 of the Companies Act 2013, read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended). The previously published Ind AS financial information of the Company, included in these standalone Ind AS financial statements, have been restated for the reasons more fully described in Note 47 of the audited standalone Ind AS financial statements. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order, 2016 (“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 1 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 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 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 accounts;

(d) In our opinion, the aforesaid standalone Ind AS 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 as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 32(c) to the standalone Ind AS financial statements;

ii. The Company did not have any material foreseeable losses on long-term contracts including derivative contracts;

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

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment and investment property.

(b) All property, plant and equipment and investment property have not been physically verified by the management during the year but 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) According to the information and explanations given by the management and based on the examination of the registered sale deed/transfer deed/registered joint development agreements provided to us, we report that, the title deeds of immovable properties included in property, plant and equipment and investment property are held in the name of the Company. Immovable properties of land and buildings whose title deeds have been pledged as security for loans, are held in the name of the Company based on confirmations received by us from lenders.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

(iii) (a) The Company has granted loans to six parties (including interest-free loans) covered in the register maintained under section 189 of the Companies Act, 2013. In our opinion and according to the information and explanations given to us, the terms and conditions of the loans are not prejudicial to the Company’s interest, having regard to management’s representation that the loans are given to such parties considering the Company’s economic interest and long-term trade relationship with such parties.

(b) In respect of the loans granted to parties covered in the register maintained under Section 189 of the Companies Act, 2013, the loans are repayable as per the contractual terms. As per the contractual terms, the loans have not fallen due for repayment. Accordingly, there has been no default on the part of the parties to whom the money has been lent.

(c) There are no amounts of loans granted to companies, firms or other parties listed in the register maintained under section 189 of the Companies Act, 2013 which are overdue for more than ninety days.

(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the company.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the construction activities and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, goods and service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, wealth-tax, service tax, sales-tax, goods and service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, goods and service tax, duty of custom, duty of excise, value added tax and cess on account of any dispute, are as follows:

Name of the statue	Nature of	Disputed	Amount Paid	Financial Year	Forum where dispute is pending
	dues	Amount (Rs. lakhs)	under protest (Rs. lakhs)	to which it relates
Income Tax Act, 1961	Income Tax	37	37	2007-14	Income Tax Appellate Tribunal
		973	-	2006-10	The High Court of Karnataka
		298	2	2010-11 2011-12	Commissioner Of Income Tax (Appeals)
		499	-	2012-13
		29	-	2013-14
Finance Act, 1994	Service Tax	97	-	2006-08	Custom Excise & Service Tax
		376	-	2008-12	Appellate Tribunal
		699	-	2009-12
Karnataka Value Added Tax, 2003	Value added	222	222	2006-07	Joint Commissioner of Commercial
	tax	80	80	2008-09	Taxes (Appeals)
		48	48	2009-10
		435	237*	2010-11
		115	115	2011-12
		250	250	2010-11	The High Court of Karnataka
		1290	400**	2012-13	Karnataka Appellate Tribunal
		246	100	2013-14	Deputy Commissioner of Commercial Taxes
Karnataka Tax On Entry Of Goods	Entry tax	84	84	2008-09	Joint Commissioner of Commercial
Act, 1979					Taxes (Appeals)

* Excluding bank guarantee of Rs.198 lakhs provided by the Company under protest. ** Excluding bank guarantee of Rs.890 lakhs provided by the Company under protest.

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of loans or borrowing to a bank or financial institution. The Company did not have any loans or borrowing from government or dues to debenture holders.

(ix) In our opinion and according to the information and explanations given by the management, the Company has utilized the monies raised by way of term loans (representing loans with a repayment period beyond 36 months) for the purposes for which they were raised. The Company has not raised any monies by way of initial public offer/further public offer (including debt instruments).

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, we report that the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given by the management, the Company has complied with provisions of Section 42 of the Companies Act, 2013 in respect of the preferential allotment or private placement of shares (representing offering of its equity shares through a qualified institutions placement). According to the information and explanations given by the management, we report that the amounts raised, have been used for the purposes for which the funds were raised, though idle/surplus funds which were not required for immediate utilization have been gainfully invested in liquid investments payable on demand. The Company has not made any preferential allotment or private placement of fully or partly convertible debentures during the year.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in Section 192 of the Companies Act, 2013.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

Report on the Internal Financial Controls under Clause (i) oF Subsection 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Brigade Enterprises Limited(“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting with reference to these standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to these standalone financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting with reference to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls over financial reporting with reference to these standalone financial statements.

