Auditor Report of Mac Charles (India) Ltd.

Mar 31, 2025

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

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

Basis for Opinion

3. We conducted our audit in accordance with
the Standards on Auditing specified under
section 143(10) of the Act. Our
responsibilities under those standards are
further described in the Auditor’s
Responsibilities for the Audit of the
Standalone Financial Statements section of
our report. We are independent of the

Company in accordance with the Code of
Ethics issued by the Institute of Chartered
Accountants of India (‘ICAI’) together with
the ethical requirements that are relevant to
our audit of the standalone financial
statements under the provisions of the Act
and the rules thereunder, and we have
fulfilled our other ethical responsibilities in
accordance with these requirements and the
Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

Key Audit Matters

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

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

Key audit matters	How our audit addressed the key audit matters
Impairment	Our audit
assessment of	procedures
investments in and	included, but were
loans given to	not limited to the
subsidiaries	following:
Refer note 3.3 for	• Obtained an
Company’s material	understanding of
accounting policy	the
information relating	management’s
to impairment of	process for
assets and note 7 and	identification of
8 for details of	possible
investments and	impairment
loans and related	indicators for
disclosures.	investments, significant
As at 31 March	increase in credit
2025, the carrying	risk for loans
values of	and
Company’s	management’s
investment in	process for

Key audit matters

How our audit addressed the key audit matters

subsidiaries amounts to ? 4,046.14 million, and loans given to subsidiaries amounts to ? 3,248.31 million, which together constitutes 49% of the total assets of the Company. At each period end, the management evaluates whether any impairment indicators exist in the carrying value of investments, in accordance with the requirements of Ind AS 36, Impairment of Assets (‘Ind AS 36’), and whether there has been significant increase in credit risk in loans receivables in accordance with the requirements of Ind AS 109, Financial Instruments (‘Ind AS 109’). Investments and loans where impairment indicators are identified or significant increase in credit risk is noted, the management performs a detailed assessment to determine the recoverability of such balances. This recoverability assessment is inherently subjective, due to reliance on

impairment testing and evaluated the design and tested the operating effectiveness of key internal financial controls relating to such process; • Evaluated the accounting policies with respect to impairment/credi t risk assessment and assessed its compliance with the requirements of Ind AS 36 and Ind AS 109; • Compared the carrying value of investments to the net assets of the underlying entity, to identify whether the net assets, being an approximation of the minimum recoverable amount of such investee companies, were in excess of their carrying amount; • Wherever the net assets of such investee companies were lower than total carrying value of investments: ¦ Obtained the impairment assessment

Key audit matters	How our audit addressed the key audit matters
valuations of land	working from
parcels/properties	the
held, cash flow	management
projections of these	and tested the
investee companies,	arithmetical
expectations about	accuracy of
future market or	valuation
economic conditions	model;
and other challenges. The above	¦ Involved
impairment test has	independent
not resulted in	auditor’s
recognition of any	valuation
impairment or credit	expert to
loss during the	assess the
current year.	appropriatene
Considering the	ss of the valuation
significance of	methodology
aforesaid balances to	and
the overall financial	reasonablenes
statements and	s of key
significant	assumptions
management	used by
judgments and	management’
assumptions	s valuation
involved in	experts for
impairment/credit	valuation of
risk assessment, this	land
matter has been	parcels/proper
identified as a key	ties in these
audit matter for the	entities;
current year audit.	¦ Assessed the competence, capabilities and objectivity of management and auditor’s valuation expert; ¦ Evaluated and challenged management’ s assumptions used in the impairment assessment, particularly those related

Key audit matters

How our audit addressed the key audit matters

to guidance value for stamp duty and prevalent market rate, past results and external factors, considering the evidence available to support these and our understanding of the business; and ¦ Performed independent sensitivity analysis for reasonably possible changes in the key assumptions used to assesses the estimation uncertainties involved and evaluate the sufficiency of available headroom between recoverable amount and carrying amount; and • Assessed the appropriateness and adequacy of related disclosures made in the standalone financial statements in accordance with applicable

Key audit matters	How our audit addressed the key audit matters
	accounting standards.
Accounting treatment of borrowings and compliance with covenants Refer note 3.5 and 3.11 for Company’s material accounting policy information relating to borrowings and note 21 for details of borrowings and related disclosures. As at 31 March 2025, borrowings comprise of Rupee Term Loans (RTLs) amounting to ? 9,717.60 million and non convertible debentures (NCDs) amounting to ? 734.17 million. During the year, the	Our audit procedures included, but were not limited to the following: • Evaluated the appropriateness of accounting policy for borrowings in terms of principles enunciated under Ind AS, including Ind AS 109 and Ind AS 23;
	• Evaluated the design and tested the operating effectiveness of key internal financial controls in respect of accounting of borrowing costs and compliance with covenants;
Company has
obtained RTLs for
repaying existing	• Obtained and
NCDs, capital	read the
expenditure, lending	underlying
to a subsidiary and	borrowing and
other related	guarantee
expenses. Significant	agreements to understand the
transaction costs	relevant terms
were incurred and	and conditions
financial guarantees	such as tenure,
were provided by	covenants,
related parties for	interest rate,
raising such funds.	guarantee, etc., to
Such transaction	ensure
costs and guarantees	appropriateness
were accounted	of the accounting
basis guidance given under Ind AS 109, Financial	treatment;

Key audit matters

How our audit addressed the key audit matters

assumptions involved in estimation of fair value of assets used for debt covenant compliance testing, this matter require significant audit efforts to determine appropriateness of accounting treatment and related disclosure. Accordingly, this matter has been identified as a key audit matter in the current year audit.

for fair valuation of mortgaged assets, for aforesaid debt covenant testing; • Assessed the competence, capabilities and objectivity of management and auditor’s valuation expert; • Obtained the financial information of the Guarantor from management to ensure that specific debt covenant in this respect is complied with; and • Assessed the maturity profile of the borrowings to evaluate the classification and evaluated the appropriateness and adequacy of related disclosure made in the standalone financial statements in accordance with applicable accounting standards.

