Auditor Report of Citadel Realty & Developers Ltd.

Mar 31, 2024

The Members of Citadel Realty and Developers Limited Report on the Audit of the Financial Statements Opinion

We have audited the accompanying Financial Statements of CITADEL REALTY AND DEVELOPERS LIMITED (“the Company”), which comprise the Balance Sheet as at 31^st March 2024, the Statement of profit and loss (Including Other Comprehensive Income), Statement of changes in equity and Statement of Cash Flows for the period then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2024, its Loss including Other Comprehensive Income, Statement of changes in equity and its cash flows for the period ended on that date.

Basis for Opinion

We conducted our audit of Financial Statements 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 Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on Financial Statements.

Key Audit Matters

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

1. The assessment of recoverable amount of the Company’s investment in and loans receivable from Associates involves significant judgment in respect of assumptions such as discount rates, current work in hand, future contract wins/ future business plan and the recoverability of certain receivables as well as economic assumption such as growth rate.

Auditor’s responds:-

Our procedures included the following:

• Evaluated the net worth and past performance of the Company to whom loans given or investments made. Compared the carrying amount of the investment with the expected value of the business

Other Information

The Company’s Board of Directors is responsible for the Preparation of other information. The other information comprises of the information included in the Board’s Report including Annexures to Board’s report but does not include the Financial Statements and our auditor’s report thereon. Our opinion on the Financial Statements does not cover the other information and we do not express any form of assurance or conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. We have been informed that other information will be adopted by the Board of Directors at a later date and we will report, if other information so adopted is materially inconsistent with the financial statements.

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

The Company’s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Financial Statements that give a true and fair view of the Financial Position, Financial Performance including Other Comprehensive Income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and

detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 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 Financial Statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional scepticism throughout the audit.

We also:

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013 as amended , we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

2. During the year no director remuneration is paid or provided by the Company and hence reporting as required under Section 197(16) of the Act is not made.

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015, as amended.

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

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

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

1. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements -Refer note 39 to the standalone financial statements;.

2. The Company did not have any material foreseeable losses on long-term contracts including derivative contracts that require provision under any law or accounting standards for which there were any material foreseeable losses.

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

4. (a) The Management has represented to us that, to the best of it’s knowledge and belief, as disclosed in the notes to the

accounts no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons 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 to us that, to the best of it’s knowledge and belief, as disclosed in the notes to the accounts, no funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that has been considered reasonable and appropriate in the circumstances, nothing has come to our notice that cause us to believe that the representation given by the Management under paragraph (3) (g) (iv) (a) and (b) above contain any material misstatement.

5. The Company has not declared or paid any dividend during the current period.

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

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

For Bipin B. Shah & Co.

Firm Registration Number: 101511W

Chartered Accountants

Bipin B. Shah

Proprietor

Membership No. 013191

UDIN:- 24013191BKGUXP2534

Place:- Mumbai

Date :- May 9, 2024

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Mar 31, 2015

We have audited the accompanying standalone financial statements of CITADEL REALTY AND DEVELOPERS LIMITED, which comprises the balance sheet as at 31st March, 2015, statement of profit and loss and cash flow statements for the period then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matter 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 flow of the Company in accordance with the Accounting Principles generally accepted in India including Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. The 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 and ensuring their operating effectiveness and 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 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 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 standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about amounts and disclosures in the standalone financial statements. The procedures selected depend upon the auditor's judgment, including the assessment of the risks of material misstatement of the standalone 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 financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place adequate internal financial controls system over financial reporting and the operating effectiveness on such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Director as well as evaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion / adverse audit opinion on the standalone financial statements.

Opinion

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

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

(b) in the case of the statement of profit and loss, of the loss for the year ended on that date; and

(c) in the case of cash flow statements, of the cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order, 2015 (hereinafter referred to as the "Order"), issued by the Central Government of India in terms of Section 143(11) of the Act and we give in the Annexure hereto a statement on the matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable.

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

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

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

c. The Balance Sheet, the profit and loss and cash flow 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 the Accounting Standards specified 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 of the Company, as on 31st March, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act;

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

(i) . The Company has disclosed the impact of pending litigations on its financial position in its standalone

financial statements: Refer Note no. 22 on contingent liabilities to the standalone financial statement.

(ii) . There were no amounts which were required to be transferred to the Investor Educations and

Protection Fund by the Company.