Meaning of Internal Financial Controls Over Financial Reporting With Reference to these Financial Statements

A company’s internal financial control over financial reporting with reference to these standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting with reference to these standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting With Reference to these Standalone Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting with reference to these standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting with reference to these standalone financial statements to future periods are subject to the risk that the internal financial control over financial reporting with reference to these standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls over financial reporting with reference to these standalone financial statements and such internal financial controls over financial reporting with reference to these standalone financial statements were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Adarsh Ranka

Partner

Membership Number: 209567

Place : Bengaluru

Date: May 16, 2018

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Mar 31, 2017

To the Members of Brigade Enterprises Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Brigade Enterprises Limited ("the Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss, including the statement of 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.

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 standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with 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. 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing, 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 judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of 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 standalone Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,

2017, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s report) Order, 2016 ("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 1” 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 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 standalone Ind AS 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 as on March 31, 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017, 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 2” to this report;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 32(c) to the standalone Ind AS financial statements.

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

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

iv. The Company has provided requisite disclosures in Note 40 to the standalone Ind AS financial statements as to the holding of Specified Bank Notes (SBNs) on November 08, 2016 and December 30, 2016 as well as dealings in SBNs during the period from November 08, 2016 to December 30, 2016. Based on audit procedures and relying on management representations, except for the segregation between SBNs and other denomination notes as more fully described in Note 40 to the standalone Ind AS financial statements upon which we are unable to comment on in the absence of necessary details, we report that the amounts disclosed in the said note is in accordance with the books of account maintained by the Company and produced to us for verification.

To the Members of Brigade Enterprises Limited

Report on the matters specified in paragraphs 3 and 4 of the Companies

(Auditor''s Report) Order, 2016 ("the Order”)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment and investment property.

(b) All property, plant and equipment and investment property have not been physically verified by the management during the year but 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) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment and investment property (including capital work -in-progress) are held in the name of the Company.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

(iii) (a) The Company has granted loans to six parties (including interest-free loans) covered in the register maintained under Section 189 of the Companies Act, 2013 ("the Act”). In our opinion and according to the information and explanations given to us, the terms and conditions of the loans are not prejudicial to the Company''s interest, having regard to management''s representation that the loans are given to such parties considering the Company''s economic interest and long-term trade relationship with such parties.

(b) In respect of loans granted to parties covered in the register maintained under Section 189 of the Companies Act, 2013, the loans are repayable as per the contractual terms and are interest-free. As per contractual terms, the loans have not fallen due for repayment. Accordingly, there has been no default on the part of the parties to whom the money has been lent.

(c) There are no amounts of loans granted to companies, firms or other parties covered in the register maintained under Section 189 of the Act, which are outstanding for more than ninety days.

(iv) In our opinion and according to the information and explanations given to us, provisions of Section 185 and 186 of the Act in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.

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

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Act, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, service tax, sales-tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the dues outstanding of income tax, sales-tax, service tax, duty of customs, duty of excise or value added tax, which have not been deposited on account of any dispute, are as follows:

(viii) In our opinion and according to information and explanations given by the management, the Company has not defaulted in repayment of dues to banks or financial institutions. The Company has no outstanding dues to debenture holders or government.

Name of the statue	Nature of dues	Disputed Amount (REs, lakhs)	Amount Paid under protest (REs, lakhs)	Financial Year to which it relates	Forum where dispute is pending
Income Tax Act, 1961	Income Tax	37	37	2008-09	Income Tax Appellate Tribunal
		973	-	2009-10	Karnataka High Court
		298	-	2010-11	Commissioner Of Income Tax
		2	2	2011-12	(Appeals)
		499	-	2012-13
		29	-	2013-14
Finance Act, 1994	Service Tax	97	-	2004-06	Custom Excise & Service Tax
		16	-	2006-08	Appellate Tribunal
		81	-	2006-08
		376	-	2008-12
		699	-	2009-12
Karnataka Value Added Tax, 2003	Value added	222	222	2006-07	The Joint Commissioner of
	tax	50	50	2008-09	Commercial Taxes (Appeals)
		48	48	2009-10
		435	237*	2010-11
		115	115	2011-12
		1,290	400**	2012-13	Karnataka Appellate Tribunal
Karnataka Tax On Entry Of Goods	Entry tax	113	113	2008-09	The Joint Commissioner of
Act, 1979					Commercial Taxes (Appeals)

* Excluding bank guarantee of REs, 198 lakhs provided by the Company under protest. ** Excluding bank guarantee of REs, 890 lakhs provided by the Company under protest

(ix) According to the information and explanations given by the management, the Company has utilized the monies raised by way of term loans (representing loans with a repayment period beyond 36 months) for the purpose for which the loan was obtained. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments).

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or on the Company by its officers and employees has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid/provided in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion, the Company is not a nidhi company. Accordingly, the provisions of Clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

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

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully/partly convertible debentures during the year. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company and hence not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in Section 192 of the Act.