Key audit matters

How our audit addressed the key audit matters

instruments (‘Ind AS 109’). The interest cost incurred on RTLs/NCDs, to the extent directly attributable to the acquisition/construct ion for real estate projects undertaken by the Company, has been capitalised in accordance with the principles of Ind AS 23, Borrowing Costs (‘Ind AS 23’). Also, as per the terms of the loan agreements and debenture deeds, the Company is required to comply with certain debt covenants, including debt coverage, ‘loan to value’ ratios and minimum threshold for Guarantor’s net worth, that require management to perform a fair valuation of assets mortgaged as security at end of each reporting period and requires reporting of the financial information of the Guarantor. Considering the significance of borrowings, transaction costs incurred, guarantees received and significant management judgments and

• Reviewed the amortisation schedules of borrowings and performed re¬ computation based on the effective interest method as per Ind AS 109; • Assessed that the borrowing cost capitalised during the year is in accordance with the principles of Ind AS 23; • Verified compliance of debt covenants as specified in loan agreements and debenture deeds and accuracy of quarterly returns or statements filed by the Company with lenders by comparing with underlying books of accounts; • Involved independent auditor’s valuation expert to assist in evaluating the appropriateness of key assumptions such as future lease rentals, capitalization rate and discount rate used by management’s valuation experts

Information other than the Standalone
Financial Statements and Auditor’s
Report thereon

6. The Company’s Board of Directors are
responsible for the other information. The

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

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

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

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

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

7. The accompanying standalone financial
statements have been approved by the
Company’s Board of Directors. The
Company’s Board of Directors are
responsible for the matters stated in section
134(5) of the Act with respect to the
preparation and presentation of these
standalone financial statements that give a
true and fair view of the financial position,
financial performance including other
comprehensive income, changes in equity
and cash flows of the Company in accordance
with the Ind AS specified under section 133
of the Act and other accounting principles
generally accepted in India. This
responsibility also includes maintenance of
adequate accounting records in accordance
with the provisions of the Act for
safeguarding of the assets of the Company
and for preventing and detecting frauds and
other irregularities; selection and application

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

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

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

Auditor’s Responsibilities for the Audit of
the Standalone Financial Statements

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

11. As part of an audit in accordance with
Standards on Auditing, specified under
section 143(10) of the Act we exercise
professional judgment and maintain

professional skepticism throughout the audit.

We also:

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

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

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

• Conclude on the appropriateness of
Board of Directors’ use of the going
concern basis of accounting and, based
on the audit evidence obtained, whether
a material uncertainty exists related to
events or conditions that may cast
significant doubt on the Company’s
ability to continue as a going concern.

If we conclude that a material
uncertainty exists, we are required to
draw attention in our auditor’s report to
the related disclosures in the standalone
financial statements or, if such
disclosures are inadequate, to modify
our opinion. Our conclusions are based
on the audit evidence obtained up to the

date of our auditor’s report. However,
future events or conditions may cause
the Company to cease to continue as a
going concern; and

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

12. 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.

13. 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.

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

Report on Other Legal and Regulatory
Requirements

15. As required by section 197(16) of the Act,
based on our audit, we report that the
Company has paid remuneration to its
directors during the year in accordance with

the provisions of and limits laid down under
section 197 read with Schedule V to the Act.

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

17. Further to our comments in Annexure I, as
required by section 143(3) of the Act, based
on our audit, we report, to the extent
applicable, that:

i) We have sought and obtained all the
information and explanations which to
the best of our knowledge and belief
were necessary for the purpose of our
audit of the accompanying standalone
financial statements;

ii) Except for the matter stated in paragraph
17(h)(vi) below on reporting under Rule
11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended), 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;

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

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

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

vi) The qualification relating to the
maintenance of accounts and other
matters connected therewith are as stated
in paragraph 17(b) above on reporting

under section 143(3)(b) of the Act and
paragraph 17(h)(vi) below on reporting
under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as
amended);

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

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

i. The Company, as detailed in note 36
to the standalone financial
statements, has disclosed the impact
of pending litigations on its
financial position as at 31 March
2025;

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

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

iv. a. The management has represented
that, to the best of its knowledge and
belief, as disclosed in note 44 to the
standalone financial statements, no
funds have been advanced or loaned
or invested (either from borrowed
funds or securities premium or any
other sources or kind of funds) by

the Company to or in any person(s)
or entity(ies), including foreign
entities (‘the intermediaries’), with
the understanding, whether
recorded in writing or otherwise,
that the intermediary shall, whether,
directly or indirectly lend or invest
in other persons or entities identified
in any manner whatsoever by or on
behalf of the Company (‘the
Ultimate Beneficiaries’) or provide
any guarantee, security or the like
on behalf the Ultimate
Beneficiaries;

b. The management has represented
that, to the best of its knowledge and
belief, other than as disclosed in
note 44 to the standalone financial
statements, no funds have been
received by the Company from any
person(s) or entity(ies), including
foreign entities (‘the Funding
Parties’), with the understanding,
whether recorded in writing or
otherwise, that the Company shall,
whether directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(‘Ultimate Beneficiaries’) or
provide any guarantee, security or
the like on behalf of the Ultimate
Beneficiaries; and

c. Based on such audit procedures
performed as considered reasonable
and appropriate in the
circumstances, nothing has come to
our notice that has caused us to
believe that the management
representations under sub-clauses
(a) and (b) above contain any
material misstatement.

v. The Company has not declared or
paid any dividend during the year
ended 31 March 2025; and

vi. As stated in Note 45 to the standalone
financial statements and based on our

examination which included test
checks, the Company, in respect of
financial year commencing on or
after 1 April 2024, has used an
accounting software for maintaining
its books of account which has a
feature of recording audit trail (edit
log) facility and the same has been
operated throughout the year for all
relevant transactions recorded in the
software except that the audit trail
feature was not enabled for changes
made using privileged access rights
for direct data changes at the database
level. Further, during the course of
our audit we did not come across any
instance of audit trail feature being
tampered with other than the
consequential impact ofthe exception
given above. Furthermore, the audit
trail feature has been preserved by the
Company as per the statutory
requirements for record retention in
the accounting software except that
the audit trail feature at the database
level for the Company has not been
preserved in the accounting software
for the period 1 April 2023 to 9
January 2024.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm’s Registration No.: 001076N/N500013

