Auditor Report of Martin Burn Ltd.

Mar 31, 2025

We have audited the accompanying Standalone Ind AS financial statements of MARTIN BURN LIMITED ("the Company”),
which comprise the Balance sheet as at 31st March 2025, the Statement of Profit and Loss (including other comprehensive
income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies and other explanatory information (hereinafter
referred to as "standalone Ind AS financial statements”).

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

Basis for Opinion

We conducted our audit of the Standalone Ind AS financial statements in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditor''s Responsibilities for the Audit of the 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 made thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Sl No.	Key Audit Matter(s)	How the audit addressed the key audit matter(s)
1	Capital Working-in-Progress
	The amount incurred in relation to Capital Work in Progress as on 31st March 2025 is amounting to Rs. 1,096.43 Lakhs. These projects take a substantial period of time to get ready for intended use. Due to the materiality in the context of the balance sheet of the Company and the level of judgments and estimates required, we consider this to be a key audit matter.	We performed an understanding and evaluation of system of internal control over the capital work-in-progress, with reference to identification and testing of key controls. We assessed the progress of the projects and the intention of the management to carry forward and bring the asset to its state of intended use. Based on our discussions and the documentation reviewed, we note that the project is currently on hold, and the management is in the process of reviewing the costs incurred in light of the initial budget and project plan. The outcome of this review will guide the company''s next steps regarding the continuation or modification of the project."

Sl No.	Key Audit Matter(s)	How the audit addressed the key audit matter(s)
2	Provision and Written off Loans
	The Company has during the year ended march 31, 2025, made a provision against loan given (Bad & Doubtful) amounting to Rs. 445 Lakhs, due to uncertainty of recoverable. Further, the company has written off an amount of Rs 52.54 Lakhs, being receivables from loan to various parties. . Refer Note 30 to the financial statements.	Obtained details which the Company has written off and made the provision, to test the recoverability of these loans. We have relied on the management''s judgment that the said amounts are not receivable. We have verified the copy of the loan documents along with documents of communication against recovery of loan.
3	Employee benefits actuarial assumptions
	Employee benefits are all forms of consideration given by the entity in exchange for service rendered by employees or for the termination of employment. The net defined benefit liability (asset) is the deficit or surplus, adjusted for any effect of limiting a net defined benefit asset to the asset ceiling. Accounting for defined benefit plans is complex because actuarial assumptions are required to measure the obligation and the expense and there is a possibility of actuarial gains and losses. Moreover, the obligations are measured on a discounted basis because they may be settled many years after the employees render the related service. Due to above mentioned requirements employee benefits is considered as key audit matter by us.	The procedures performed by the auditors, as reported by them, included the following: Reconciled the underlying data used by the company''s Appointed Actuary (the "Appointed Actuary") with thy trial balance and the data obtained by us from the policy administration system to ensure completeness. Understood from the Appointed Actuary the assumptions used and the basis for the same.Assessed the company''s methodology for settlement of employees'' benefits against recognized actuarial practices."We have obtained and reconciled the provision for employee benefits with the certificate provided by the Appointed Actuary. During our review, we noted that the certificate makes reference to Accounting Standard (AS) 15 instead of the applicable Ind AS 19 - Employee Benefits, which governs the accounting for post-employment defined benefit plans under the applicable financial reporting framework however, Management represented that the valuation methodology is consistent with the principles laid down in Ind AS 19. Further, the Company has classified the gratuity liability amounting to Rs. 38.38 lakhs under Non-Current Liabilities, based on management''s assessment that no gratuity payments are expected to be made within the next 12 months."

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other information
comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to
Board''s Report and Shareholder''s Information, 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 during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.

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 financial position, financial performance, total comprehensive income, changes in equity and cash flows of the
Company in accordance with the accounting principles generally accepted in India, including the accounting Standards
specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate of accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the financial statement that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

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

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

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

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism
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 financial controls relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)® of the Act, we are also responsible for expressing
our opinion on whether the Company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

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

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

If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the
related disclosures in the 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.