(xvi) According to the information and explanations given to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

To the Members of Brigade Enterprises Limited

Report on the Internal Financial Controls under Clause (i) oF Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act”)

We have audited the internal financial controls over financial reporting of Brigade Enterprises Limited ("the Company”) as of March 31, 2017 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility For Internal Financial Controls

The Company''s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note”) and the Standards on Auditing as specified under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Adarsh Ranka

Partner

Membership Number: 209567

Place: Bengaluru

Date: May 22, 2017

---

Mar 31, 2016

To the Members of Brigade Enterprises Limited Report on the Financial Statements

We have audited the accompanying standalone financial statements of Brigade Enterprises Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2016, 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 standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with 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 standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2016, 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,

2016 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in “Annexure 1” 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 standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 31 to the financial statements;

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

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

To the Members of Brigade Enterprises Limited

Report on the matters specified in paragraphs 3 and 4 of the Companies (Auditor’s Report) Order, 2016 (“the Order”)

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

(b) All fixed assets have not been physically verified by the management during the year but 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) According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the Company.

(ii) The management has conducted physical verification of inventory at reasonable intervals during the year and no material discrepancies were noticed on such physical verification.

(iii) (a) The Company has granted interest-free loans to six parties covered in the register maintained under Section 189 of the Companies Act, 2013 (“the Act”). In our opinion and according to the information and explanations given to us, the terms and conditions of the loans are not prejudicial to the Company''s interest, having regard to management''s representation that the loans are given to such parties considering the Company''s economic interest and long-term trade relationship with such parties.

(b) In respect of loans granted to parties covered in the register maintained under Section 189 of the Companies Act, 2013, the loans are repayable as per the contractual terms and are interest-free. As per contractual terms, the loans have not fallen due for repayment. Accordingly, there has been no default on the part of the parties to whom the money has been lent.

(c) There are no amounts of loans granted to companies, firms or other parties covered in the register maintained under Section 189 of the Act, which are outstanding for more than ninety days.

(iv) In our opinion and according to the information and explanations given to us, provisions of Section 185 and 186 of the Act in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.

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

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Act, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, service tax, sales-tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the dues outstanding of income tax, sales-tax, service tax, duty of customs, duty of excise or value added tax, which have not been deposited on account of any dispute, are as follows:

(viii) In our opinion and according to information and explanations given by the management, the Company has not defaulted in repayment of dues to banks or financial institutions. The Company has no outstanding dues to debenture holders or government.

Name of the statue	Nature of dues	Disputed Amount (Rs, Lakhs)	Amount Paid under protest (Rs, Lakhs)	Financial Year to which it relates	Forum where dispute is pending
Income Tax Act, 1961	Income Tax	37	37	2008-09	Income Tax Appellate Tribunal
		973	-	2009-10	Karnataka High Court
		298	-	2010-11	Commissioner Of Income Tax (Appeals)
		2	2	2011-12
		499	-	2012-13
Finance Act, 1994	Service Tax	97	-	2004-06	Custom Excise & Service Tax Appellate Tribunal
		16	-	2006-08
		81	-	2006-08
Karnataka Value Added Tax, 2003	Value added tax	222	222	2006-07	The Joint Commissioner of Commercial Taxes (Appeals)
		50	50	2008-09
		48	48	2009-10
		435	237*	2010-11
		115	115	2011-12
		1290	400**	2012-13	Karnataka Appellate Tribunal
Karnataka Tax On Entry Of Goods Act, 1979	Entry tax	113	113	2008-09	The Joint Commissioner of Commercial Taxes (Appeals)

* Excluding bank guarantee of Rs, 198 Lakhs provided by the Company under protest. ** Excluding bank guarantee of Rs, 890 Lakhs provided by the Company under protest.

(ix) According to the information and explanations given by the management, the Company has utilized the monies raised by way of term loans (representing loans with a repayment period beyond 36 months) for the purpose for which the loan was obtained. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments).

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or on the Company by its officers and employees has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid/provided in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

(xii) In our opinion, the Company is not a nidhi company. Accordingly, the provisions of Clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

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

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully/partly convertible debentures during the year Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company and hence not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in Section 192 of the Act.

(xvi) According to the information and explanations given to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

To the Members of Brigade Enterprises Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)We have audited the internal financial controls over financial reporting of Brigade Enterprises Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company''s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error

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

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S. R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Adarsh Ranka

Partner

Membership Number: 209567

Place: Bengaluru

Date: May 16, 2016

---

Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of BRIGADE ENTERPRISES LIMITED (''the Company''), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and the Cash Flow 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 financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act'') read with General Circular 15/2013 dated 13 September 2013 of Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

Annexure referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of the Independent Auditors'' Report to the members of Brigade Enterprises Limited on the accounts for the year ended 31st March, 2014.

