Auditor Report of Landmarc Leisure Corporation Ltd.

Mar 31, 2025

We have audited the financial statements of Landmarc Leisure Corporation Limited ("the
Company"), which comprise the Balance Sheet as at 31^st March 2025, the Statement of Profit
and Loss (including other Comprehensive Income), the Statement of Changes in Equity) and
the Statement of Cash Flows for the year ended on that date, and notes to the Financial
Statements, including a summary of significant accounting policies and other explanatory
information (hereinafter referred to as "the Financial Statements").

In our opinion and to the best of our information and according to the explanations given to
us, except for the effect of the matters described in the Basis of Qualified Section of our
report, 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 India 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, 2025, the profit and total comprehensive income, changes in equity and its cash
flows for the year ended on that date.

Basis for Our Qualified Opinion

(i) Refer Note No. 30 to the financial statement of the Company which states that the
Company has given Interest-free Loans to a party for amounting to Rs. 258.19 Lakhs
for which term sheet and other documents are not regularized thereby having
consequential impact on Profit of the Company and Loans to the above extent.

(ii) Refer Note No. 31a. of the financial statement of the Company regarding non¬
provision for doubtful debts advance/deposits given to a party amounting to Rs.
2,218.28 Lakhs, the said Company has gone into Resolution under Insolvency and
Bankruptcy Code (IBC), thereby overstating the profit of the Company to the above
extent.

(iii) Refer Note No. 31b. to the financial statement regarding non-provision for doubtful
Security deposit given by the Company and non-availability of confirmation, as the
said Company has gone into Liquidation and liquidator has been appointed
amounting to Rs. 1,500 Lakhs, thereby overstating the profit for the year to the said
extent.

(iv) Refer Note No. 32 to the financial statement which states that the Company has
during the year ended has not carried out Actuarial valuation as per the
recommendations of Ind AS 15 "Employee Benefits" issued by the Institute of
Chartered Accountants of India and instead provided for Gratuity on accrual basis as
per Management Estimates. The amount of shortfall in such provision is currently
unascertainable since the Actuarial Valuation was not carried out. However, the
management is of the opinion that the provision created in the books is sufficient
considering the number of employees.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Act. Our responsibilities under those Standards are further described in
the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (ICAI) together with the ethical requirements
that are relevant to our audit of the financial statements under the provisions of the Act and
the Rules made thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics issued by the ICAI. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters. We have
not determined the following matter to be the Key audit matter to be communicated in our
Report.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other
information. The other information comprises the information included in the Management
Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business
Responsibility Report and Shareholder''s Information, 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 conclusion thereon. In connection with our audit of the
financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained during the course of our audit or otherwise appears
to be materially misstated. If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard expect that stated in Basis of Qualified Opinion and
Emphasis of Matter above.

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 Act, with respect to the preparation of these financial statements that give a true and fair
view of the financial position, financial performance, total Comprehensive Income, changes
in equity and cash flows of the Company in accordance with the Ind AS 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 financial statement
that give a true and fair view and are free from material misstatement, whether due to fraud
or error.

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

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

Auditor''s Responsibilities for the Audit of the Financial Statements

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

We also:

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

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

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

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

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

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

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

We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards. From the matters communicated
with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore
the key audit matters.

We describe these matters in our auditor''s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such
communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued

by the Central Government of India in terms of sub-section (11) of section 143 of the

Companies Act, 2013, we give in the "Annexure A" a statement on the matters

specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books except for the
matters stated in paragraph i (vi) below on reporting under Rule 11(g);

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

d) Except for the effects of the matter described in the Basis for Qualified Opinion
paragraph above, in our opinion, the aforesaid financial statements comply with
the Ind As specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.

e) The qualification relating to the maintenance of accounts and other matters
connected therewith are as stated in the Basis for Qualified Opinion paragraph
above.

f) On the basis of the written representations received from the Directors as on
31^stMarch, 2025 taken on record by the Board of Directors, none of the Directors is
disqualified as on 31^st March, 2025 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 over financial
reporting of the Company and the operating effectiveness of such controls, refer
to our separate Report in "Annexure B". Our report expresses a modified opinion
on the adequacy and operating effectiveness of the Company''s internal financial
controls over financial reporting.

h) The qualification relating to the maintenance of accounts and other matters
connected therewith are as stated in the paragraph (b) above on reporting under
Section 143(3)(b) and paragraph (i)(vi) below on reporting under Rule 11(g)

i) With respect to the other matters to be included in the Auditor''s Report in
accordance with the requirements of Section 197(6) of the Act, as amended 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 we report
that:

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

ii. The Company does not have long-term contracts including derivative
contracts requiring provision for 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. (a) Management has represented to us that, to the best of its knowledge

and belief, other than as disclosed in the notes to the accounts 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 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) Management has represented to us that, to the best of it''s knowledge and
belief, other than as disclosed in the notes to the accounts no funds have
been received by the Company from any person(s) or entity(ies),
including foreign entities ("Funding Parties"), with the understanding,
whether recorded in writing or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries

(c) Based on our audit procedure conducted that are considered reasonable
and appropriate in the circumstances, nothing has come to our attention
that cause us to believe that the representation given by the management
under paragraph (2) (h) (iv) (a) & (b) contain any material misstatement.

v. The Company has not declared or paid any dividend during the year and
has not proposed final dividend for the year.

vi. Based on our examination, which included test checks, and other generally
accepted audit procedures performed by us, we report that the company has
neither enabled edit log nor maintained audit trail which is required to be
maintained from 1st April 2023 as required vide notification of Ministry of
Company Affairs thereby leading to non-compliance and penalty which is
presently unascertainable.