Annexure to the Auditors' Report

(Referred to in paragraph 3 of our report of even date)

1. in respect of its fixed assets, since the Company does not hold any fixed assets, clauses (i) (a), (i) (b) of para 3 of the Order are not applicable.

2. In respect of its inventories held as stock in trade:

a. The inventory has been physically verified during the year by the management and in our opinion, the frequency of the verification is reasonable.

b. In our opinion and based on the information and explanations given to us, the procedure for physical verification followed by the management of inventories lying with it were reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given by the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. The Company has not granted any loans to parties covered in the register maintained under section 189 of the Companies Act, 2013. therefore, the requirements of clauses (iii) (a), (iii) (b) of para 3 of the Order are not applicable.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system maintained by the Company commensurate with the size and nature of the Company, for purchase of inventory. During the course of audit, we have not observed any continuing failure to correct major weakness in such internal controls.

5. According to the information and explanations given to us, the Company has not accepted deposits from the public. Therefore, the provisions of clause 4 (v) of the Companies (Auditors' Report), Order are not applicable to the Company.

6. According to the information and explanations given to us, the requirements of maintenance of cost records as prescribed by the Central Government under Section (1) of Section 148 of the Companies Act are properly maintained by the Company, as evidenced by a certificate of the compliance by a cost accountant.

7. In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise duty, Value Added Tax, Cess and other statutory dues, as applicable, have been generally and regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as on 31st March, 2015 for a period more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax Service Tax, Customs Duty, Wealth Tax, Excise Duty and Cess which have not been deposited on account of any dispute.

c. There is no amount required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

8. The accumulated losses of the Company at the end of the financial year are less than fifty percent of its net worth. The Company has not incurred cash loss during the current financial year however no cash loss has been incurred by the company in the immediately preceding financial year.

9. Based on our audit procedures and according to the information and explanations given to us, Company had not taken any loan from financial institution during the year and there was no loan outstanding at the beginning of the year, therefore clause ix of para 3 of the Order is not applicable to the Company.

10. The Company had not given any guarantee for loans taken by other from banks / financial institution. Therefore, provision of clause 4 (x) of the Order is not applicable to the Company.

11. In our opinion and according to the information and explanations given to us, the Company had not raised any term loan during the year. Therefore, provision of clause4 (xi)of the Order is not applicable to the Company.

12. According to the information and explanations given to us and on the basis of the examination of the records, no fraud on or by the Company was noticed or reported during the year.

FOR BIPIN SHAH & ASSOCIATES Chartered Accountants FRN: 101519W

Bipin Shah (Partner) Membership No.: 013191

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Mar 31, 2014

We have audited the accompanying financial statements of CITADEL REALTY AND DEVELOPERS LIMITED, which comprises the balance sheet as at 31 March 2014, statement of profit and loss and cash flow statements for the period then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the Accounting Principles generally accepted in India including 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 controls relevant to the preparation and presentation of the financial statements that give a true and fair view which are free from material misstatement, whether due to fraud or error.

Auditors'' 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 evidences about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements.

We believe 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 as 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 cash flow statements, of the cash flows forthe year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (hereinafter referred to as the "Order), issued by the Central Government of India in terms of Section 227(4A) of the Act and on the basis of such checks as we considered appropriate, we give in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order

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

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

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

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

d. In our opinion, the Balance Sheet, the Statement of Profit & Loss, and the Cash flow statement comply with the Accounting Standards referred to in subsection (3c) of section 211 of the Companies Act, 1956

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

Annexuretothe Auditors''Report

(Referred to in paragraph 4 of our reportof even date)

1. In respect of its fixed assets, since the company does not hold any fixed assets, clauses (i) (a), (i) (b) and (i) (c) of para 4 oftheOrderarenotapplicable.