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

(b) All the fixed assets have been physically verified by the management during the period and no material discrepancies were noticed on such verification.

(c) During the period, the company has not disposed off any substantial part of its Fixed Assets that would affect the Going Concern assumption of the Company.

(ii) (a) The Inventory has been physically verified at reasonable intervals during the period by the management. In our opinion, the frequency of verification is reasonable.

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

(c) The company is maintaining proper records of inventories. The discrepancies noticed on verification between physical stock and book stock was not material and has been properly dealt with in books of account.

(iii) (a) The company has granted loans to 13 parties covered in the register maintained under Section 301 of the Companies Act, 1956 (the Act). The maximum amount outstanding during the year was Rs. 41,031 lakhs and the year end balance of such loans amounted to Rs. 29,655 lakhs. Other than the above, the company has not granted any loans, secured or unsecured, to companies, firms or parties covered in the register maintained under Section 301 of the Act.

(b) In our opinion, the rate of interest and other terms and conditions on which the loans have been granted to the bodies corporate listed in the register maintained under Section 301 of the Act are not , prima facie, prejudicial to the interest of the Company.

(c) In the case of the loans granted to the bodies corporate listed in the register maintained under Section 301 of the Act, the borrowers have been regular in the payment of the interest, if any, as stipulated. The terms of arrangement do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 4(iii) (c) of the order is not applicable to the Company in respect of repayment of the principal amount.

(d) There are no overdue amounts of more than Rs. 1 lakh in respect of the loans granted to the bodies corporate listed in the register maintained under Section 301 of the Act.

(e) The company has taken loans from 4 companies covered in the register maintained under section 301 of the Act. The maximum amount outstanding during the year was Rs.1,127 lakhs and the year end balance of such loans amounted to Rs. 54 lakhs. Other than the above, the company has not taken any loans, secured or unsecured, from companies, firms or parties covered in the register maintained under Section 301 of the Act.

(f) In our opinion, the rate of interest and other terms and conditions on which the loans have been taken from bodies corporate listed in the register maintained under Section 301 of the Act are not, prima facie, prejudicial to the interest of the Company.

(g) In the case of the loans taken from the bodies corporate listed in the register maintained under Section 301 of the Act, the company has been regular in the payment of the interest, if any, as stipulated. The terms of arrangement do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 4(iii) (g) of the order is not applicable to the Company in respect of repayment of the principal amount.

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

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. five lakhs in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the company has not accepted deposits from public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the rules framed there under, are not applicable to the company.

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

(viii) According to the information and explanation given to us, the company has maintained such accounts and records pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1 )(d) of the Companies Act 1956.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Employee Provident Fund, Employees State Insurance, Income-Tax, Sales-Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other statutory dues applicable to it except for some delays.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess were in arrears, as at 31.03.2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the particulars of Income tax, Value Added tax and Service Tax as at 31st March 2014, which have not been deposited on account of a dispute pending are as under:

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

Service Tax on Import For the period from April, Customs, Excise, and Service Service Tax 96,99,396/-

of Services 2004 to March, 2006 Tax Appellate Tribunal

Notification Benefit For the period from April, Customs, Excise, and Service Service Tax 15,76,522/- Denial 2006 to March, 2008. Tax Appellate Tribunal

Service Tax on certain For the period from April, Customs, Excise, and Service Service Tax 81,19,457/- Leases 2006 to March, 2008. Tax Appellate Tribunal

The Joint Commissioner of Value Added Tax Works Contract Tax 2,00,49,5827- For the AY 2008-09 Commercial Taxes (Appeals -2) Income Tax Act Disallowance u/s 14A. 1,25,27,272/- Assessment Year 2009-10 Income Tax Appellate Tribunal

Disallowance of Deduction u/s 80-IB Assessment Year 2010-11 Commissioner of Income Tax Income Tax Act 12,70,83,680/- and expenditure u/s and 2011-12 (Appeals) 14A

*net of amounts paid under protest

(x) In our opinion, the company has no accumulated losses and the company has not incurred cash losses during the financial period covered by our audit and the immediately preceding financial period.

(xi) 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 or bank or debenture holders.

(xii) In our opinion, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, maintenance of records is not applicable.

(xiii) In our opinion, the company is not a chit fund or nidhi mutual benefit fund/society and therefore, the provisions of clause 4(xiii) of the Order are not applicable to the company.

(xiv) According to the information and explanations provided to us, the company is not dealing in or trading in shares, securities, debentures and other investments and accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the company.