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

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

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

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

OTHER MATTER

Corresponding figures of the company for the year ended 31 March 2024 have been audited by another auditor who
expressed an unmodified opinion dated 29 May 2024 on the Standalone Ind AS financial statements of the company for
the year ended 31 March 2024.

Our opinion on the Standalone Ind AS Financial Statements 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, 2020 ("the Order”), as amended, issued by the Government
of India in terms of sub-section (11) of section 143 of the Act, and on the basis of such checks of the books and
records of the Company as we considered appropriate and according to the information and explanations given to
us, we give in the "Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the said Order, to the
extent applicable.

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

a. we have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the 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 including other comprehensive income, the statement of
cash flows and the statement of changes in equity dealt with by this Report are in agreement with the books
of account;

d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the applicable Accounting
Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards)
Rules, 2015 as amended;

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

It With respect to the adequacy of the internal financial controls over financial reporting of the Company and the

operating effectiveness of such controls, refer to our separate Report in "Annexure B” Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls
over financial reporting.

g. With respect to the matter to be included in the Auditor''s Report under section 197(16), In our opinion and

according to the information and explanations given to us, the remuneration paid by the Company to its
directors during the current year is in accordance with the provisions of section 197 of the Act. The remuneration
paid to any director is not in excess of the limit laid down under section 197 of the Act. The Ministry of Corporate
Affairs has not prescribed other details under section 197(16) which are required to be commented upon by us.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone
Financial Statements -Refer paragraph 10 of the notes to the financial statements.

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

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

iv. (a) In our opinion and to the best of our information and according to the explanations given to us,

Management has represented that, to the best of it''s knowledge and belief, other than as disclosed
in the notes to the accounts, no funds have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the company to or in
any other person(s) or entity(ies) including foreign entities ("Intermediaries”) with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly
lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of
the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries;

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

(c) In our opinion and to the best of our information and according to the explanations given to us,
nothing has come to their notice that has caused us to believe that the representations under
sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material mis¬
statement.

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

vi. Based on our examination, which included test checks, the Company has used accounting software for
maintaining its books of account for the financial year ended March 31,2025 which has a feature of recording
audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded
in the software. Further, during the course of our audit we did not come across any instance of the audit trail
feature being tampered with and the management has represented that the audit trial feature cannot be
disabled. Company has preserved the Audit Trail as per the statutory requirements for records retention.

S D AND ASSOCIATES

Chartered Accountants

Firm Registration No. 016223C

Ganesh Kumar Keshri

Partner

Membership No. 302102

UDIN: 25302102BMIODG2187

Place: Kolkata

Date: 28th May, 2025

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Mar 31, 2024

MARTIN BURN LIMITEDREPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS Opinion

We have audited the accompanying Standalone Ind AS financial statements of MARTIN BURN LIMITED ("the Company”), which comprise the Balance sheet as at 31st March 2024, the Statement of Profit and Loss (including other comprehensive income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "standalone Ind AS financial statements”).

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

Basis for Opinion

We conducted our audit of the Standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the 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 ofthe Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

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

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report and Shareholder''s Information, 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 during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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 financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

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

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism 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 financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

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

If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the 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.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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

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

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

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

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

c. The Balance Sheet, the statement of profit and loss including other comprehensive income, the statement of cash flows and the statement of changes in equity dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 as amended;

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

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B” Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

g. With respect to the matter to be included in the Auditor''s Report under section 197(16), In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of section 197 of the Act. The remuneration paid to its directors are in excess of the limit laid down under section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197(16) which are required to be commented upon by us.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements -Refer paragraph 10 of the notes to the financial statements.

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

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

(a) In our opinion and to the best of our information and according to the explanations given to us, Management has represented that, to the best of it''s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies) including foreign entities ("Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

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

(c) In our opinion and to the best of our information and according to the explanations given to us, nothing has come to their notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material mis-statement.

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

"Martin Burn House" 3rd Floor For Saraf & Co.