2. In respect of its inventories held as stock in trade;

a. The inventory has been physically verified during the year by the management and in our opinion, the frequency of verification is reasonable.

b. In our opinion and based on the information and explanations given to us, the procedure of physical verification followed by the management of inventories lying with it were reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the Register maintained under Section 301 of the CompaniesAct, 1956:

a. The company has not granted any loan to any company that needs to be entered into the register in pursuance of section 301 of the companies act. Consequently, the requirements of clauses (iii) (a), (iii),(b), (iii) (c) and (iii) (d) of para4oftheOrderarenotapplicable.

b. The Company has taken unsecured loans from the parties listed in the register maintained under section 301 of the CompaniesAct, 1956 as under:_

Sr. Name of the Interest Relationship Opening No. Party Rate with the Balance Company Rs.(in Lacs)

1. Marathon Realty 12% Associate 62.88 Pvt. Ltd. Concern

2 Fibre Box Bombay Interest Associate 369 Pvt. Ltd. Free Concern

Name of the Party Loan repaid Loan received Closing during the year during the year Balance Rs. (in Lacs) Rs. (in Lacs) Rs. (in Lacs)

Marathon Realty Pvt. Ltd. 25.00 176.40 214.28

Fibre Box Bombay Pvt. Ltd. 0 0 369

c. In our opinion and based on explanations received from the management, the interest and other terms and conditions of the aforesaid loans taken are not prima facie prejudicial to the interest of the company.

d. The said unsecured loan is repayable on demand. There is no repayment schedule /overdue amount.

4. In our opinion and according to the information and explanations given to us, there is adequate internal control system maintained by the company commensurate with the size and nature of the company, for purchase of inventory. During the course of our audit, we have not observed any continuing failure to correct major weakness in such internal controls.

5. In respect of contracts or arrangements referred to in section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. The particulars of contracts or arrangements have been entered in the register maintained underthat section.

b. In our opinion, transactions during the year made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the company has not accepted deposits from the public. Therefore the provisions of clause 4(vi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

7. The company has no internal audit system.

8. According to the information and explanations given to us, the requirements of maintenance of cost records as prescribed by the Central Government under clause (d) of sub section (1) of section 209 of the Companies Act, 1956 are properly maintained by the company, as evidenced by a certificate of the compliance by a cost accountant.

9. In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues, as applicable, have been generally regularly deposited with t h e appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as on 31s'' March, 2014 for a period more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Service Tax, Custom Duty, Wealth Tax and Cess which have not been deposited on account of any dispute except for the dues referred to below:

Sr. Nature of Statute Nature of Dues Amount Period to which Forum where

No (Rs.) the amount relates dispute is pending

1 Employee State Employee State 797,111 1978 to 1997 Employee Insurance Act Insurance Contribution Insurance Court

10. The accumulated losses of the Company at the end of the financial year are less than fifty per cent of its net worth. The Company has not incurred cash loss during the currentfinancial year as well as immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, company had not taken any loan from financial institution during the year and there was no loan outstanding at the beginning of the year, therefore clause xi of para 4 of the caro,2003 is not applicable to the company.

12. In our opinion and according to the information and explanations given to us, the Company had not granted any loans and advances on the basis of security by way of pledge of shares, debentures and any other securities and hence question of maintenance of adequate records for this purpose does not arise.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi /mutual benefit fund / society. Therefore the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

14. The Company has not dealt or traded in shares, securities, debentures, mutual funds or other investments during the year. Therefore, provision of clause 4(xiv) of Caro,2003 is notapplicable to the company.

15. The Company had not given any guarantee for loans taken by others from banks / financial institution. Therefore, provision of clause4(xv) of the Caro,2003 is not applicable to the company.

16. In our opinion, and according to the information and explanations given to us, the company had not raised any term loan during the year. Therefore, provision of clause 4(xvi) of the Caro 2003 is not applicable to the company.

17. 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, prima facie, not been used for long-term investment during the year.

18. According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

19. During the period covered by our audit report, the Company has not issued any debentures and no debentures were outstanding at the beginning of the year. Therefore, the provisions of clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

20. The Company has not raised any money by way of public issue during the year. Therefore, provision of clause 4(xx) of the Caro,2003 is not applicable to the company

21. According to the information and explanations given to us and on the basis of the examination of the records, no fraud on or by the Company was noticed or reported during the year.

For BIPIN SHAH &ASSOCIATES

CharteredAccountants

FRN:101519W

(BipinB.Shah)

Partner

MembershipNo. 13191

Place :Mumbai

Date: May 27,2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Citadel Realty and Developers Limited, which comprises the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the period then ended, and a summary of significant accounting policies and other explanatory informations.

Management''s Responsibility forthe Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles generally accepted in India including Accounting Standard 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 controls relevant to the preparation and presentation of the financial statements that give a true and fair viewwhich are free from material misstatement, whetherdue to fraud orerror.