(xv) 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 institution and accordingly provisions of clause 4(xv) of the Order are not applicable to the company.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose 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 funds raised on short-term basis have not been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the period to parties and companies covered in the Register maintained under Section 301 of the Act and therefore, the provisions of clause 4(xviii) of the Order are not applicable to the company.

(xix) According to the information and explanations given to us, the Company has not issued any debenture and therefore, the provisions of clause 4(xix) of the Order are not applicable to the company.

(xx) The Company has not raised any monies by way of public issues 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 period under review.



For Narayanan, Patil and Ramesh

Chartered Accountants Firm Regn No.002395S



L.R. Narayanan

Place: Bangalore Partner

Date: 7th May, 2014 Membership Number: 200/25588

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of BRIGADE ENTERPRISES LIMITED (the Company), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and the Cash Flow 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 prepa- ration of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (''the Act''). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assess- ments, the auditor considers the 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 presen- tation 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 state- ments give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

Annexure referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of the Independent Auditors'' Report to the members of Brigade Enterprises Limited on the accounts for the year ended 31st March, 2013.

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

(b) All the fixed assets have been physically verified by the management during the period and no material discrepancies were noticed on such verification.

(c) During the period, the company has not disposed off any substantial part of its Fixed Assets that would affect the Going Concern assumption of the Company.

(ii) (a) The Inventory has been physically verified at reasonable intervals during the period by the management. In our opinion, the frequency of verifi- cation is reasonable.

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

(c) The company is maintaining proper records of inventories. The discrepancies noticed on verification between physical stock and book stock was not material.

(iii)(a) The company has granted loans to 8 bodies corporate covered in the register maintained under Section 301 of the Companies Act, 1956 (''the Act''). The maximum amount outstanding during the year was Rs 33,632 lakhs and the year end balance of such loans amounted to Rs 33,632 lakhs. Other than the above, the company has not granted any loans, secured or unsecured, to companies, firms or parties covered in the register maintained under Section 301 of the Act.

(b) In our opinion, the rate of interest and other terms and conditions on which the loans have been granted to the bodies corporate listed in the register maintained under Section 301 of the Act are not, prima facie, prejudicial to the interest of the Company.

(c) In the case of the loans granted to the bodies corporate listed in the register maintained under Section 301 of the Act, the borrowers have been regular in the payment of the interest, if any, as stipulated. The terms of arrangement do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 4(iii)(c) of the order is not applicable to the Company in respect of repayment of the principal amount.

(d) There are no overdue amounts of more than Rs 1 lakh in respect of the loans granted to the bodies corporate listed in the register maintained under Section 301 of the Act.

(e) The company has taken loans from a company covered in the register maintained under section 301 of the Act. The maximum amount outstanding during the year was Rs 279 lakhs and the year end balance of such loans amounted to Rs Nil. Other than the above, the company has not taken any loans, secured or unsecured, from companies, firms or parties covered in the register maintained under Section 301 of the Act.

(f) In our opinion, the rate of interest and other terms and conditions on which the loans have been taken from bodies corporate listed in the register maintained under Section 301 of the Act are not, prima facie, prejudicial to the interest of the Company.

(g) In the case of the loans taken from the bodies corporate listed in the register maintained under Section 301 of the Act, the company has been regular in the payment of the interest, if any, as stipulated. The terms of arrangement do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 4(iii)(g) of the order is not applicable to the Company in respect of repayment of the principal amount.

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

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the company has not accepted deposits from public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the rules framed there under, are not applicable to the company.

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

(viii) According to the information and explanation given to us, the company has maintained such accounts and records pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act 1956.

(ix)(a) According to the information and explanations given to us and the records of the Company examined by us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Employee Provident Fund, Employees State Insurance, Income-Tax, Sales-Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess were in arrears, as at 31.03.2013 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the particulars of Income tax, Value Added tax and Service Tax as at 31st March 2013, which have not been deposited on account of a dispute pending are as under:

Name of the Statute Nature of Dues Amount (Rs)

Service Tax Service Tax on Import of Services Rs 18,00,67,470

Value Added Tax Additional turnover proposed Rs 12,06,24,122

Income Tax Act Disallowances u/s 14A Rs 56,15,148

Disallowance of Deduction Income Tax Act u/s 80-IB and expenditure u/s 14A Rs 10,66,73,737

Name of the Statute Period to which the Forum where amount relates dispute is pending

Service Tax For the period from Customs, Excise and Service Tax April, 2003 to March, 2010 Appellate Tribunal

Value Added Tax For the Assessment Year April Joint Commissioner of 2005 to March 2011 Commercial Taxes (Appeals)

Income Tax Act Income Tax Assessment Year 2008-09 Appellate Tribunal

Income Tax Act Income Tax Assessment Year 2009-10 Appellate Tribunal

(x) In our opinion, the company has no accumulated losses and the company has not incurred cash losses during the financial period covered by our audit and the immediately preceding financial period.