Sd/-

Madhu Sudan Malpani

Partner

Membership No.: 517440

UDIN: 25517440BMLKDW6577

Place: Bengaluru
Date: 16 May 2025

Annexure I referred to in paragraph 16 of
the Independent Auditor’s Report of even
date to the members of Mac Charles
(India) Limited on the standalone financial
statements for the year ended 31 March
2025

---

Mar 31, 2024

as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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

1. We have audited the accompanying standalone financial statements of Mac Charles (India) Limited (‘the Company’), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (‘the Act’) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind AS’) specified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its loss (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

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

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements

Key audit matter

How our audit addressed the key audit matter

Impairment assessment of investments and loans in subsidiaries The Company’s accounting policy relating to impairment assessment of the investments and loans is set out in note 3.3 respectively to the standalone financial statements. As detailed in note 07 to the standalone financial statements, as at 31 March 2024, the carrying values of Company’s investment in its subsidiaries amounts to ?3,443.93 million. Further as detailed in note 08 to the standalone financial statements, as at 31 March 2024, loans given to subsidiaries amount to ?1,838.06 million. Impairment assessment of these investments and loans is considered as a significant risk as there is a risk relating to recoverability of the investments and loans, and that impairment charge, if any, may be required to be recorded in the standalone financial statements. The recoverability of these investments is inherently subjective due to reliance on land valuations of the properties held, cash flow projections of these investee Companies. The above impairment test has not resulted in recognition of any impairment loss during the period.

Our audit procedures included, but were not limited to, the following: • Obtained an understanding of the management process for identification of possible impairment indicators and process followed by the management for impairment testing. • Understood, evaluated and tested controls around management’s assessment of the impairment indicators and the testing performed. • Compared the carrying value of investments made and loans given to the net assets of the underlying entity, to identify whether the net assets, being an approximation of their minimum recoverable amount, were in excess of their carrying amount. • Wherever the net assets were lower than the recoverable amount, for material amounts: • We obtained and verified the valuation of land parcels and the properties of these entities done by management’s expert as per the government prescribed circle rates

Key audit matter

How our audit addressed the key audit matter

Investment in subsidiaries and loans given to subsidiaries is identified as a key audit matter considering the significance of the balance, recoverability risks and involvement of significant judgment and assumptions.

and prevalent market rate. • Considered the independence, competence and objectivity of management’s external specialist involved in determination of the valuation. • Involved auditor’s expert to independently assess such fair values as provided by the management. • Obtained and verified the management certified cash flow projections for the projects and tested the underlying assumptions used by the management in arriving at those projections. • Determined the appropriateness of the valuation methodology applied in determining the fair valuation of the assets of the subsidiaries. • Challenged the management on the underlying assumptions used for the cash flow projections, considering evidence available to support these assumptions and our understanding of the business. • We have discussed with management and obtained and reviewed the support letter from the Holding Company, Embassy Property Developments Private Limited, confirming that they would continue to infuse funds / capital into the subsidiaries

	Blue Lagoon Real Estate Private Limited, Neptune Real Estate Private Limited and Mac Charles Hub Projects Private Limited as and when required for the expansion of business / working capital / repayment of loans to Mac Charles (India) Limited.
	• Assessed the appro-
	priateness and adequacy of the disclosures made by the management in accordance with applicable accounting standards.
Accounting treatment of borrowings and compliance with covenants Refer note 21 to the standalone financial statements for borrowings obtained during the year and outstanding as at 31 March 2024 and refer note 3.5 and note 3.11 for the related accounting policy. As at 31 March 2024, the carrying value of borrowings in the nature of Non- Convertible Debentures (NCDs) amounts to ^8,233.10 million. During the current year, the Company has issued further tranches of the NCDs for its upcoming real estate project. The Company had also issued NCDs to finance the upcoming real estate project of its subsidiary, Mac Charles Hub Projects Private Limited. Significant transaction costs were incurred and financial guarantees given towards raising such funds accounted for using the effective interest method given under Ind AS 109, Financial instruments (‘Ind AS 109’). The interest cost incurred	Our audit procedures, included, but were not limited, to the following: • Evaluated the appropriateness of accounting policy for borrowings in terms of principles enunciated under Ind AS, including Ind AS 109 and Ind AS 23; • Evaluated the design and implementation of Company’s key financial controls in respect of recognition of borrowing costs and compliance with covenants and tested the operating effectiveness of such controls throughout the year; • Obtained and read the agreements for issuance of borrowings and evaluated the terms and conditions as relevant to ensure appropriateness of the accounting treatment;
	• Reviewing the amortisation schedules and performed re-computation based on the effective interest method as per Ind AS 109.
by the Company on NCDs

Key audit matter	How our audit addressed the key audit matter
issued for its project has been capitalized as cost of construction of the real estate projects for which such specific borrowings	• Verified compliance of debt covenants as
	specified in borrowing agreements.
have been obtained in	Involved valuation spe-
accordance with the	cialists as auditor’s ex-
principles of Ind AS 23,	perts to assist in evalu-
Borrowing Costs (‘Ind AS	ating the appropriate-
23’). Whereas the interest	ness of key assump-
cost incurred by the	tions used for fair valu-
Company on NCDs issued	ation of assets used for
to finance the project of its	aforesaid debt cove-
subsidiary has been considered as finance	nant testing.
cost.	• Obtained the financial
	information of the Guar-
Further, as per the terms of the related debenture deeds, the Company is required to comply with certain debt covenants including on debt	antor from management to ensure that specific debt covenant in this respect is complied with.
coverage and ‘Loan to	• Assessed the maturity
Value’ ratios that require	profile of the borrow-
the management to	ings to evaluate the
perform a fair valuation of	classification and dis-
assets pledged as security	closure of borrowings
at end of each reporting	as per applicable ac-
period, and requires determination and reporting of the financial information of the Guarantor. Considering the significance of amount of borrowings and transaction costs, which required considerable audit efforts to test the accounting treatment of such borrowings, subjectivity involved in estimation of fair value of assets and determination of financial information of the Guarantor used for debt covenant compliance testing, we have identified this as a key audit matter in the current year audit.	counting standards.

Information other than the Standalone Financial Statements and Auditor’s Report thereon

6. The Company’s Board of Directors are responsible for the other information. The other information comprises

the information included in the Annual Report, but does not include the standalone financial statements and our auditor’s report thereon.