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

The company had not decided the terms and conditions of re payment of long term borrowing from related party.

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 as 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 Account, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (hereinafter referred to as the "Order") issued by the Central Government of India in terms of Section 227 (4A) of the Act, and on the basis of such checks as we considered appropriate we give in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 of said the Order.

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in subsection (3c) of section 211 of the CompaniesAct,1956;

e) on the basis of written representations received from the directors of the company as on March 31, 2013, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 oftheAct.

Annexure to the Auditors''Report

(Referred to in paragraph 4 of ourreportof even date)

1. In respect of its fixed assets, since the company does not hold any fixed assets, clauses (i) (a), (i) (b) and (i) (c) ofpara4 ofthe Order are not applicable.

2. In respect of its inventories held as stockin trade;

a. The inventory has been physically verified during the year by the management In our opinion, the frequency of verification is reasonable.

b. In our opinion and based on the information and explanations given to us, the procedures of physical verification followed by the management of inventories lying with it were reasonable and adequate in relation to the size ofthe Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. In respect ofthe loans, secured or unsecured, granted or taken by the Company to /from companies, firms or other parties covered in the Register maintained under Section 301 ofthe Companies Act, 1956.

a. The company has not granted any loan to any company that needs to be entered into the register in pursuance of section 301 ofthe Companies Act. Consequently, the requirements of clauses (iii) (a), (iii) (b),(iii)(c)and(iii)(d)ofpara4oftheOrderarenotapplicable.

5. In respect of contracts or arrangements referred to in section 301 ofthe Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. The particulars of contracts or arrangements have been entered in the register maintained under that section.

b. In our opinion, transactions during the year made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the company has not accepted deposits from the public. Therefore the provisions of clause 4(vi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

7. The Company has no internal audit system.

8. According to information and explanations given to us, the requirement of maintenance of cost records as prescribed by the Central Government under clause (d) of sub section (1) of section 209 of the Companies Act, 1956 are properly maintained by the company, as evidenced by a certificate ofthe compliance by a cost accountant.

9. In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues, as applicable, have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as on 31s'' March, 2013 for a period more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Service Tax, Custom Duty, Wealth Tax and Cess which have not been deposited on account of any dispute except for the dues referred in para no. 3 of note no 19 of the financial statements of the company.

10. The accumulated losses of the Company at the end of the financial year are less than fifty per cent of its net worth. The Company has not incurred cash loss during the current financial year as well as immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, Company had not taken any loan from financial institution during the year and there was no loan outstanding at the beginning of the year, therefore clause xi of para 4 of the caro, 2003 is not applicable to the company.

12. In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and any other securities and hencequestionofmaintenanceof adequate recordsforthispurposedoes notarise.

13. In our opinion and according to the information and explanation given to us, the Company is not a chitfund or a nidhi /mutual benefit fund / society. Therefore the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

14. The Company has not dealt or traded in shares, securities, debentures, mutual funds or other investments during the year. Therefore, provision of clause 4(xiv) of Caro, 2003 is not applicable to the company.

15. The Company has given not guarantees for loans taken by others from banks / financial institution. Therefore, provision of clause (4xv)of the Caro, 2003 is not applicable to the Company.

16. In our opinion, and according to the information and explanations given to us, the company had not raised any term loan during the year. Therefore, provision ofclause4(xvi)ofthe Caro 2003 is not applicable to the company.

17. 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, prima facie, not been used for long-term investmentduring the year.

18. According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

19. During the period covered by our audit report, the Company has not issued any debentures and no debentures were outstanding at the beginning of the year. Therefore, the provisions of clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

20. The Company has not raised any money by way of public issue during the year. Therefore, the provisions of clause 4(xx) of the Caro, 2003 is not applicable to the Company.

21. According to the information and explanations given to us and on the basis of the examination of the records, no fraud on or by the Company was noticed or reported during the year.

For Blpln Shah & Associates.

Chartered Accountants FRN.101519W

BipinB.Shah

Partner

(Membership No. 13191)

Place :Mumbai

Date:21/05/2013

---

Mar 31, 2012

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

2. We have conducted our audit in accordance with 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 that 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 Section 227(4A) of the Companies Act, 1956; and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, a statement on the matters specified in paragraphs 4 and 5 of the said Order is annexed hereto.