(xi) 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 or bank or debenture holders.

(xii) In our opinion, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, maintenance of records is not applicable.

(xiii) In our opinion, the company is not a chit fund or nidhi mutual benefit fund / society and therefore, the provi- sions of clause 4(xiii) of the Order are not applicable to the company.

(xiv) According to the information and explanations provided to us, the company is not dealing in or trading in shares, securities, debentures and other investments and accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the company.

(xv) 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 institution and accordingly provisions of clause 4(xv) of the Order are not applicable to the company.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose 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 funds raised on short-term basis have not been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the period to parties and companies covered in the Register maintained under Section 301 of the Act and therefore, the provisions of clause 4(xviii) of the Order are not applicable to the company.

(xix) According to the information and explanations given to us, the Company has not issued any debenture and therefore, the provisions of clause 4(xix) of the Order are not applicable to the company.

(xx) The Company has not raised any monies by way of public issues 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 period under review.

for Narayanan, Patil and Ramesh

Chartered Accountants

Firm Regn No. 002395S

L. R. Narayanan

Place: Bangalore Partner

Date: May 07, 2013 Membership No: 200/25588

---

Mar 31, 2012

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

2. We 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 amounts and disclosures in the Financial Statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial 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 and 5 of the said 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 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 such books.

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

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

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

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts together with the notes thereon give the information required under the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India:

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

ii) In the case of Profit and Loss account, of the Profit for the year ended on that date.

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

Annexure referred to in paragraph 3 of the Auditors' Report to the members of Brigade Enterprises Limited on the accounts for the period ended 31st March 2012.

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

(b) All the fixed assets have been physically verified by the management during the period and no material discrepancies were noticed on such verification.

(c) During the period, the company has not disposed off any substantial part of its Fixed Assets that would affect the Going Concern assumption of the Company.

(ii) (a) The Inventory has been physically verified at reasonable intervals during the period by the management. In our opinion, the frequency of verification is reasonable.

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

(c) The company is maintaining proper records of inventories. The discrepancies noticed on verification between physical stock and book stock was not material.

(iii) (a) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured from the companies, firms and other parties mentioned in the Register maintained under section 301 of the Companies Act, 1956.

(b) Since the company has neither granted nor taken any loans, the provisions of clause (iii) (b), (iii) (c), (iii) (d), (iii) (e), (iii) (f), (iii) (g), of the Order are not applicable to the company.

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

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the company has not accepted deposits from public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the rules framed there under, are not applicable to the company.

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

(viii) According to information and explanation given to us, the company has maintained such accounts and records pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act 1956. The company is in the process of getting such accounts and records duly audited by a Cost Accountant.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Employee Provident Fund, Employees State Insurance, Income-Tax, Sales-Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess were in arrears, as at 31st March 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the particulars of Income tax, Value Added tax and Service Tax as at 31st March 2012, which have not been deposited on account of a dispute pending are as under.

Period to which the Forum where

Name of the Statute Nature of Dues Amount (Rs)

amount relates dispute is pending

For the period from Customs, Excise and

Service Tax service tax on Rs 96,99,396 April, 2003 to Service Tax import of Appellate service

March, 2008 Tribunal

For the Asses sment Year Joint Commissi oner of Value Added Tax Additiona1 turn over Rs 10,56,24,122 April 2005 To March 2008 Commerci

al Taxes

Proposed and MarCh 2010 (Appeals)

Disallowances Income Tax

Income Tax Act , Rs 56,15,148 Assessment Year 2008-09

u/s 14A Appellate Tribunal

Disallowances Assessment Year 2008-09

Income Tax Act u/s 80-IB, u/s 14A Rs 11,22,88,885 and

& others Assessment Year 2009-10 Appellate Tribunal

(x) In our opinion, the company has no accumulated losses and the company has not incurred cash losses during the financial period covered by our audit and the immediately preceding financial period.

(xi) 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 or bank or debenture holders.

(xii) In our opinion, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, maintenance of records is not applicable.

(xiii) In our opinion, the company is not a chit fund or nidhi mutual benefit fund / society and therefore, the provisions of clause 4(xiii) of the Order are not applicable to the company.

(xiv) According to the information and explanations provided to us, the company is not dealing in or trading in shares, securities, debentures and other investments and accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the company.

(xv) 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 institution and accordingly provisions of clause 4(xv) of the Order are not applicable to the company.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose 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 funds raised on short-term basis have not been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the period to parties and companies covered in the Register maintained under Section 301 of the Act and therefore, the provisions of clause 4(xviii) of the Order are not applicable to the company.