Further as per the provision of Rule 3(1) of the Companies (Accounts) Rules,
2014 is applicable from April 1, 2023, reporting under Rule 11 (g) of the
Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as
per the statutory requirements of record retention is also applicable from 1^st
April 2024, since the Company has neither enabled edit log nor maintained
audit trail, the preservation of audit trail is also not implemented.

For S K H D & Associates

Chartered Accountants
Firm Registration No. 105929 W

Hemanshu Solanki

Partner

Membership No. 132835
UDIN: 25132835BMMJUW5138

Mumbai, dated 29^th May 2025

---

Mar 31, 2024

We have audited the financial statements of Landmarc Leisure Corporation Limited ("the Company"), which comprise the Balance Sheet as at 31^st March 2024, the Statement of Profit and Loss (including other Comprehensive Income), the Statement of Changes in Equity) and the Statement of Cash Flows for the year ended on that date, and notes to the Financial Statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the effect of the matters described in the Basis of Qualified Section of our report, the aforesaid financial statements give the information required by the Companies Act 2013 ("the Act") in the maimer so required and give a hue and fan view in conformity with the India 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, the loss and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Our Qualified Opinion

(i) Refer Note No. 32 a. to the financial statement regarding non-provision for doubtful Security deposit given by the Company and non-availability of confirmation, as the said Company has gone into Liquidation and liquidator has been appointed amounting to Rs. 1,500 Lakhs, having consequential impact on the Loss for the year, Deposits and Provisions to the said extent.

(ii) Refer Note No. 31 to the financial statement regarding non-reorganization of interest income on security deposit given to two parties as mutually agreed with both the body corporate amounting to Rs. 295.03 Lakhs and total interest income not recognized since the time the said security deposit has been given by the Company amounting to Rs. 5,415.80 Lakhs. Further, the Company has not provided for rentals payable to the said company amounting to Rs. 323.56 Lakhs for the year and total rental not provided till date is Rs. 1,826.08 Lakhs for the premises being used in lieu of the un-received interest income, having consequential impact on the Interest income, Rental expenses, Loss and Deposit to the said extent.

(iii) Refer Note No. 33 to the financial statement that the Company has during the year ended has not carried out Actuarial valuation as per the recommendations of Ind AS 15 "Employee Benefits" issued by the Institute of Chartered Accountants of India and instead provided for Gratuity on accrual basis as per Management Estimates. Tire amount of shortfall in such provision is currently unascertainable since the Actuarial Valuation was not carried out. However, the management is of tire opinion that the provision created in the books is sufficient considering the number of employees.

(iv) Refer Note No. 32 b. to the financial statement that the Company regarding no provision has been made towards doubtful recovery considered by us of pro rata security deposit (interest free) amounting Rs.l,218.28 Lakhs representing deposit given against unutilized vacant space forming part of tire total deposit given by the Company in terms of the agreement having year-end balance of Rs. 2,218.28 Lakhs, which is higher than space occupied by the Company, the management has also evaluated the deposit for the space occupied by them which should be approximately Rs. 1,000 Lakhs, thereby non provision against the excess deposit is having consequential impact on the Loss for the year which has been understated and Deposits which has been overstated to the extent of Rs. 1,218.28 Lakhs.

(vi) Refer Note No. 58 to the financial statement of the Company regarding the Company which states that the Company has given Interest-free Loans to a party for amounting to Rs. 316.19 Lakhs for which term sheet and other documents are in process of regularization thereby having consequential impact on Loss of the Company and Loans to the above extent.

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

Emphasis of Matter

1) Refer Note no. 59 to the financial statement of the Company which states that in terms of SEBI order dated January 20, 2022 the company its directors and CFO have deposited the penalty imposed upon them.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of tire current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have not determined the following matter to be the Key audit matter to be communicated in oui Repoit.

information Other than the Financial Statements and Auditor’s Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report and Shareholder''s Information, 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 conclusion thereon, hr connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard expect that stated in Basis of Qualified Opinion and Emphasis of Matter above.

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 Act, with respect to the preparation of these financial statements that give a true and fan view of the financial position, financial performance, total Comprehensive Income, changes in equity and cash flows of the Company in accordance with the Ind AS 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 tire 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 statement that give a hue and fair view and are free from material misstatement, whether due to fraud or error.

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

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

Auditor''s Responsibilities for the Audit of the Financial Statements

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

We also;

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

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing an opinion on whether the Company has adequate internal financial controls system in place and tire 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 drat 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 maimer that achieves fair presentation.

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

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters.

We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

2. As required by the Companies (Auditors Report) Order, 2020 ( the Order ), issued by

the Central Government of India in terms of sub-section (11) of section 143 of the

Companies Act, 2013, we give in the "Annexure A" a statement on the matters specified

in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a) We have sought and obtained all the information and explanations which to tire 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 hr paragraph i (vi) below on reporting under Rule 11(g);

c) lire Balance Sheet, the Statement of Profit and Loss including other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of accounts.

d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, hr our opinion, the aforesaid financial statements comply with the Ind As specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) Tire qualification relating to the maintenance of accounts and other matters connected therewith are as stated hr the Basis for Qualified Opinion paragraph above.

f) On the basis of the written representations received from the Directors as on 31^stMarch, 2024 taken on record by the Board of Directors, none of the Directors is disqualified as on 31^st March, 2024 from behrg appohrted as a director hr terms of Section 164 (2) of the Act.

g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report hr "Annexure B". Our report expresses a modified opinion on the adequacy and operating effectiveness of the Compairy''s internal fhrancial controls over fhrancial reporting.