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

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

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

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

d) In our opinion, the Balance sheet and the Profit and Loss Account and the Cash flow statement dealt with by 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 the written representations received from the Directors, as on 31st March, 2012 and taken on records by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as Directors in terms of clause (g) of the sub-section (1)of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the significant Accounting policies and notes appearing in note no 19, give the information required by the Companies Act, 1956 in the manner so required and give true and fair view in conformity with the Accounting principles generally accepted in India:-

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

ii. in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

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

Annexure to the Auditors' Report

(Referred to in paragraph 3 of our report of even date)

1. In respect of its fixed assets, since the company does not hold any fixed assets, clauses (i)(a), (i)(b) and (i)(c) of para 4 of the Order are not applicable.

2. In respect of its inventories inform of land held as stock in trade;

a. The inventory has been physically verified during the year by the management In our opinion, the frequency of verification is reasonable.

b. In our opinion and based on the information and explanations given to us, the procedures of physical verification followed by the management of stock lying with it were reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

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

a. The company has not granted any loan to any company that needs to be entered into the register in pursuance of section 301 of the companies act. Consequently, the requirements of clauses (iii) (a), (iii) (b), (iii) (c) and (iii) (d) of para 4 of the Order are not applicable.

b. The Company has taken unsecured loans from the parties listed in the register maintained under section 301 of the Companies Act, 1956 as under:

Sr. Name of the Interest Relationship Opening No. Party Rate with the Balance Company Rs.(in Lacs)

1. Marathon Realty 12% Associate 148.33 Pvt. Ltd. Concern

2. Fibre Box Bombay Interest Associate 369 Pvt. Ltd. Free Concern

Sr. Loan repaid Loan required Closing No. during the year during the year Balance Rs. (in Lacs) Rs. (in Lacs) Rs. (in Lacs)

1. 68.18 0 80.15 2. 0 0 369

c. In our opinion and based on explanations received from the management, the interest and other terms and conditions of the aforesaid loans taken are not prima facie prejudicial to the interest of the company.

d. The said unsecured loan is repayable on demand. There is no repayment schedule/overdue amount.

4. In our opinion and according to the information and explanations given to us, during the year the company has initiated the internal audit function within the organization, which in our opinion needs to be strengthened.

5. In respect of contracts or arrangements referred to in section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

a. The particulars of contracts or arrangements have been entered in the register maintained under that section.

b. In our opinion, transactions during the year made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to information and explanations given to us, the company has not accepted deposits from the public. Therefore the provisions of clause 4(vi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

7. According to information and explanations given to us, the requirement of maintenance of cost records as prescribed by the Central Government under clause (d) of sub section (1) of section 209 of the Companies Act, 1956 are in the stage of getting implemented by the company.

8. In respect of statutory dues:

a. According to the records of the Company, undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues, as applicable, have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as on 31st March, 2012 for a period more than six months from the date they became payable.

b. According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Service Tax, Custom Duty, Wealth Tax and Cess which have not been deposited on account of any dispute except for the dues referred in para no. 3 of note no 19 of the financial statements of the company.

9. The accumulated losses of the Company at the end of the financial year are less than fifty per cent of its net worth. The Company has not incurred cash loss during the current financial year but had incurred cash loss in the immediately preceding financial year.

10. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in the repayment of dues to financial institutions and banks.

11. In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and any other securities and hence question of maintenance of adequate records for this purpose does not arise.

12. In our opinion and according to the information and explanation given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

13. The Company has not dealt (other than in Mutual Fund Units) or traded in shares, securities, debentures or other investments during the year. For dealings in units of Mutual Funds, the Company has maintained proper records of transactions and contracts. All the investments have been held by the Company in its own name.

14. The Company has not given any guarantees for loans taken by others from banks/financial institution.

15. In our opinion, and according to the information and explanations given to us, the company has not raised any term loan during the year.

16. 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, prima facie, not been used for long-term investment during the year.

17. According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. Therefore, the provisions of clause 4(xviii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

18. During the period covered by our audit report, the Company has not issued any debentures and no debentures were outstanding at the beginning of the year. Therefore, the provisions of clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

19. The Company has not raised any money by way of public issue during the year.

20. According to the information and explanations given to us and on the basis of the examination of the records, no fraud on or by the Company was noticed or reported during the year.