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

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

Responsibilities of Management and Those Charged

with Governance for the Standalone Financial

Statements

7. The accompanying standalone financial statements have been approved by the Company’s Board of Directors. The Company’s Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under Section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

Auditor’s Responsibilities for the Audit of the

Standalone Financial Statements

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

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

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

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

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

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

the Company to cease to continue as a going concern;

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

12. 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.

13. 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.

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

Report on Other Legal and Regulatory Requirements

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

16. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order’) issued by the Central Government of India in terms of Section 143(11) of the Act we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17. Further to our comments in Annexure II, as required by Section 143(3) of the Act based on our audit, we report, to the extent applicable, that:

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

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

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

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

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2024 and the operating effectiveness of such controls, refer to our separate report in Annexure II wherein we have expressed an unmodified opinion; and

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

i. the Company, as detailed in note 35 to the standalone financial statements, has disclosed the impact of pending litigation on its financial position as at 31 March 2024.

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2024;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2024;

iv.

a) The management has represented that, to the best of its knowledge and belief as disclosed in note 44 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any persons or entities, including foreign entities (‘the intermediaries’), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘the Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, as disclosed in note 44

c) to the standalone financial statements, no funds have been received by the Company from any persons or entities, including foreign entities (‘the Funding Parties’), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

d) Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31 March 2024.

vi. Based on our examination which included test checks, the Company, in respect of financial year commencing on 01 April 2023, has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software for accounting software SAP S4 HANA. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm’s Registration No.: 001076N/N500013

Hemant Maheswari

Partner

Membership No.: 096537

UDIN: 24096537BKFSAJ9461

Place: Bengaluru

Date: 23 May 2024

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Mar 31, 2018

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF MAC CHARLES (INDIA) LIMITED

Report on the Audit of the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Mac Charles (India) Limited (‘the Company’), which comprise the balance sheet as at 31 March 2018, the statement of profit and loss, the statement of changes in equity and the statement of cash flows for the year then ended, and summary of significant accounting policies and other explanatory information (herein after referred to as “Standalone financial statements”).

Management’s Responsibility for the Standalone financial statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.

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

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.

Auditor’s Responsibility

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

While conducting the 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 of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

Auditor’s Responsibility (continued)

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

We are also responsible to 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 entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may cause an entity to cease to continue as a going concern.

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

Opinion

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

Other Matter Paragraph

The comparative financial information of the Group for the year ended 31 March 2017 and restated opening balance sheet as at 1 April 2016 included in these standalone financial statements, are based on the previously issued statutory financial statements, audited by the predecessor auditor whose report for the year ended 31 March 2017 and 31 March 2016 dated 8 August 2017 and 3 August 2016 respectively expressed an unmodified opinion on those standalone financial statements.

Our opinion above on the standalone financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (‘the Order’), issued by the Central Government in terms of Section 143(11) of the Act, we give in Annexure A, a statement on the matters specified in paragraph 3 and 4 of the Order.

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

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

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

(c) the balance sheet, the statement of profit and loss (including other comprehensive income), statement of changes in equity and the statement of cash flows dealt with by this report are in agreement with the books of account;

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

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

(f) with respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in ‘Annexure B’; and

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

a. the standalone financial statements disclose the impact of pending litigations on the financial position of the Company - refer note 40 to the standalone financial statements;

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

c. There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Holding Company during the year ended 31 March 2018 and;

d. The disclosures in the standalone financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March 2018. However amounts as appearing in the audited standalone financial statements for the period ended 31 March 2017 have been disclosed.

As referred to in our Independent Auditor’s Report to the members of Mac Charles (India) Limited (‘the Company’) on the Standalone financial statements of the Company for the year ended 31 March 2018, we report that:

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

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified every year. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In accordance with the programme, physical verification of fixed assets was carried out during the year and no material discrepancies were noted.

(c) According to the information and explanations given to us and on the basis of our examination of the records, the title deeds of immovable properties are held in the name of the Company.

(ii) According to the information and explanations given to us and on the basis of our examination of the records, the inventories have been physically verified by the Management during the year. In our opinion, the frequency of verification is reasonable. No discrepancies were identified on physical verification of inventories between physical stocks and book records.

(iii) According to the information and explanations given to us and on the basis of our examination of the records, the Company has granted unsecured loans to two companies covered in the register maintained under Section 189 of the Act and;

(a) In our opinion, the rate of interest and other terms and conditions on which loans had been granted to the companies listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company.

(b) In case of loans granted to the two companies covered in the register maintained under Section 189 of the Act, the loans and interest are repayable on demand. According to the information and explanation given to us, the borrowers have been regular in the repayment of the principal amount.

(c) There are no overdue amounts in respect of the loan granted to companies covered listed in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanation given to us, the Company has complied with the provisions of Section 185 and 186 of the Act with respect to loans advanced and investments made. Further there are no guarantees and securities given in respect of which provision of Section 185 & 186 of the Act are applicable.

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

(vi) According to the information and explanation given to us, the Central Government of India has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the services rendered and goods sold by the Company.

(vii) (a) According to the information and explanations given to

us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Service tax, Sales-tax, Value added tax, Income tax dues, Goods and Service tax, Cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of Employee’s State Insurance, Duty of Customs and Duty of Excise during the year.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Sales-tax, Value added tax, Goods and Service tax, Income tax, Service tax, Cess and other material statutory dues were in arrears, as at 31 March 2018, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Provident Fund, Sales-tax, Value added tax, Income tax, Service tax, Goods and Service tax, Cess and other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to its bankers, financial institutions and debenture holders. The Company does not have any dues from the government.

(ix) According to the information and explanations given to us and on the basis of our examination of the records, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. In our opinion and according to the information and explanations given to us, the term loans taken by the Company were applied for the purposes for which they were raised.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) According to the information and explanation given to us and on the basis of our examination of the records of the Company, the Managerial Remuneration paid by the company is in accordance with the limits as specified in Section 197 of Companies Act, 2013.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, and based on an examination of the records of the Company, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable.