(xix) According to the information and explanations given to us, the Company has not issued any debenture and therefore, the provisions of clause 4(xix) of the Order are not applicable to the company.

(xx) The Company has not raised any monies by way of public issues 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 period under review.

for Narayanan, Patil and Ramesh

Chartered Accountants Firm Regn

No. 002395S

Patil Udaya Kumar

Place: Bangalore Partner

Date: May 07, 2012 Membership No: 200/25589

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of BRIGADE ENTERPRISES LIMITED, as at 31st March, 2011 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

2. We 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 amounts and disclosures in the Financial Statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial 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 specifed in paragraphs 4 and 5 of the said order.

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

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

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

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

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

e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the company are disqualifed as on 31st March, 2011 from being appointed as Directors of the company under clause (g) of sub section (1) of Section 274 of Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts together with the notes thereon give the information required under the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India:

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

ii) In the case of Profit and Loss account, of the Profit for the year ended on that date.

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

Annexure to Auditors Report

Annexure referred to in paragraph 3 of the Auditors Report to the members of Brigade Enterprises Limited on the accounts for the period ended 31st March 2011.

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

(b) All the fixed assets have been physically verifed by the management during the period and no material discrepancies were noticed on such verifcation.

(c) During the period, the company has not disposed off any substantial part of its Fixed Assets that would affect the Going Concern assumption of the Company.

(ii) (a) The Inventory has been physically verifed at reasonable intervals during the period by the management. In our opinion, the frequency of verif- cation is reasonable.

(b) The procedures of physical verifcation of inventory 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 inventories. The discrepancies noticed on verif- cation between physical stock and book stock was not material.

(iii) (a) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured from the companies, frms and other parties mentioned in the Register maintained under section 301 of the Companies Act, 1956. (b) Since the company has neither granted nor taken any loans, the provisions of clause (iii) (b), (iii) (c), (iii) (d), (iii) (e), (iii) (f), (iii) (g), of the Order are not applicable to the company.

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

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees fve lakhs in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us, the company has not accepted deposits from public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA or any other relevant provi- sions of the Act and the rules framed there under, are not applicable to the company.

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

(viii) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records and hence the provision of clause 4(viii) is not applicable.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Employee Provident Fund, Employees State Insurance, Income-Tax, Sales- Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and any other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess were in arrears, as at 31.03.2011 for a period of more than six months from the date they became payable

(c) According to the information and explanations given to us, the particulars of Income Tax, Value Added Tax and Service Tax as at 31st March 2011, which have not been deposited on account of a dispute pending are as under:

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

Service Tax on For the period from Customs, Excise and Service Tax Import Rs 96,99,396 April, 2003 to Service Tax Appellate of Services March, 2008 Tribunal

Joint Commissioner of Additional turnover For the period April VAT Rs 10,08,26,571 Commercial Taxes proposed 2005 to March 2008 (Appeals)

Disallowance u/s Assessment Year Income Tax Appellate Income Tax Act Rs 56,15,148 14A 2008-09 Tribunal

(x) In our opinion, the company has no accumulated losses and the company has not incurred cash losses during the financial period covered by our audit and the immediately preceding financial period.

(xi) 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 insti- tution or bank or debenture holders.

(xii) In our opinion, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, maintenance of records is not applicable.

(xiii) In our opinion, the company is not a chit fund or nidhi mutual benefit fund / society and therefore, the provisions of clause 4(xiii) of the Order are not applicable to the company.

(xiv) According to the information and explanations provided to us, the company is not dealing in or trading in shares, securities, debentures and other investments and accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the company.

(xv) 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 insti- tution and accordingly provisions of clause 4(xv) of the Order are not applicable to the company.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose 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 funds raised on short-term basis have not been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the period to parties and companies covered in the Register maintained under Section 301 of the Act and therefore, the provisions of clause 4(xviii) of the Order are not applicable to the company.

(xix) According to the information and explanations given to us, the Company has not issued any debenture and therefore, the provisions of clause 4(xix) of the Order are not applicable to the company.

(xx) In our opinion, in respect of the monies raised by the company by way of public issue during the year, the management has disclosed the end use of money raised by public issues as a part of Notes to Accounts and the same has been verifed.

(xxi) We have been informed that an erstwhile junior level employee of the Company had embezzled funds amounting to Rs 147.58 Lakhs over a period from April 2007 to June 2009. The Companys internal investigation under the direct supervision of the Companys Audit Committee related to this embezzlement has been completed. We have also been informed that a sum of Rs 43.28 Lakhs has been recovered by this company on this account.

for Narayanan, Patil and Ramesh

Chartered Accountants

Firm Regn No. 002395S

Patil Udaya Kumar

Partner

Membership No: 200/25589

Place: Bangalore

Date: May 04, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of BRIGADE ENTERPRISES LIMITED, as at 31st March, 2010 and also the Profi t and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These fi nancial 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 Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the fi nancial 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 signifi cant estimates made by management, as well as evaluating the overall fi nancial 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 specifi ed in paragraphs 4 and 5 of the said order.