For Bipin B. Shah & Co. Chartered Accountants

(Bipin B. Shah) Proprietor Membership No. 13191 Firm Registration No. 101511W

Place: Mumbai Date :30th May, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of Citadel Realty and Developers Limited as at 31st March, 2011, and also the Profit & Loss Account for the year ended on that date and the Cash Flow Statements for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with 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 Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, a statement on the matters specified in paragraphs 4 and 5 of the said Order is annexed hereto.

4. Further to our comments in the statement referred to in paragraph

(3) above, we report that:

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

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

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

d) In our opinion , the Balance sheet and Profit and Loss Account and Cash flow statement dealt with by this report comply with the accounting standards referred to in subsection (3C) of section 211 of the Companies Act,1956;

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

f) In our opinion and to the best of our information and according to the explanations given to us , the said accounts read together with the significant Accounting policies and notes appearing in schedule XII, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011.

ii. in the case of the Profit and Loss Account, of the loss for the year ended on that date; and

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

STATEMENT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBER OF Citadel Realty and Developers Ltd ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2011.

1. A) The Company does not possess any fixed assets.

2. The Company has invested an amount of Rs. 11,301,500/ which is represented as Inventories Project Workin Progress Bhandup Estate.

3. The company has not granted any loan to any companies, firms, or other parties that needs to be entered into a register in pursuance of section 301 of the Act. Accordingly, 3 (b), 3 (c) and 3 (d) are not applicable.

4. In our opinion and according to the information and explanations given to us, their control systems commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods and services. During the course of our audit , we have not observed any major weakness in internal control system.

5. The Company has taken unsecured interest free loans from the parties listed in the register maintained under section 301 of the Companied Act, 1956 as under.

Sr. Name of The Relation ship Opening Loan taken Loan repaid Closing

No. Party with the balance during the year during the year balance

Company Rs. (in Lacs) Rs. (In Lacs) Rs. (In Lacs) Rs. (In Lacs)

1 Marathon Realty Associate 36.14 112 0 148.33 Pvt. Limited Concern

2 Fibre Box Associate 369 0 0 369 Bombay Pvt Concern Ltd

a) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section and

b) Transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regards to the prevailing market price at the relevant time.

6. In Accordance with the information and explanations given to us and based on our verification of books of account the Company has not accepted any deposits from the public during the year.

7. During the year the Company did not have an internal audit system.

8. The Central Government has not prescribed the maintenance of cost records for Company under section 209(1)(d) of the companies Act, 1956.

9. In respect of statutory dues :

a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund , Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. Accordingly to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as at the balance sheet date for a period of more that 6 months from the date of becoming payable.

b) According to the information and explanations given to us there were no dues of sales tax/income tax/ custom duty/wealth tax/excise duty which have not been paid on account of any dispute.

10. The Company has accumulated losses as at 31.3.2011 in excess of fifty per cent of its net worth. Further it has incurred cash loss during the year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to the financial institutions, banks or debentures holders.

12. The company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures, and other securities. Accordingly, the provision of Clause 4 (xii) of the order are not applicable to the company.

13. In our opinion, the company is not a chit fund, Nidhi / mutual benefit fund / society. Accordingly, the provision of clause 4 (xiii) of the order are not applicable to the Company.

14. The company is not dealing or trading in shares, securities, debentures, and other securities. Accordingly the provision of 4 (xiv) of the order are not applicable to the company.

15. According to the information and explanations given to us, the company has not given any guarantee for loan taken from financial institution and banks.

16. According to the information and explanations given to us, the company has not taken any term loan during the year.

17. On the basis of overall examination of the balance sheet of the company, in our opinion & according to the information and explanations given to us, there are no fund is raised during the year on a short term basis which have been used for long term investment.

18. The Company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained u/s 301 of the Companies Act, 1956.

19. The Company has not issued any debentures and hence the question of creating the securities in respect thereof does not arise.

20. The Company has not raised any money by public issue during the year.

According to the information and explanations given to us, and representation made by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For Bipin B. Shah & Co.

Chartered Accountants

(Bipin B. Shah)

Proprietor

Membership No. 13191

Firm Registration No: 101511W

Place : Mumbai

Date: 25th May, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Citadel Realty and Developers Limited as at 31 st March, 20] 0, and also the Profit & Loss Account for the year ended on that date and the Cash Flow Statements for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with 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 Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, a statement on the matters specified in paragraphs 4 and 5 of the said Order is annexed hereto.