h) Tire qualification relating to the maintenance of accounts and other matters connected therewith are as stated hr the paragraph (b) above on reporting under Section 143(3)(b) and paragraph (i)(vi) below on reporting under Rule 11(g)

i) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of Section 197(6) of the Act, as amended 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 iir its financial statements.

ii. The Company does not have long-term contracts including derivative contracts requiring provision for 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. (a) Management has represented to us that, to tire best of it''s knowledge and belief, other than as disclosed in the notes to the accounts 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 persons or entities, including foreign entities ("Intermediaries"), with tire 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 tire like on behalf of the Ultimate Beneficiaries;

(b) Management has represented to us that, to the best of it''s knowledge and belief, other than as disclosed in tire notes to tire accounts no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with tire understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest hr other persons or entities identified in airy 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 our audit procedure Conducted that are considered reasonable and appropriate hr the circumstances, nothhrg has come to our attention that cause us to believe that tire representation given by tire management under paragraph (2) (h) (iv) (a) & (b) contain any material misstatement.

v. The Company has not declared or paid airy dividend during the year and has not proposed fhral dividend for tire year.

vi. Based on our examination, which included test checks, and other generally accepted audit procedures performed by us, we report that tire company has neither enabled edit log nor maintained audit frail which is required to be maintained from 1st April 2023 as required vide notification of Ministry of Company Affairs thereby leadhrg to non-conrpliance and penalty which is presently unascer tamable.

As provision to Rule 3(1) of tire Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements of record retention is not applicable for tire financial year ended March 31, 2024.

For S K FI D & Associates Chartered Accountants _______ Firm Registration No. 105929 W

JA JVjJ Henranshu Solanki

Partner

Membership No. 132835 UDIN : 24132835BKGVSE1742

Mumbai, dated 28^th May 2024

---

Mar 31, 2018

I. Report on the Financial Statements

We have audited the attached financial statements of Landmarc Leisure Corporation Limited (hereinafter referred to as the Company), comprising of the Balance Sheet as at 31st March 2018, the Statement of Profit and Loss (including other comprehensive income), the statement of Changes in Equity and the Cash Flow Statement for the year then ended along with the Significant Accounting Policies and other explanatory information forming an integral part thereof

II. Management’s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards (Ind AS) referred to in Section 133 of the Companies Act, 2013 (hereinafter referred to as the Act), read with Rule 7 of the Companies (Accounts) Rules, 2014 and in accordance with the accounting principles generally accepted in India. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

III. Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing 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 true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

(i) Refer Note no. 32 to the financial statement regarding non-provision for doubtful Security deposit given by the Company and non-availability of confirmation, as the said Company has gone into Liquidation and provisional liquidator has been appointed amounting to Rs. 1,500 Lacs, thereby overstating the Profit for the year and Other financial assets to the said extent.

(ii) Refer Note no. 31 to the financial statement regarding non-reorganization of interest income on security deposit given to them as mutually agreed with both the body corporate amounting to Rs 3,634.40 Lacs since the time the said security deposit has been given, thereby understating the profit for the year, income tax and Other financial assets to the said tune.

IV. Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph, the aforesaid financial statements give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2018 and its Profit and its cash flows for the year ended on that date.

V. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we enclose in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable to the Company during the year under review.

2. Further to our comments in the Annexure referred to in 1. above as per the requirements of Section 143(3) of the Act, we report as follows:

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

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

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

(d) Except for the matter stated in basis of qualified opinion para, In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the Indian Accounting Standards (“Ind AS”) referred to in Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of written representations received from the respective directors as on 31st March 2018 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2018 from being appointed as a director in terms of sub-section (2) of Section 164 of the Act;

(f) The matter described in the Basis of qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

(g) With respect to the adequacy of the internal financial control over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in “Annexure A”.

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

i) The Company does not have any pending litigations which would impact its financial position;

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

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

Annexure to the Auditors¹ Report

(Referred to in paragraph V(1) of our report of even date)

In terms of the information and explanations given to us and the books and records examined by us and on the basis of such checks as we considered appropriate, we further report as under:

1. Fixed Assets

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment''s.

(b) The Company has a regular program of physical verification of its Property, Plant and Equipment''s by which all fixed assets are verified in a phased manner over a period of three years. No material discrepancies were noticed on such verification.

(c)According to the information and explanation given to us and on the basis of our examination of the records of the Company, the Company does not have any immovable properties.

2. Inventory

During the year, the management has conducted physical verification of inventories comprising of shares and CDs at regular intervals. As explained to us there were no discrepancies noticed upon physical verification conducted by the management.

3. Loans to parties of Directors’ interest

During the year, the Company has not granted any loans, secured or unsecured to the parties covered in the register maintained under Section 189 of the Act.

4. Loans/Guarantees/Investments in / Provision of Security to certain parties

Based on the information and explanation given to us and on the basis of records verified by us the company has complied with the provision of sec 185 and 186 of the act to the extent applicable.

5. Acceptance of Deposits

The Company has not accepted deposits as per the directives issued by Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under.

6. Maintenance of Cost Records

As explained to us, maintenance of cost records has not been prescribed by the Central Government for the Company under Section 148(1) of the Act.

7. Undisputed & Disputed Statutory Dues.

As per the records verified by us, the Company is generally regular in depositing the undisputed statutory dues involving Provident Fund, Income tax, Service Tax and Value Added Tax with the appropriate authorities during the year under review, and there were no outstanding undisputed statutory dues with the Company for a period of more than six months as at the close of the year except Tax deducted at source amounting to Rs 15.73 Lacs and Employee State Insurance amounting to Rs.0.03 Lacs. The provisions of the statutes governing Wealth Tax, Customs Duty, Investor Education and Protection Fund, Excise Duty and Cess are, as explained to us, not applicable to the Company during the year under review.