1, R.N. Mukherjee Road, Chartered Accountants

Kolkata- 700001 Firm Registration No. 312045E

(D.P Saraf)

Date : 29th May, 2024 Partner

UDIN : 24050505BKCTTV8087 Membership No. 050505

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Sep 30, 2014

We have audited the accompanying financial statements of MARTIN BURN LIMITED ("the Company"), which comprise the Balance Sheet as at 30th September, 2014 and the Statement of Profit and Loss and Cash Flow Statement for the 15 months period ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"), read with 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 Accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the 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 auditors'' 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 read in conjunction with Schedule 1 to 21 give the information required by the Act in the manner so required and subject to the effects of note nos. 1, 2, 9, 10 & 11 of Schedule 21, give a true and fair view in conformity with the accounting principles generally accepted in India :

a. in the case of Balance Sheet, of the state of affairs of the Company as at 30th September, 2014;

b. in the case of the Statement of Profit and Loss, of the loss for the 15 months period ended on that date; and

c. in the case of the Cash Flow Statement of the cash flows for the 15 months period ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors'' Report) only 2003 ("the Order"), as amended, issued by the Central Govt. of India in terms of Sub-Section (4A) of Section 227 of the Act, we enclose in the annexure a statement on the matter specified in paragraph 425 of the Order.

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; except AS 15 as referred to Note No. 8 of Schedule 21, read with General Circular 15/2013, dated 13th September, 2013 by the Ministry of Company Affairs in respect of Section 133 of the Companies Act, 2013.

e. on the basis of written representations received from the directors as on 30th September, 2014 and taken on record by the Board of Directors, none of directors is disqualified as on 30th September, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

The Annexure referred to in paragraph 1 under the heading "report on other legal and regulatory requirements" of our report of even date to the Members of Martin Burn Limited.

1. a. The company has maintained proper records showing full particulars including quantitative details and situations of its fixed assets, which however needs improvement.

b. As explained to us fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on such verification;

c. No substantial part of fixed assets have been disposed off during the period and therefore does not affect the going concern assumption.

2. Construction materials for projects are directly debited to Construction Work - In - Progress as and when purchased. The Inventory has been physically verified by the management during the year as confirmed to us.

3. a. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii (c) and iii (d) of the order are not applicable to the Company.

b. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken any loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses iii (f) and iii (g) are not applicable to the Company.

4. In our opinion and according to information and explanations given to us, there is generally an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventories, fixed assets and with regard to sale of goods and services. During the course of our audit, no major instance of continuing failure to correct any weakness in the internal controls has been noticed;

5. a. According to the information and explanations given to us, particulars of contracts or arrangements that need to be entered into the register maintained in pursuance of Section 301 of the Companies Act, 1956 are not applicable to the company.

b. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time are not applicable in view 3 (a) and (b) above.

6. The company has not accepted any deposits from public covered under section 58A, 58AA or any other relevant provision of that Act and rules framed thereunder.

7. The company has an adequate internal audit system commensurate with the size of the Company and nature of its business and has appointed a firm of chartered accountant as its internal auditor.

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

9. a. According to the information and explanations given to us and the records of the company examined by us, no undisputed statutory dues outstanding as at 30th September, 2014, for a period of more than six months from the date they become payable.

b. According to the information and explanations given to us and records of the company examined by us, the particulars of Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty and Cess, which have not been deposited on account of disputes pending at various forums is mentioned under Serial No. 15 of Schedule no. 21.

10. The Company does not have any accumulated losses as at 30th September, 2014 and has not incurred cash losses in the current and immediate preceding financial year.

11. Based on the information and explanations given to us, the Company has not defaulted during the period in repayment of dues to any financial institutions or banks.

12. According to the information and explanations given to us, the Company has not granted any loans and advance on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provision of this clause of the Companies (Audit Report) Order, 2003 (as amended) is not applicable to the Company.

14. In our opinion the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of paragraph 4 (xiv) of the aforesaid order are not applicable to the company.