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

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

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

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

d) In our opinion, the Balance sheet and Profit and Loss Account and Cash flow statement dealt with by 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 the written representations received from the Directors, as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2010 from being appointed as a Directors in terms of clause (g) of the sub-section (1) of section 274 of the Companies Act, 1956

f) In our opinion and to the best of our information and according to the explanations given to us , the said accounts read together with the significant Accounting policies and notes appearing in schedule XII, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

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

ii. in the case of the Profit and Loss Account, of the loss for the year ended on that date; and

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

STATEMENT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBER OF CITADEL REALTY AND DEVELOPERS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2010

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

B) The Company has carried out the physical verification of fixed assets during the year.

C) There are no Fixed Assets with the company and hence this para is not applicable.

2. The Company did not have stock of raw material and work in process; hence this paragraph is not applicable.

3. The company has taken unsecured interest free Loans from the parties listed in the register maintained under section 301 of the Companies Act 1956, as under.

4. There are no purchases of inventory or fixed assets during the year. There being no activity there is no necessity for internal control.

5. The Company has taken unsecured interest free loans from the parties listed in the register maintained under section 301 of the Companied Act, 1956 as under.

Sr. Name of the Relationship with Opening Balance

No. Party the Company Rs. (In Lacs)

1 Marathon Realty Associate 20.96 Pvt. Limited Concern

2 Fibre Box Bombay Associate 369 Pvt. Ltd. Concern





Name if the Party Loan taken Loan repaid Closing Balance Party during the year during the year Rs. (In Lacs) Rs. (In Lacs) Rs. (In Lacs)

1 Marathon Realty 15.18 0 36.14 Pvt.Limitecd

2 Fibre Box Bombay 0 0 369



The aforesaid loans are interest free and have been accepted without any stipulation as regards repayment of principle. In our opinion terms and conditions are not prima facie prejudicial to the interest of the Company. Apart from above the Company has not taken / granted any loans whether secured or unsecured from/to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act,1956.

6. In accordance with the information and explanations given to us and based on our verification of books of account the Company has not accepted any deposits from the public during the year.

7. During the year the Company did not have an internal audit system.

8. The Central Government has not prescribed the maintenance of cost records for Company under section 209 (1) (d) of the companies Act, 1956.

9. a) Based on audit procedures applied by us and according to the information and explanations given to us the company has been regular in depositing undisputed statutory dues in respect of Provident Fund, Employees State Insurance, Investor Education and Protection Fund, Income Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, and Cess with the appropriate authorities.

b) According to the information and explanations given to us there were no dues of sales tax / income tax / custom duty/wealth tax/excise duty which have not been paid on account of any dispute.

10. The Company has accumulated losses as at 31.3.2010 in excess of fifty per cent of its net worth. Further it has incurred cash loss during the year.

11. Based on the audit procedures applied by us and according to the information and explanations given to us, no defaults were made by the Company in repayments of dues to financial institutions and banks.

12. The company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures, and other securities. Accordingly, the provision of Clause 4 (xii) of the order are not applicable to the company

13. In our opinion, the company is not a chit fund, Nidhi / mutual benefit fund / society. According the provision of clause 4 (xiii) of the order are not applicable to the Company.

14. The company is not dealing or trading in shares, securities, debentures, and other securities. According the provision of 4 (xiv) of the order are not applicable to the company.

15. According to the information and explanations given to us, the company has not given any guarantee for loan taken the other from financial institution and banks.

16. According to the information and explanations ,given to us, the company has not taken any term loan during the year.

17. On the basis of overall examination of the balance sheet of the company, in our opinion & according to the information and explanations given to us, there are no funds raised on a short term basis which have been used for long term investment

18. The company has not made any preferential allotment of shares during the year to parties and companies covered in the register maintained u/s 301 of the companies act, 1956.

19. The company does not have any debentures; accordingly the provision of clause 4 (xix) of the order is not applicable to the company.

20. The company has not raised any money by public issue during the year.

21. According to the information and explanations given to us, and representation made by the management, we report that no fraud on or by the company has been noticed or reported by the company.



For Bipin B. Shah & Co.

Chartered Accountants

(Bipin B. Shah)

Proprietor

Membership No. 13191

Firm Registration No: 101511W

Place : Mumbai

Date: 26th May, 2010