As per the records of the Company and based on information and explanation given to us, there are no disputed dues except Income Tax and Service Tax aggregating to Rs 109.77 Lacs as given below:

Assessment Year	Amount (Rs in Lacs)	Forum where dispute is pending
2006-07	16.74	Commissioner of Income Tax (Appeals)
2010-2015	93.03	Commissioner of Central Excise (Appeals)

8. Loans from Banks/Financial Institutions/ Government/Debentures

The Company has not borrowed from any financial institution or bank nor has it issued any debentures during the year under review.

9. Proceeds of Public issue (including debt instruments) /Term Loans

The Company has not raised any money during the year through initial / further public offer (including debt instruments) nor has the Company availed any term loan during the year under review.

10.Frauds on or by the Company

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

11. Managerial Remuneration

As per the Company''s records, managerial remuneration paid by the Company is in accordance with section 197 of the Act read with schedule V.

12.Nidhi Companies

The Company is not a Nidhi company during the year under review and hence, the criterion as stipulated under Nidhi Rules 2014 is not applicable to the Company.

13.Related Party Transactions

As per the information and explanations given during the course of our verification, in our opinion, all transactions with the related parties made by the Company were in compliance with Sections 177 and 188 of the Act, to the extent applicable to the Company during the year. The relevant details in respect of the same have been appropriately disclosed as per the requirements of the Indian Accounting Standards (Ind AS)- 24.

14.Preferential Issue

During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures and hence the requirements of Section 42 of the Act are not applicable.

15.Non-cash Transactions with Directors, etc.

As per the information and explanations provided to us, during the year, the Company has not entered into any non-cash transactions with directors or persons connected with the directors within the purview of Section 192 of the Act.

16.Provisions of 45-IA of the Reserve Bank of India Act,1934

As per the information and explanations provided to us and based on the overall operations of the Company, during the year, the Company is not required to be registered under Section 45-IA of the

Annexure A to the Independent Auditor’s Report of even date on the financial statement of the Landmarc Leisure Corporation Limited.

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

We have audited the internal financial controls over financial reporting of Landmarc Leisure Corporation Limited (“the Company”) as of 31st March, 2018 in conjunction with our audit of the financial statements of the Company comprising of the Balance Sheet as at March 31st, 2018, the Statement of Profit and Loss and the Cash Flow Statement for the period then ended.

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 (the ICAI). 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 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.

Auditors’ 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 and the Standards on Auditing, issued by the ICAI deemed to be prescribed under section 143(10) of the Companies Act, 2013, 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 ICAI. Those standards and the Guidance Note 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 Company''s 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 31st, 2018,however it needs to be further strengthened 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 K H D & Associates

Chartered Accountants

Firm Registration No. 105929 W

Krunal Furia

Place: Mumbai Partner

Date: 30th May, 2018 Membership No. 151805

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Dec 31, 2014

We have audited the attached financial statements of Landmarc Leisure Corporation Limited (hereinafter referred to as the Company), comprising of the Balance Sheet as at 31" December 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended along with the Significant Accounting Policies and other explanatory information forming an integral part thereof.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 133 of the Companies Act, 2013 (hereinafter referred to as 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.

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 of 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 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 the purpose of expressing opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estinnates made by the management, as well as evaluating the overall financial statement presentation.

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

Basis for Qualified Opinion

As stated in the Notes No. 35 and 36 respectively of the financial statements regarding;

(i) Non-provision in the Company''s books in respect of an Interest free Security deposit given by the Company based on an MOU with a body corporate amounting to T1500.00 Lacs against which the Company is expected to derive benefits in the future years and hence in the management''s view the same is fully recoverable.

(ii) Capitalization under the fixed assets in respect of expenses incurred on Publicity and Promotion including satellite rights, instead of charging the same to revenue in earlier years, in departure from the recommendations of Accounting Standard- 26, Intangible Assets, on account of the which, fixed assets are overstated to an extent of T 250.39 Lacs.

Accordingly, (i) Loans and Advances has been overstated and provision for doubtful advances have been understated to an extent of Rs. 1500.00 Lacs (ii) Intangible Assets have been overstated and expenses have been understated by Rs.250.39 Lacs.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph, 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:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31" December 2014;

(ii) In the case of the Statement of Profit and Loss, of the Loss of the Company for the year ended onthatdate; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 as amended issued by the Central Government of India in terms of Section 143 of the Companies Act 2013 and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of audit we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order, to the extent applicable to the Company during the period under review.

2. Further to our comments in the Annexure ref erred to in 1. above, as required by Section 227(3) of the Act, we report as follows:

(a) We have obtained all the information and explanations, which to the best of our knowledge and beliefwere necessary forthe purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so faras 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) Except for the matter stated in basis of qualified opnion para, In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 133 of the Act;

(e) On the basis of written representations received from the respective directors as on 31st December 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st December 2014 from being appointed as a director in terms of sub-section (2)of Section 164 of the Act;

Annexure to the Auditors'' Report (Referred to in paragraph 3 of our report of even date)

In terms of the information and explanations given to us and the books and records examined by us and on the basis of such checks as we considered ppropriate, we further report as under:

(i) The Company has updated its Fixed Assets Register to show full particulars, including quantitative details and situation of fixed assets. As explained to us, these fixed assets have been physically verified by the management at reasonable intervals during the year and that no material discrepancies were noticed on such verification.