15. The Company has not given any guarantee for the loan taken by others from bank or financial institutions during the period.

16. According to the information and explanations given to us, the term loans raised by the company have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet and cash flow of the company, we report that no fund raised on short term basis has been used for long term investment.

18. The Company has not issued any debentures. Accordingly, the provisions of paragraph 4 (xix) of the aforesaid order are not applicable to the company.

19. The Company has not raised any money by public issue during the year. Therefore, the provisions of paragraph 4 (xx) of the aforesaid order are not applicable to the company.

20. During the course of our examination of books of account carried out in accordance with generally accepted auditing practices, we have neither come across any instance of fraud on or by the company nor have we been informed of such case by the management.

For D. P. Sen & Co. Chartered Accountants

22, Ashutosh Chowdhury Avenue, (D. Bhattacharyya) 2nd Floor, Flat No. 22, Partner Kolkata - 700 019 Membership No. 012726 Date : 22.01.2015 Firm Registration No. 301054E

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Jun 30, 2013

We have audited the accompanying financial statements of MARTIN BURN LIMITED ("the Company"), which comprise the Balance Sheet as at 30th June, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the 15 months period then ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in 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 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 auditors'' 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 read in conjunction with Schedule 1 to 21 give the information required by the Act in the manner so required and subject to the effects of notes no. 1 and 2 of Schedule 21, give a true and fair view in conformity with the accounting principles generally accepted in India :

a. in the case of Balance Sheet, of the state of affairs of the Company as at 30th June, 2013;

b. in the case of the Statement of Profit and Loss, of the profit for the 15 months period ended on that date; and

c. in the case of the Cash Flow Statement of the cash flows for the 15 months period ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

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

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

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

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

e. on the basis of written representations received from the directors as on 30th June, 2013 and taken on record by the Board of Directors, none of directors is disqualified as on 30th June, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report:

1. a. The company has maintained proper records showing full particulars including quantitative details and situations of its fixed assets, which however needs improvement.

b. As explained to us fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on such verification;

c. In our opinion and according to information and explanations given to us, no substantial part of fixed assets have been disposed off during the period and therefore does not affect the going concern assumption.

2. Construction materials for projects are directly debited to Construction Work-in-Progress as and when purchased.

3. a. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii (c) and iii (d) of the order are not applicable to the Company.

b. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken any loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses iii (f) and iii (g) are not applicable to the Company.

4. In our opinion and according to information and explanations given to us, there is generally an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventories, fixed assets and with regard to sale of goods and services. During the course of our audit, no major instance of continuing failure to correct any weakness in the internal controls has been noticed;

5. a. According to the information and explanations given to us, contracts or arrangements that need to be entered into the register maintained in pursuance of Section 301 of the Act have been so entered.

b. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits from public covered under section 58A, 58AA or any other relevant provision of that Act and rules framed there under.

7. The company has an adequate internal audit system commensurate with the size of the Company and nature of its business and has appointed a firm of chartered accountants as its internal auditor.

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

9. a. According to the information and explanations given to us and the records of the company examined by us, the particulars of the undisputed statutory dues outstanding as at 30th June, 2013, for a period of more than six months from the date they become payable are annexed in Annexure -1, to the Audit Report.

b. According to the information and explanations given to us and records of the company examined by us, the particulars of Income Tax, Wealth Tax, Sales Tax, Service Tax, Custom Duty and Cess, which have not been deposited on account of disputes pending at various forums is given in Annexure - II of the Audit Report.

10. The Company does not have any accumulated losses as at 30th June, 2013 and has not incurred cash losses in the current and immediate preceding financial year.

11. Based on the information and explanations given to us, the Company has not defaulted during the period in repayment of dues to any financial institutions or banks.

12. According to the information and explanations given to us, the Company has not granted any loans and advance on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provision of this clause of the Companies (Audit Report) Order, 2003 (as amended) is not applicable to the Company.