(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transaction with directors or person connected with him as referred to in Section 192 of Companies Act 2013. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

We have audited the internal financial controls over financial reporting of Mac Charles (India) Limited (‘the Company’) as of 31 March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (‘Guidance Note’) issued by the Institute of Chartered Accountants of India (‘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.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and 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 Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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 31 March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

for B S R & Associates LLP

Chartered Accountants

Firm’s registration number: 116231W/ W-100024

Aravind Maiya

Partner

Membership number: 217433

Bengaluru 23 May 2018

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Mar 31, 2015

We have audited the accompanying financial statements of MAC CHARLES (INDIA) LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015 and also the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of the appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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 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 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 a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement, comply with the Accounting Standards specified under section 133 of the Act; read with Rule 7 of the Companies (Accounts) Rules,2014;

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

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

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in note 35 to the financial statements.

(ii) The Company did not have any long term contract for which there was any material foreseeable loss.

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. However, with regard to the disputed/subjudiced dividends referred to in Note no. 9.1, the dividend warrants thereof (demand drafts) are in custody of the Company.

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The process of numbering the fixed assets and updating the same into the fixed assets register is in progress.

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

(ii) In respect of its inventory:

(a) Physical verification of inventory has been conducted by the management at reasonable intervals.

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

(c) The Company is maintaining proper records of its inventory. The discrepancies noticed on physical verification of stocks as compared to book records are not material and have been properly dealt with in the books of account.

(iii) In respect of its loans: The Company has granted an unsecured loan to its wholly owned subsidiary.

(a) Having regard to the fact that no agreement/contract is entered into with the subsidiary, there is no stipulation as to repayment and as such paragraph 3(iii)(a) of the order is not applicable to the Company in respect of repayment of principal amount.

(b) Since there is no stipulation regarding repayment of principal and interest, paragraph 3(iii)(b) of the order is not applicable to the Company in respect of overdue amount in excess of Rupees one lakh.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) The Company has not accepted deposits to which the directives issued by the Reserve Bank of India and provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed thereunder apply.

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under Section 148(1) of the Companies Act, 2013, for the Company.

(vii) In respect of its statutory dues :

(a) According to the records of the Company and the information and explanations given to us, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other statutory dues with the appropriate authorities during the year.

(b) To the best of our knowledge and belief and according to the information and explanations given to us, details of disputed statutory dues which have not been deposited in the case of Income Tax are given in the table below :

Sl. Nature of Period to which the Amount No. Dues Dispute relates in Rupees

1. Income Tax A.Y. 1997-98 9,55,691

2. Income Tax A.Y.2010-11 10,34,668

Nature of Dues Forum where the Dispute is Pending Remarks

Income Tax Honourable High Court of Karnataka The amount in dispute is adjusted by the Income Tax Department out of refund due to the Company

Income Tax Honourable High Court of Karnataka The amount in dispute is adjusted by Income Tax Department out of refund due to the Company.

(c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. However, with regard to the disputed/ subjudiced dividends referred to in Note no. 9.1, the dividend warrants thereof (demand drafts) are in custody of the Company.

(viii)The Company has neither accumulated loss as at March 31, 2015 nor has it incurred any cash loss during the financial year ended on that date or in the immediately preceding financial year.

(ix) The Company has not defaulted in repayment of dues to financial institutions or banks.

(x) According to the information and explanations given to us, and records examined by us,the Company has not given any guarantee for loans taken by others from bank or financial institutions during the year, the terms and conditions whereof are prejudicial to the interest of the Company.

(xi) In our opinion and according to the explanations given to us, the Company has not obtained any term loans during the year.

(xii) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For K. B. Nambiar & Associates

Chartered Accountants

(Firm Regn. No. 002313S)

Bangalore Raj Kumar K

21 August 2015 Partner (M.No.208039)

---

Mar 31, 2014

We have audited the accompanying financial statements of MAC CHARLES (INDIA) LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014 and also the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"), read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and in accordance with the principles generally accepted in India.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 from material misstatement.

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

In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

ANNEXURE TO THE AUDITORS'' REPORT (Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The process of numbering the fixed assets and updating the same into the fixed assets register is in progress.

(b) The fixed assets have been physically verified by the Management during the year and no material discrepancies were noticed during such verification.

(c) Fixed Assets disposed off during the year were not substantial.

(ii) In respect of its inventory:

(a) Physical verification of inventory has been conducted by the Management at reasonable intervals.

(b) In our opinion, the procedures of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of its inventory. The discrepancies noticed on physical verification of stocks as compared to book records are not material and have been properly dealt with in the books of account.

(iii) In respect of its loans:

(a) The Company has granted an unsecured loan to its wholly owned subsidiary. The maximum amount outstanding during the year was Rs.2,18,32,981/- and the year-end balance of the loan is Rs 1,92,68,689/-.

(b) Having regard to the fact that the loan granted to its wholly owned subsidiary is interest free and unsecured and also that no agreement/contract is entered into with the subsidiary, the terms and conditions of loan granted to the subsidiary are in our opinion prima facie not prejudicial to the interests of the Company.

(c) In the absence of an agreement/contract there is no stipulation as to repayment and as such paragraph 4(iii)(c) of the order is not applicable to the Company in respect of repayment of principal amount.

(d) Since there is no stipulation regarding repayment of principal, paragraph 4(iii)(d) of the order is not applicable to the Company in respect of overdue amount in excess of rupees one lakh.

(e) The Company has taken an unsecured loan from the

Managing Director during the year. The maximum amount outstanding during the year was Rs.4,60,00,000/- and the year-end balance of the loan is NIL.

(f) Having regard to the fact that the loan is interest free and unsecured and also that no agreement/contract is entered into, the terms and conditions of the loan taken are in our opinion prima facie not prejudicial to the interests of the Company.

(g) The loan having been fully repaid during the year, paragraph 4(iii)(g) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) The Company has not entered into any contracts or arrangements referred to in Section 301 of the Companies Act, 1956. Hence paragraph 4(v)(a) and 4(v)(b) of the order is not applicable to the Company.

(vi) The Company has not accepted deposits to which the directives issued by Reserve Bank of India and provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under apply.

(vii) The Company has an internal audit system commensurate with its size and the nature of its business.

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

(ix) In respect of its statutory dues

(a) According to the records of the Company and the information and explanations given to us, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities during the year.