No significant part of fixed assets has been disposed off by the Company during the year under review.

(ii) During the year, the management has conducted physical verification of inventories comprising of shares and body care products at regular intervals. The procedures of physical verification of inventories followed by the management, in our opinion, is commensurate in relation to the size of the Company and nature of its business. The Company has maintained proper records of inventory. As explained to us no material discrepancies have been noticed upon physical verification conducted by the management.

(iii) According to the information and explanation given to us the Company has, the company has not granted loans secured or unsecured to the companies covered in the register maintained under Section 189 of the Act.

Also, the Company had taken unsecured loans from four parties covered in the register maintained under Section 189 of the Act. The maximum & closing balance was Rs. 245.20 Lac at the year-end of loans taken from such parties.

In our opinion, terms and conditions for such loans are not, prima facie, prejudicial to the interest of the Company. In respect of the aforesaid loans, the same are repayable on demand. Accordingly we are unable to comment on the regularity of the repayment of principal.

(rv) In our opinion, there are internal control procedures for the provision of services in the wellness activities. The same are adequate and commensurate with the size of the Company and the nature of its business. During our review, we have not come across any major weaknesses in the internal controls relating to wellness activities prevailing in the Company.

(v) Transactions that need to be entered into with the parties listed in the Register maintained under Section 189 of the Act, have been updated in the said Register. In our opinion, the said transactions during the year under review have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) During the period, the Company has not accepted any deposits from the public hence clause 4(vi)of CARO is not applicable to the Company.

(vii) In our opinion, the Company has a formal internal audit system during the year under review, which is commensurate with the size of the Company and the nature of its business.

(viii) As explained to us, the maintenance of cost records has not been prescribed by the Central Government for the Company under Section 148 of the Act.

(ix) As per the records verified by us, the Company is generally regular in depositing the undisputed statutory dues involving Provident Fund, Employees'' State Insurance, Income tax. Service Tax and Value Added Tax with the appropriate authorities during the year under review, and there were no outstanding undisputed statutory dues with the Company for a period of more than six months as at the close of the year except Tax deducted at source amounting to Rs. 12.51 Lacs. The provisions of the statutes governing Wealth Tax, Customs Duty, Investor Education and Protection Fund, Excise Duty and Cess are, as explained to us, not applicable to the Company during the year under review.

As per the records of the Company, except for the disputed dues aggregating to 7 58.27 relating to Income Tax as given below, there are no disputed dues relating to Value Added Tax, Customs duty. Wealth tax, Excise duty. The details of the disputed Income Tax dues before Income Tax authorities are as follows:

Assessment Amount Forum where dispute is pending Year (Rs in Lacs)

2006-07 50.53 Income Tax Appellate Tribunal

2008-09 7.74 Commissioner of Income Tax (Appeals)

(x) As per the accounts verified by us, the Company''s accumulated losses as at the end of the current financial year have not exceeded fifty per cent of its net worth. Also, the Company has incurred cash losses during the current year amounting to 7570.14 Lacs (Previous year- 7 292.05 Lacs).

(xi) The Company has not borrowed from any financial institution or bank nor has it issued any debentures during the year under review.

(xii) As per the records verified by us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of special statutes applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company during the year under review.

(xiv) In respect of dealings in Shares and securities, proper records have been maintained by the Company for the transactions and timely entries have been made therein. The shares, securities held as investments are in the name of the Company.

(xv) As per the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) No term loans were obtained by the Company during the year under review.

(xvii) Based on the cash flows of the Company, we are of the opinion that the funds raised by the Company on short-term basis have been used only for the purpose intended and not for long-term investment.

(xviii) According to information and explanations given to us, the Company has not made any preferential allotment of equity shares to parlies and companies covered in register maintained under Section 189 of the Act during the period under review.

(xix) The Company has not issued any debentures and hence no securities are required to be created in respect thereof.

(xx) No money has been raised by way of public issue by the Company during the year under review.

(xxi) As per the books examined by us and based on the explanations given to us no fraud on or by the Company has been noticed or reported during the year.

For Shyam Malpani & Associates Chartered Accountants Firm Registration No. 120436 W

Shyam Malpani Proprietor Membership No. F- 34171

Mumbai, dated 14th February, 2015

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Sep 30, 2013

Report on the Financial Statements

We have audited the attached financial statements of Landmarc Leisure Corporation Limited (hereinafter referred to as the Company), comprising of the Balance Sheet as at 30th September 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended along with the Significant Accounting Policies and other explanatory information forming an integral part thereof.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956(hereinafter referred to as 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.

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 of 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 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 financial statement presentation.

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

Basis for Qualified Opinion

As stated in the Notes No. 35 and 36 respectively of the financial statements regarding;

(i) Non-provision in the Company''s books in respect of an Interest free Security deposit given by the Company based on MOU with a body corporate amounting to Rs.. 1500.00 Lacs against which the Company is expected to derive benefits in the future years and hence in the management''s view the same is fully recoverable.

(ii) Capitalization under the fixed assets in respect of expenses incurred on Publicity and Promotion including satellite rights, instead of charging the same to revenue in earlier years, in departure from the recommendations of Accounting Standard- 26, Intangible Assets, on account of the which, fixed assets are overstated to an extent of Rs.. 299.73 Lacs.

Accordingly, (i) Loans and Advances has been overstated and provision for doubtful advances have been understated to an extent of Rs. 1500.00 Lacs (ii) Intangible Assets have been overstated and expenses have been understated by Rs. 299.73 Lacs.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph, 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:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 30th September 2013;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we enclose in the Annexure a statement on the matters specified in paragraph 4 of the said Order, to the extent applicable to the Company during the year under review.