14. In our opinion the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of paragraph 4 (xiv) of the aforesaid order are not applicable to the company.

15. The Company has not given any guarantee for the loan taken by others from bank or financial institutions during the period.

16. According to the information and explanations given to us, the term loans raised by the company have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet and cash flow of the company, we report that no fund raised on short term basis has been used for long term investment.

18. The Company has raised money by issue of Preferential Equity Share Warrants during earlier year. The same amount have been converted into Equity Share Capital / Share Forfeiture / Share Premium during the period.

19. The Company has not issued any debentures. Accordingly, the provisions of paragraph 4 (xix) of the aforesaid order are not applicable to the company.

20. The Company has not raised any money by public issue during the year. Therefore, the provisions of paragraph 4 (xx) of the aforesaid order are not applicable to the company.

21. During the course of our examination of books of account carried out in accordance with generally accepted auditing practices, we have neither come across any instance of fraud on or by the company nor have we been informed of such case by the management.

For D. P. Sen & Co.

Chartered Accountants

22. Ashutosh Chowdhury Avenue,

2nd Floor, Flat No. 22, D. Bhattacharyya

Kolkata-700 019 Partner

Date : 29th August, 2013. Membership No. 012726 Firm Registration No. 301054E

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Mar 31, 2012

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

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

1. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) order 2004 ("Order") issued by the Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, ("Act") and on the basis of such checks as we considered appropriate, and according to the information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

2. Attention is drawn to the Notes No. 2 & 4 of the Notes on Accounts (Schedule 21).

3. Further, to our comments in para 1 & 2 above, we report that, 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.

4. Subject to remarks in Para 1-3 above, 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.

5. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

6. In our opinion excepting as stated in Point No. 8 of Schedule 21, the Balance Sheet and the Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of the section 211 of the Companies Act, 1956.

7. On the basis of written representations received from the Directors of the Company which were taken on record by the Board of Directors of the Company and the information and explanations as made available, none of the Directors of the Company is disqualified as on 31st 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.

8. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read in conjunction with Schedules 1 to 21 give the information required by the Companies Act,1956 in the manner so required and subject to the effect of notes as referred in Paragraph 2 above and read together with the other notes thereon, give a true and fair view in conformity with the accounting principles and standards generally accepted in India,

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

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

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

ANNEXURE TO THE AUDITORS' REPORT

AS REQUIRED BY THE COMPANIES (AUDITOR'S REPORT) ORDER, 2003 (As amended)

(Referred to in serial no. 1 of our report of even date)

1. (a) The Company has maintained records showing full particulars including quantitative details and situation of fixed assets which, however, needs improvement.

(b) The management during the year under audit has physically verified the fixed assets of the company.

(c) During the year no substantial part of fixed assets has been disposed off by the company. Therefore, the provisions of paragraph 4(i) (c) of the aforesaid order, in our opinion, are not applicable to the company.

2. Construction materials for Projects are directly debited to Construction Work in progress as and when purchased.

3. (a) As informed, the Company has not granted/taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956.

(b) In view of our comment in paragraph 3(a) above, the paragraphs 4(iii)(b) to 4(iii)(d) of the aforesaid order are not applicable to the Company.

(c) In view of our comment in paragraph 3(a) above, the paragraphs 4 (iii)(f) and 4 (iii)(g)of the aforesaid order are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there are internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of construction materials and fixed assets and for the sale of real estate properties and services. In our opinion the internal control system needs further improvement. Further, during the course of our audit, we have neither come across nor have we been informed of any continuing failure to correct major weakness in internal control.

5. According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

6. During the course of our audit we have not come across any receipt of Public Deposit or any balance under this account.

7. The Company has internal audit system commensurate with the nature of business and activities of the company.

8. The Central Government has not prescribed maintenance of cost records under section 209 (l)(d) of the Companies Act, 1956 for the company.

9. (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) There are no dues outstanding of Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess on account of any dispute except for Rs. 5,664,240 against Sales Tax and Rs. 46,981,720 against Income Tax.