(b) To the best of our knowledge and belief and according to the information and explanations given to us, details of disputed statutory dues which has not been deposited in the case of Income Tax are given in the table below :

Sl Nature of Period to which the Amount Forum where the No Dues Dispute relates in Rupees Dispute is Pending

1 Income Tax A.Y. 1997-98 9,55,691 Honourable High Court of Karnataka

2 Income Tax A.Y.2010-11 10,34,668 Appellate Commissioner of Income Tax

Remarks

The amount in dispute is adjusted by the Income Tax Department out of refund due to the Company

The amount in dispute is adjusted by Income Tax Department out of refund due to the Company.

(x) The Company has neither accumulated loss as at 31 March 2014 nor has it incurred any cash loss during the financial year ended on that date or in the immediately preceding financial year.

(xi) The Company has not defaulted in repayment of dues to financial institution or bank.

(xii) According to the information and explanations given to us, and records examined by us, during the year the company has not granted loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute as specified under clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.

(xv) According to the information and explanations given to us, the

Company has not given any guarantee for loans taken by others

from banks or financial institutions. (xvi) In our opinion and according to the information and explanations

given to us, the Company has not obtained any term loan during

the year.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short term basis have been used for long term investment by the Company.

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

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised money by public issue during the year.

(xxi) I n our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For K. B. Nambiar & Associates

Chartered Accountants (Firm Regn. No. 002313S) Raj Kumar K Partner (M.No.208039)

Bangalore 4 August 2014

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of MAC CHARLES (INDIA) LIMITED ("the Company")'' which comprise the Balance Sheet as at 31 March'' 2013 and also the Statement of Profit and Loss and Cash Flow Statement for the year then ended'' and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act'' 1956 ("the Act"). This responsibility includes the design'' implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement'' whether due to fraud or error.

Auditors'' Responsibility

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

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us'' the financial statements give the

information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

a. we have obtained all the information and 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. in our opinion'' the Balance Sheet'' the Statement of Profit and Loss and the Cash Flow Statement'' complies with the Accounting Standards referred to in subsection (3C) of section 211 of the Act;

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

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

(i) In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The process of numbering the fixed assets and updating the same into the fixed assets register is in progress.

(b) The fixed assets have been physically verified by the Management during the year and no material discrepancies were noticed during such verification. However'' fixed assets which are fully depreciated in earlier years and not in use have been written off during the year. Also'' refer footnote to schedule 11 in the Notes to financial statements.

(c) Fixed Assets disposed off during the year were not substantial.

(ii) In respect of its inventory:

(a) Physical verification of inventory has been conducted by the Management at reasonable intervals.

(b) In our opinion'' the procedures'' of physical verification of inventories followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of its inventory. The discrepancies noticed on physical verification of stocks as compared to book records are not material and have been properly dealt with in the books of account.

(iii) In respect of its loans:

(a) The Company has granted an unsecured loan to its wholly owned subsidiary. The maximum amount outstanding during the year was Rs.2''43''10''759/- and the year-end balance of the loan is Rs 2''18''32''981/-.

(b) Having regard to the fact that the loan granted to its wholly owned subsidiary is interest free and unsecured and also that no agreement/contract is entered into with the subsidiary'' the terms and conditions of loan granted to the subsidiary are in our opinion prima facie not prejudicial to the interests of the Company.

(c) In the absence of an agreement/contract there is no stipulation as to repayment and as such paragraph 4(iii)(c) of the order is not applicable to the Company in respect of repayment of principal amount.

(d) Since there is no stipulation regarding repayment of principal'' paragraph 4(iii)(d) of the order is not applicable

to the Company in respect of overdue amount in excess of rupees one lakh.

(e) The Company has not taken any loans'' secured or unsecured from companies'' firms or parties covered in the register maintained under Section 301 of the Act. Accordingly'' paragraphs 4(iii)(e) to 4(iii)(g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us'' having regard to the company''s explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations'' there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods and services. During the course of our audit'' we have not observed any major weakness in such internal control system.

(v) The Company has not entered into any contracts or arrangements referred to in Section 301 of the Companies Act'' 1956.Hence paragraph 4(v)(a) and 4(v)(b) of the order is not applicable to the Company.

(vi) The Company has not accepted deposits to which the directives issued by Reserve Bank of India and provisions of Section 58A'' 58AA or any other relevant provisions of the Companies Act'' 1956 and the rules framed there under apply.

(vii) The Company has an internal audit system commensurate with its size and the nature of its business.

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

(ix) In respect of its statutory dues

(a) According to the records of the Company and the information and explanations given to us'' the Company is regular in depositing undisputed statutory dues including Provident Fund'' Investor Education and Protection Fund'' Employees'' State Insurance'' Income Tax'' Sales Tax'' Wealth Tax'' Service Tax'' Customs Duty'' Excise Duty'' Cess and any other statutory dues with the appropriate authorities during the year.

(b) To the best of our knowledge and belief and according to the information and explanations given to us'' details of disputed statutory dues which has not been deposited in the case of Income Tax and are given in the table below :

Sl. Nature of Period to Which the Amount No. Dues Dispute relates in Rupees

1 Income Tax A.Y. 1997-98 9''55''691

2.Income Tax A.Y.2010-11 10''34''668

Name Forum where the Dispute is Pending Remarks

Income Tax Honourable High Court of Karnataka The amount in dispute is adjusted by the Income Tax Department out of refund due to the Company

Income Tax Appellate Commissioner of Income Tax The amount in dispute is adjusted by Income Tax Department out of refund due to the Company.

(x) The Company has neither accumulated loss as at 31 March 2013 nor has it incurred any cash loss during the financial year ended on that date or in the immediately preceding financial year.

(xi) The Company has not defaulted in repayment of dues to financial institution or bank.

(xii) According to the information and explanations given to us'' and records examined by us'' during the year the company has not granted loan or advance on the basis of security by way of pledge of shares'' debentures and other securities.

(xiii) The provisions of any special statute as specified under clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us'' the Company is not a dealer or trader in securities.

(xv) According to the information and explanations given to us'' the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) In our opinion and according to the information and explanations given to us'' the Company has not obtained any term loan during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company'' we report that no funds raised on short term basis have been used for long term investment by the Company.