2. Further to our comments in the Annexure referred to in 1. above, as required by Section 227(3) of the Act, we report as follows:

(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, 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) Except for the matter stated in basis of qualified opinion para, In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards as referred to in sub-section (3C) of section 211 of the Act;

(e) On the basis of written representations received from the respective directors as on 30th September 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 30th September 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

In terms of the information and explanations given to us and the books and records examined by us and on the basis of such checks as we considered appropriate, we further report as under:

(i) The Company has updated its Fixed Assets Register to show full particulars, including quantitative details and situation of fixed assets. As explained to us, these fixed assets have been physically verified by the management at reasonable intervals during the year and that no material discrepancies were noticed on such verification.

No significant part of fixed assets has been disposed off by the Company during the year under review.

(ii) During the year, the management has conducted physical verification of inventories comprising of shares and body care products at regular intervals. The procedures of physical verification of inventories followed by the management, in our opinion, is commensurate in relation to the size of the Company and nature of its business. The Company has maintained proper records of inventory. As explained to us no material discrepancies have been noticed upon physical verification conducted by the management.

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

The Company has not granted any loans to any bodies corporate, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956 during the year under review.

(iv) In our opinion, there are internal control procedures for the provision of services in the wellness activities. The same are adequate and commensurate with the size of the Company and the nature of its business. During our review, we have not come across any major weaknesses in the internal controls relating to wellness activities prevailing in the Company.

(v) Transactions that need to be entered into with the parties listed in the Register maintained under Section 301 of the Companies Act, 1956 have been updated in the said Register. In our opinion, the said transactions during the year under review have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the purview of the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion, the Company has a formal internal audit system during the year under review, which is commensurate with the size of the Company and the nature of its business.

(viii) As explained to us, the maintenance of cost records has not been prescribed by the Central Government for the Company under Section 209(1)(d) of the Companies Act, 1956.

(ix) As per the records verified by us, the Company is generally regular in depositing the undisputed statutory dues involving Provident Fund, Employees'' State Insurance, Income tax, Service Tax and Value Added Tax with the appropriate authorities during the year under review, and there were no outstanding undisputed statutory dues with the Company for a period of more than six months as at the close of the year. The provisions of the statutes governing Wealth Tax, Customs Duty, Investor Education and Protection Fund, Excise Duty and Cess are, as explained to us, not applicable to the Company during the year under review.

As per the records of the Company, except for the disputed dues aggregating to Rs..58.27 lacs relating to Income Tax as given below, there are no disputed dues relating to Value Added Tax, Customs duty, Wealth tax, Excise duty. The details of the disputed Income Tax dues before Income Tax authorities are as follows:

Assessment Amount Forum where dispute is pending Year ( Rs. in Lacs)

2006-07 50.53 Income TaxAppellate Tribunal

2008-09 7.74 Commissioner of Income Tax (Appeals)

(x) As per the accounts verified by us, the Company''s accumulated losses as at the end of the current financial year have exceeded fifty per cent of its net worth. Also, the Company has incurred cash losses during the current year amounting to Rs.. 292.05 Lacs (Previous year - Rs.. 246.54 Lacs).

(xi) The Company has availed a vehicle loans from bank and has not made any default in repayment of dues in respect of the said loans taken. The Company has not borrowed from any financial institution nor has it issued any debentures during the year under review.

(xii) As per the records verified by us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of special statutes applicable to chit fund / nidhi / mutual benefit fund/societies are not applicable to the Company during the year under review.

(xiv) In respect of dealings in Shares and securities, proper records have been maintained by the Company for the transactions and timely entries have been made therein. The shares, securities held as investments are in the name of the Company.

(xv) As per the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) No term loans were obtained by the Company during the year under review.

(xvii) Based on the cash flows of the Company, we are of the opinion that the funds raised by the Company on short-term basis have been used only for the purpose intended and not for long-term investment.

(xviii) The Company has not made any preferential allotment of equity shares during the year under review.

(xix) The Company has not issued any debentures and hence no securities are required to be created in respect thereof.

(xx) No money has been raised by way of public issue by the Company during the year under review.

(xxi) As per the books examined by us and based on the explanations given to us no fraud on or by the Company has been noticed or reported during the year.

For Shyam Malpani and Associates

Chartered Accountants

Firm Registration No. - 120438W

Shyam Malpani

Place : Mumbai, partner

Date : 26th November, 2013 Membership No. F - 34171

---

Sep 30, 2011

1. We have audited the attached Balance Sheet of Landmarc Leisure Corporation Ltd., as at 30th September 2011, the Profit and 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 amount 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 (Auditor's Report) Order 2003, as amended by the Companies (Auditor's Report) (Amendment) Order 2004 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement of the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable to the Company during the year under review.

4. Further to our comments in the Annexure referred to in Para 3 above, we report as follows:

(i) 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;

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

(iii) The Balance Sheet, the Profit and Account and the Cash Flow Statement dealt with by this report are in agreement with the Books of Accounts;

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

(v) On the basis of written representations received from the concerned directors and taken on record by the Board of Directors, we report that none of directors is disqualified as on 30th September, 2011 from being appointed as a director in terms of Section 274 (1) (g) of the Companies Act, 1956 as on the said date;

(vi) (i) Refer Note No. 11.6 in Schedule - 18 regarding non-provision in the Company's books in respect of an Interest free Security deposit given by the Company based on an MOU with a body corporate amounting to Rs. 1500.00 Lacs against which the Company is expected to derive benefits in the future years and hence in the management's view the same is fully recoverable, having consequential impact on the Loans & Advances, provisions and Loss for the year to the extent stated above and (ii) Note No. II. 7 regarding capitalization under the fixed assets in respect of expenses incurred on Publicity and Promotion including satellite rights, instead of charging the same to revenue in departure from the recommendations of Accounting Standard- 26 Intangible Assets, on account of the which, Current year's loss is understated and fixed assets are overstated to an extent of Rs. 379.84 Lacs.