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

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

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

c) The Balance Sheet and Profi t 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 Balance Sheet, Profi t and Loss Account and Cash Flow Statement dealt with this report, comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the Company are disqualifi ed as on 31st March, 2010 from being appointed as Directors of the Company under Clause (g) of sub-section (1) of Section 274 of Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the accounts together with the notes thereon give the information required under the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India:

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

ii) In the case of Profit and Loss account, of the Profit for the year ended on that date.

iii) In the case of Cash Flow Statement of the Cash fl ows for the year ended on that date.

Annexure referred to in paragraph 3 of the Auditors’ Report to the members of Brigade Enterprises Limited on the accounts for the year ended 31st March, 2010 .

(i) (a) The Company has maintained proper records

showing full particulars, including quantitative details and situation of Fixed Assets.

(b) All the fi xed assets have been physically verifi ed by the management during the period and no material discrepancies were noticed on such verifi cation.

(c) During the period, the Company has not disposed off any substantial part of its Fixed Assets that would affect the Going Concern assumption of the Company.

(ii) (a) The Inventory has been physically verifi ed at reasonable intervals during the period by the management. In our opinion, the frequency of verifi cation is reasonable.

(b) The procedures of physical verifi cation of inventory 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 inventories. The discrepancies noticed on verifi cation between physical stock and book stock was not material.

(iii) (a) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured from the companies, fi rms and other parties mentioned in the Register maintained under Section 301 of the Companies Act, 1956.

(b) Since the Company has neither granted nor taken any loans, the provisions of Clause (iii) (b), (iii) (c), (iii) (d), (iii) (e), (iii) (f), (iii) (g), of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, with regard to purchase of inventory, fi xed assets and for the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 have been so entered. (b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees fi ve lakhs in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) According to the information and explanations

given to us, the Company has not accepted deposits from public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA or any other relevant provisions of the Act and the rules framed there under, are not applicable to the Company.

(vii) In our opinion, the Company has an internal

audit system commensurate with the size and nature of its business.

(viii) According to the information and explanations

given to us, the Central Government has not prescribed maintenance of cost records and hence the provision of Clause 4(viii) is not applicable.

(ix) (a) According to the information and explanations given to us and the records of the Company examined by us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Employee Provident Fund, Employees State Insurance, Income-Tax, Sales-Tax, Service Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and any other statutory dues applicable to it. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess were in arrears, as at 31.03.2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the particulars of Income tax, Value Added tax and Service Tax as at 31st March, 2010, which have not been deposited on account of a dispute pending are as under:

Name of the Nature of Dues Amount (Rs.) Period to which the Forum where dispute is

Statute amount relates pending

Service Tax Service Tax on Import of Services Rs. 96,99,396. For the period from April, Customs, Excise, and 2003 to March, 2008 Service Tax Appellate Tribunal Income Tax Act Disallowance of Deduction under Rs. 67,95,983 For Assessment year Commissioner of

Section 80IB & levy of interest U/s 2006-07 Income-tax (Appeals)

234B

(x) In our opinion, the Company has no accumulated losses and the Company has not incurred cash losses during the fi nancial period covered by our audit and the immediately preceding fi nancial period.

(xi) In our opinion, and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a fi nancial institution or bank or debenture holders.

(xii) In our opinion, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence, maintenance of records is not applicable.

(xiii) In our opinion, the Company is not a chit fund or nidhi mutual benefi t fund/society and therefore, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

(xiv) According to the information and explanations provided to us, the Company is not dealing in or trading in shares, securities, debentures and other investments and accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or fi nancial institution and accordingly provisions of clause 4(xv) of the Order are not applicable to the Company.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose 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 funds raised on short-term basis have not been used for long-term investment.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares during the period to parties and companies covered in the Register maintained under Section 301 of the Act and therefore, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

(xix) According to the information and explanations given to us, the Company has not issued any debenture and therefore, the provisions of clause 4(xix) of the Order are not applicable to the Company.

(xx) In our opinion, in respect of the monies raised by the Company by way of public issue during the year, the management has disclosed the end use of money raised by public issues as a part of Notes to Accounts and the same has been verifi ed.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the period under review.

for Narayanan, Patil and Ramesh Chartered Accountants Firm Reg. No. 002395S Patil Udaya Kumar Place : Bangalore, Partner Date : May 5, 2010 Membership No: 200/25589