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

(xix) The Company has not issued any debenture during the year.

(xx) The Company has not raised money by public issue during the year.

(xxi) In our opinion and according to the information and explanations given to us'' no fraud on or by the Company has been noticed or reported during the year.

For K. B. Nambiar & Associates

Chartered Accountants

(Firm Regn. No. 002313S)

Bangalore V. V. Gabriel

30 July 2013 Partner

(M.No.213936)

---

Mar 31, 2012

We have audited the attached Balance Sheet of MESSRS. MAC CHARLES (INDIA) LIMITED ('the Company') as at 31 March 2012 and also the Statement of Profit and Loss and 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003, ('the Order') as amended, issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act, 1956, ('the Act') we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(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, subject to Note No.29 regarding non- confirmation of balances ;

(ii) 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 ;

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

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

(v) On the basis of written representations received from the Directors, as on 31 March 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 March 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956 ;

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2012 ;

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

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

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The process of numbering the fixed assets and updating the same into the fixed assets register is in progress.

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

(c) Fixed Assets disposed off during the year were not substantial.

(ii) (a) Physical verification of inventory has been conducted by the management at reasonable intervals.

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

(c) The Company is maintaining proper records of its inventory. The discrepancies noticed on physical verification of stocks as compared to book records are not material and have been properly dealt with in the books of account.

(iii) (a) The Company has granted an unsecured loan to its wholly owned subsidiary. The maximum amount outstanding during the year was Rs.3,58,98,614/- and the year-end balance of the loan is Rs.2,43,01,392/-.

(b) Having regard to the fact that the loan granted to its wholly owned subsidiary is interest free and unsecured and also that no agreement/contract is entered into with the subsidiary, the terms and conditions of loan granted to the subsidiary are in our opinion prima facie not prejudicial to the interests of the Company.

(c) In the absence of an agreement/contract there is no stipulation as to repayment and as such paragraph 4(iii)(c) of the order is not applicable to the Company in respect of repayment of the principal amount.

(d) Since there is no stipulation regarding repayment of principal, paragraph 4(iii)(d) of the order is not applicable to the Company in respect of overdue amount in excess of rupees one lakh.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or parties covered in the register maintained under Section 301 of the Act. Accordingly, paragraphs 4(iii)(e) to 4(iii)(g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, having regard to the company's explanations that some ofthe items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) The Company has not entered into any contracts or arrangements referred to in Section 301 of the Companies Act, 1956. Hence paragraphs 4(v)(a) and 4(v)(b) of the order is not applicable to the Company for the year.

(vi) The Company has not accepted deposits to which the directives issued by Reserve Bank of India and provisions of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under apply.

(vii) The Company has an internal audit system commensurate with its size and the nature of its business.

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

(ix) (a) According to the records of the Company and the information and explanations given to us, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities during the year.

(b) To the best of our knowledge and belief and according to the information and explanations given to us, details of disputed statutory dues which has not been deposited in the case of Income Tax are given in the table below :

Sl. Nature of Period to Which the Amount

No. Dues Dispute relates in Rupees Forum where the Dispute is Pending

1 Income Tax A.Y. 1997-98 9,55,691 Honorable High Court of Karnataka



Nature of Due Remarks

Income Tax The amount in dispute is adjusted by the Income Tax Department out of refund due to the Company

(x) The Company has neither accumulated loss as at 31 March 2012 nor has it incurred any cash loss during the financial year ended on that date or in the immediately preceding financial year.

(xi) The Company has not defaulted in repayment of dues to financial institution or bank.

(xii) According to the information and explanations given to us, and records examined by us, during the year the company has not granted loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute as specified under clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.

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

(xvi) In our opinion and according to the information and explanations given to us, the Company has not obtained any term loan during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment by the Company.

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

(xix) The Company has not issued any debenture during the year.

(xx) The Company has not raised money by public issue during the year.

(xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For K. B. Nambiar & Associates

Chartered Accountants

(Firm Regn. No. 002313S)

Bangalore V. V. Gabriel

24 July 2012 Partner (M.No.213936)

---

Mar 31, 2011

We have audited the attached Balance Sheet of MESSRS.MAC CHARLES (INDIA) LIMITED ('the Company') as at 31 March 2011 and also the Profit and Loss Account and 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003, ('the Order') as amended, issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act, 1956, ('the Act') we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(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, subject to Note No.20 of Schedule No. 19 - Notes on Accounts - regarding non-confirmation of balances;

(ii) 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 ;

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

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

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

(vi) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts 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 31 March 2011 ;

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

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

ANNEXURE TO THE AUDITORS'REPORT DATED 28 JULY 2011

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

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

(c) Fixed Assets disposed off during the year were not substantial.

(ii) (a) Physical verification of inventory has been conducted by the management at reasonable intervals.

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

(c) The Company is maintaining proper records of its inventory. The discrepancies noticed on physical verification of stocks as compared to book records are not material and have been properly dealt with in the books of account.

(iii) (a) The Company has granted an unsecured loan to its wholly owned subsidiary. The maximum amount outstanding during the year was Rs.3,44,70,430/- and the year-end balance of the loan is Rs.3,25,98,614/-.

(b) Having regard to the fact that the loan granted to its wholly owned subsidiary is interest free and unsecured and also that no agreement/contract is entered into with the subsidiary, the terms and conditions of loan granted to the subsidiary are in our opinion prima facie not prejudicial to the interests of the Company.

(c) In the absence of an agreement/contract there is no stipulation as to repayment and as such paragraph 4(iii)(c ) of the order is not applicable to the Company in respect of repayment of the principal amount.

(d) Since there is no stipulation regarding repayment of principal, paragraph 4(iii)(d) of the order is not applicable to the Company in respect of overdue amount in excess of rupees one lakh.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or parties covered in the register maintained under Section 301 of the Act. Accordingly, paragraphs 4(iii)(e) to 4(iii)(g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, having regard to the company's explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us :

a) the particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said section have been so entered.

b) where each of such transaction is in excess of Rs.5/- Lakhs in respect of any party, we are unable to comment whether such transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time since such transactions are in respect of certain purchases for which comparable quotations are not available.

(vi) The Company has not accepted deposits to which the directives issued by Reserve Bank of India and provisions of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder apply.