(vii) Subject to what was stated in Para. 4 (vi) above, 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 other Notes on Accounts in Schedule -18, 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;

(a) In the case of the Balance Sheet, of the State of Affairs of the Company as at 30th September 2011;

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

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

Annexure to the Auditors' Report

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

In terms of the information and explanations given to us and the books and records examined by us and on the basis of such checks as we considered appropriate, we further report as under:

(i) The Company has updated its Fixed Assets Register to show full particulars, including quantitative details and situation of fixed assets. As explained to us, these fixed assets have been physically verified by the management at reasonable intervals during the year and that no material discrepancies were noticed on such verification.

No significant part of fixed assets has been disposed off by the Company during the year under review.

(ii) During the year, the management has conducted physical verification of inventories comprising of shares and consumables at regular intervals. The procedures of physical verification of inventories followed by the management, in our opinion, is commensurate in relation to the size of the Company and nature of its business. The Company has maintained proper records of inventory. As explained to us no material discrepancies have been noticed upon physical verification conducted by the management.

(iii) According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

The Company has granted interest free unsecured loans to 2 bodies corporate representing parties listed in the Register maintained under Section 301 of the Companies Act, 1956 during the year under review. The maximum balance outstanding at any time during the year in respect of the said loans was Rs. 20.06 Lacs and the balance as at the end of the year was 7.0.5 Lacs.

In our opinion, other terms and conditions in respect of the above loans/ deposits were not prima-facie prejudicial to the interests of the Company. In our opinion the Company is taking reasonable steps for recovery of the above loans. The said advances / deposits are however without formal agreements.

(iv) In our opinion, there are internal control procedures for the provision of services and purchase of inventory by the Company. The same are adequate and commensurate with the size of the Company and the nature of its business. During our review, we have not come across any major weaknesses in the internal controls prevailing in the Company.

(v) Transactions that need to be entered into with the parties listed in the Register maintained under Section 301 of the Companies Act, 1956 have been updated in the said Register. In our opinion, the said transactions during the year under review have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the purview of the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion, the Company has a formal internal audit system during the year under review, which is commensurate with the size of the Company and the nature of its business.

(viii) As explained to us, the maintenance of cost records has not been prescribed by the Central Government for the Company under Section 209(1 )(d) of the Companies Act, 1956.

(ix) As per the records verified by us, the Company is generally regular in depositing the undisputed statutory dues involving Provident Fund, Employees' State Insurance, Income tax, Service Tax and Value Added Tax with the appropriate authorities during the year under review, and there were no outstanding undisputed statutory dues with the Company for a period of more than six months as at the close of the year. The provisions of the statutes governing Wealth Tax, Customs Duty, Investor Education and Protection Fund, Excise Duty and Cess are, as explained to us, not applicable to the Company during the year under review.

As per the records of the Company, except for the disputed dues aggregating to Rs.58.27 relating to Income Tax, there are no disputed dues relating to Value Added Tax, Customs duty, Wealth tax, Excise duty. The details of the disputed Income Tax due pending before Income Tax are as follows:

Assessment Amount Forum where dispute is pending Year (Rs in Lacs)

2006-07 50.53 Income Tax Appellate Tribunal

2008-09 7.74 Commissioner of Income Tax (Appeals)

(x) As per the accounts verified by us, the Company's accumulated losses as at the end of the current financial year have not exceeded fifty per cent of its net worth. Also, the Company has incurred cash losses during the current year amounting to Rs. 118.88 Lacs (Previous year-Rs. 6.55 Lacs).

(xi) The Company has not availed any loans from bank and hence the question of default in repayment of dues in respect of loans taken from banks does not arise.

(xii) As per the records verified by us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of special statutes applicable to chit fund / nidhi/ mutual benefit fund/societies are not applicable to the Company during the year under review.

(xiv) In respect of dealings in Shares & securities, proper records have been maintained by the Company for the transactions and timely entries have been made therein. The shares, securities held as investments are in the name of the Company.

(xv) As per the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) No term loans were obtained by the Company during the year under review.

(xvii) Based on the cash flows of the Company, we are of the opinion that the funds raised by the Company on short-term basis have been used only for the purpose intended and not for long-term investment.

(xviii) The Company has not made preferential allotment of equity shares during the year under review. However warrant issued to the holders are converted into equity shares as per the terms agreed during the year under review.

(xix) The Company has not issued any debentures and hence no securities are required to be created in respect thereof.

(xx) No money has been raised by way of public issue by the Company during the year under review.

(xxi) As per the books examined by us and based on the explanations given to us no fraud on or by the Company has been noticed or reported during the year.

For Malpani & Associates

Chartered Accountants Firm Registration No. - 120438 W

Shyam Malpani

Proprietor Membership No. F-34171 Place: Mumbai

Date : 31st January 2012

---

Sep 30, 2009

1. We have audited the attached Balance Sheet of Landmarc Leisure Corporation Ltd., as at 30th September 2009, the Profit and 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 amount 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, as amended by the Companies (Auditors Report) (Amendment) Order 2004 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement of the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable to the Company during the year under review.

4. Further to our comments in the Annexure referred to in Para 3 above, we report as follows:

(i) 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;

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

(iii) The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the Books of Accounts;

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

(v) On the basis of written representations received from the concerned directors and taken on record by the Board of Directors, we report that none of directors is disqualified as on 30th September, 2009 from being appointed as a director in terms of Section 274 (1) (g) of the Companies Act, 1956 as on the said date;

(vi) Refer Note No. 11.5 where the Company is expected to receive Rs. 500.00 Lacs on or before 31st March 2010, out of the interest-free advance of Rs. 2,000.00 Lacs given in the earlier years to Shree Ram Urban Infrastructure Limited (SRUIL). Based on a modified agreement entered into by the Company with SRUIL, the balance of the advance would now be treated as a Security Deposit of the Company. Impact on the assets of the Company and the revenue for the year as a consequence of the said advance is presently unascertai- nable. However, no provision towards the doubtful recovery of the same is considered necessary by the Company which treats the same as fully recoverable, considering the projected income accruals to the Company in future years.

(vii) Subject to what was stated in Para. 4 (vi) above, 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 other Notes to Accounts in Schedule-15. 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;

(a) In the case of the Balance Sheet, of the State of Affairs of the Company as at 30th September 2009;

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

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

Annexure to the Auditors Report

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

In terms of the information and explanations given to us and the books and records examined by us and on the basis of such checks as we considered appropriate, we further report as under:

(i) The Company has updated its Fixed Assets Register to show full particulars, including quantitative details and situation of fixed assets. As explained to us, these fixed assets have been physically verified by the management at reasonable intervals during the year and that no material discrepancies were noticed on such verification.

No significant part of fixed assets has been disposed off by the Company during the year under review.

(ii) There was no inventory with the Company at any time during the year under review.

(iii) The Company has in the earlier years taken an interest-free unsecured loan from a body corporate being a party, covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum and closing balances at the end of the year in respect of the said loans were Rs. 175.00 Lacs.

In our opinion, other terms and conditions in respect of the above loans were not prima-facie prejudicial to the interests of the Company. Since the above loans are repayable on demand, there can not be any overdue principal or interest in respect of the same as at the close of the year. The same loans are, however, without formal agreements.

The Company has granted interest free unsecured loans to two bodies corporate representing parties listed in the Register maintained under Section 301 of the Companies Act, 1956 during the year under review. The maximum balance outstanding at any time during the year in respect of the said loans was Rs. 18.55 Lacs and the balance as at the end of the year was Rs. 18.55 Lacs.

In our opinion, other terms and conditions in respect of the above loans /deposits were not prima-facie prejudicial to the interests of the Company. In our opinion the Company is taking reasonable steps for recovery of the above loans. The said advances / deposits are however without formal agreement.

(iv) In our opinion, there are internal control procedures for the provision of services by the Company. The same are adequate and commensurate with the size of the Company and the nature of its business. There has been no purchase of inventory or sale of goods by the Company during the year under review except in respect of shares traded. During our review, we have not come across any major weaknesses in the internal controls.

(v) Transactions that need to be entered into with the parties listed in the Register maintained under Section 301 of the Companies Act, 1956 have been updated in the said Register. In our opinion, the said transactions during the year under review have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the purview of the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder.

(vii) In our opinion, the Company has a formal internal audit system which is commensurate with the size of the company and the nature of its business.

(viii) As explained to us, the maintenance of cost records has not been prescribed by the Central Government for the Company under Section 209(1 )(d) of the Companies Act, 1956.

(ix) As per the records verified by us, the Company is generally regular in depositing the undisputed statutory dues involving Provident Fund, Employees State Insurance, Income tax, Service Tax and Value Added Tax with the appropriate authorities during the year under review, and there were no outstanding undisputed statutory dues with the Company for a period of more than six months as at the close of the year. The provisions of the statutes governing Wealth Tax, Customs Duty, Investor Education and Protection Fund, Excise Duty and Cess are, as explained to us, not applicable to the Company during the year under review.

As explained to us and as per the records verified by us, there are no dues of Value Added Tax, Income tax, Customs Duty, Wealth tax, Excise Duty, Service Tax or Cess, which have been disputed and lying pending as at the close of the year with the Company.

(x) As per the accounts verified by us, the Companys accumulated losses as at the end of the current financial year have exceeded fifty per cent of its net worth. Also, the Company has incurred cash losses in the current financial year amounting to Rs. 18.90 Lacs (Previous year - Not Applicable).

(xi) As per the records verified by us, the Company has not defaulted in repayment of dues in respect of loans taken from banks.

(xii) As per the records verified by us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of special statutes applicable to chit fund / nidhi/ mutual benefit fund/societies are not applicable to the Company during the year under review.

(xiv) In respect of dealings in Shares & securities, proper records have been maintained by the Company for the transactions and timely entries have been made therein. The shares, securities held as investments are in the name of the Company.

(xv) As per the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) No Term Loans were obtained by the Company during the year under review.

(xvii) Based on the cash flows of the Company we are of the opinion that the funds raised by the Company on short-term basis have been used only for the purpose intended and not for long-term investment.

(xviii) The Company has not made any preferential allotment of equity shares during the year under review.

(xix) The Company has not issued any Debentures and hence no securities are required to be created in respect thereof.

(xx) No money has been raised by way of public issue by the Company during the year under review.

(xxi) As per the books examined by us and based on the explanations given to us no fraud on or by the Company has been noticed or reported during the year.

For Malpani & Associates

Chartered Accountants Shyam Malpani Proprietor Membership No. F-34171

Place : Mumbai Date : 22nd February, 2010