(vii) The Company has an internal audit system commensurate with its size and the nature of its business.

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

(ix) (a) According to the records of the Company and the information and explanations given to us, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities during the year.

(b) To the best of our knowledge and belief and according to the information and explanations given to us, details of disputed statutory dues which has not been deposited in the case of Income Tax are given in the table below :

SI. Nature of Period to Which the Amount No. Dues Dispute relates in Rupees Forum where the Dispute is Pending Remarks

1 Income Tax A.Y. 1997-98 9,55,691 Honourable High Court of Karnataka The amount in dispute is adjusted by the Income Tax Department out of refund due to the Company

2 Income Tax A.Y. 2001-02 9,54,168 Honourable High Court of Karnataka The amount in dispute is adjusted by the Income Tax Department out of refund due to the Company

3 Income Tax A.Y. 2007-08 14,90,801 CIT (Appeals) - III The amount in dispute is adjusted by the Income Tax Department out of refund due to the Company

4 Income Tax A.Y. 2008-09 27,01,461 CIT (Appeals) - III -

(x) The Company has neither accumulated loss as at 31 March 2011 nor has it incurred any cash loss during the financial year ended on that date or in the immediately preceding financial year.

(xi) The Company has not defaulted in repayment of dues to financial institution or bank.

(xii) According to the information and explanations given to us, and records examined by us, during the year the company has not granted loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute as specified under clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.

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

(xvi) In our opinion and according to the information and explanations given to us, the Company has not obtained any term loan during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment by the Company.

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

(xix) The Company has not issued any debenture during the year.

(xx) The Company has not raised money by public issue during the year.

(xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For K. B. Nambiar & Associates

Chartered Accountants

(Firm Regn. No. 002313S)

Bangalore V. V. Gabriel

28 July 2011 Partner (M.No.213936)

---

Mar 31, 2010

We have audited the attached Balance Sheet of MESSRS.MAC CHARLES (INDIA) LIMITED (the Company) as at 31 March 2010 and also the Profit and Loss Account and 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003, (the Order) as amended, issued by the Central Government in terms of sub-section (4A) of section 227 of the Companies Act, 1956, (the Act) we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(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, subject to Note No.21 of Schedule No. 19 - Notes on Accounts - regarding non-confirmation of balances ;

(ii) 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 ;

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

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

(v) On the basis of written representations received from the Directors, as on 31 March 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31 March 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956 ;

(vi) In our opinion, and to the best of our information and according to the explanations given to us, the said accounts 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 31 March 2010 ;

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

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

ANNEXURE TO THE AUDITORS REPORT DATED 30 JUNE 2010

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

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

(c) Fixed Assets disposed off during the year were not substantial.

(ii) (a) Physical verification of inventory has been conducted by the management at reasonable intervals.

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

(c) The Company is maintaining proper records of its inventory. The discrepancies noticed on physical verification of stocks as compared to book records are not material and have been properly dealt with in the books of account.

(iii) (a) The Company has granted an unsecured loan to its wholly owned subsidiary. The maximum amount outstanding during the year was Rs.2,30,00,000/- and the year-end balance of the loan is Rs.2,30,00,000/-.

(b) Having regard to the fact that the loan granted to its wholly owned subsidiary is interest free and unsecured and also that no agreement/contract is entered into with the subsidiary, the terms and conditions of loan granted to the subsidiary are in our opinion prima facie not prejudicial to the interests of the Company.

(c) In the absence of an agreement/contract there is no stipulation as to repayment and as such paragraph 4(iii) (c ) of the order is not applicable to the Company in respect of repayment of the principal amount.

(d) Since there is no stipulation regarding repayment of principal, paragraph 4(iii)(d) of the order is not applicable to the Company in respect of overdue amount in excess of rupees one lakh.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or parties covered in the register maintained under Section 301 of the Act. Accordingly, paragraphs 4(iii)(e) to 4(iii)(g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, having regard to the Companies explanations that some of the items purchased are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) In respect of contracts or arrangements entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us :

a) the particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the Register maintained under the said section have been so entered.

b) where each of such transaction is in excess of Rs.5/- Lakhs in . respect of any party, we are unable to comment whether such transactions have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time since such transactions are in respect of certain purchases for which comparable quotations are not available.

(vi) The Company has not accepted deposits to which the directives issued by Reserve Bank of India and provisions of Sections 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed thereunder apply.

(vii) The Company has an internal audit system commensurate with its size and the nature of its business.

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

(ix) (a) According to the records of the Company and the information and explanations given to us, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities during the year.

(b) To the best of our knowledge and belief and according to the information and explanations given to us, details of disputed statutory dues which has not been deposited in the case of Income Tax are given in the table below :

SI. Nature of Period to Which the Amount No. Dues Dispute relates in Rupees Forum where the Dispute is Pendin



1 Income Tax A.Y. 1997-98 9,55,691 Honourable High Courtof Karnataka

2 Income Tax A.Y.2001-02 9,54,168 Honourable High Court of Karnataka

3 Income Tax A.Y.2007-08 14,90,801 CIT (Appeals) - III

Sl. No. Remarks

1 Income Tax The amount in dispute is adjusted by the Inmcome Tax Department out of refund due to the Company

2 Income Tax The amount in dispute is adjusted by the Inmcome Tax Department out of refund due to the Company

3 Income Tax The amount in dispute is adjusted by the Inmcome Tax Department out of refund due to the Company

(x) The Company has neither accumulated loss as at 31 March 2010 nor has it incurred any cash loss during the financial year ended on that date or in the immediately preceding financial year.

(xi) The Company has not defaulted in repayment of dues to financial institution or bank.

(xii) According to the information and explanations given to us, and records examined by us, during the year the company has not granted loan or advance on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute as specified under clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.

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

(xvi) In our opinion and according to the information and explanations given to us, the Company has not obtained any term loan during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment by the Company.

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

(xix) The Company has not issued any debenture during the year.

(xx) The Company has not raised money by public issue during the year.

(xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.



For K. B. Nambiar & Associates

Chartered Accountants

(Firm Regn. No. 002313S)

Bangalore V. V. Gabriel

30 June 2010 Partner (M.No.213936)