10. The Company has no accumulated losses. The company has not incurred any cash loss during the financial year covered by our report and the immediately preceding financial year.

11. According to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

13. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the aforesaid order are not applicable to the company.

14. In our opinion the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of paragraph 4 (xiv) of the aforesaid order are not applicable to the company.

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

16. According to the information and explanations given to us, the term loans raised by the company have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet and cash flow of the company, we report that no fund raised on short term basis has been used for long term investment.

18. The Company has raised money by issue of Preferential Equity Share Warrants during the year. Provisions of paragraph 4 (xviii) of the aforesaid order are not applicable.

19. The Company has not issued any debentures. Accordingly, the provisions of paragraph 4 (xix) of the aforesaid order are not applicable to the company.

20. The Company has not raised any money by public issue during the year. Therefore, the provisions of paragraph 4 (xx) of the aforesaid order are not applicable to the company.

21. During the course of our examination of books of account carried out in accordance with generally accepted auditing practices, we have neither come across any instance of fraud on or by the company nor have we been informed of such case by the management.

For D. P. Sen & Co. Chartered Accountants

D. Bhattacharyya Partner Membership No. 012726 Firm Registration No. 301054E

22, Ashutosh Chowdhury Avenue, 2nd Floor, Flat No. 22, Kolkata - 700 019 Date : May 31, 2012.

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Mar 31, 2010

We have audited the attached Balance Sheet of MARTIN BURN LIMITED, as at 31st March 2010, and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the 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 mis-statement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Financial Statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall Financial Statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) order 2004 ("Order") issued by the Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, ("Act") and on the basis of such checks as we considered appropriate, and according to the information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

2. Attention is drawn to the Note Nos. 3 & 5 of the Notes on Accounts (Schedule 19).

3. Further, to our comments in Para 1 & 2 above, we report that, 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.

4. Subject to remarks in Para 1 -3 above, 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.

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

6. In our opinion, the Balance Sheet and the Profit & Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of the Section 211 of the Companies Act, 1956.

7. On the basis of written representations received from the Directors of the Company which were taken on record by the Board of Directors of the Company and the information and explanations as made available, none of the Directors of the Company is disqualified as on 31st 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.

8. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read in conjunction with Schedules 1 to 19 give the information required by the Companies Act, 1956, in the manner so required and subject to the effect of notes as referred in Paragraph 2 above and read together with the other notes thereon, give a true and fair view in conformity with the accounting principles and standards generally accepted in India :

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010 and

b) in the case of the Profit & Loss Account, of the Profit for the year ended on that date.

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

Annexure to the Auditors Report

AS REQUIRED BY THE COMPANIES (AUDITORS REPORT) ORDER, 2003 (AS AMENDED) (Referred to in Serial no. 1 of our report of even date)

I. (a) The Company has maintained records showing full particulars including quantitative details and situation of fixed assets, which however, needs improvement.

(b) The management during the year under audit has physically verified the fixed assets of the Company.

(c) During the year no substantial part of fixed assets has been disposed off by the Company. Therefore, the provisions of Paragraph 4 (i) (c) of the aforesaid order, in our opinion, are not applicable to the Company.

2 The stock of finished construction except construction materials at the site of the Company at all its locations have been physically verified by the management during the year. In our opinion, the procedures of physical verification of finished construction followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. Construction materials are directly debited to Construction Work-in-Progress as and when purchased.

3. (a) The Company has not granted/taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956.

(b) In view of our comment in Paragraph 3 (a) above, the Paragraphs 4 (iij)(b) to 4 (iii)(d) of the aforesaid order are not applicable to the Company.

(c) In view of our comment in Paragraph 3 (a) above.the Paragraphs 4 (iii)(f) and 4 (iii)(g) of the aforesaid order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of construction materials and fixed assets and for the sale of real estate properties and services. Further, during the course of our audit, we have neither come across nor have we been informed of any continuing failure to correct major weakness in internal control.

5. (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956, have been so entered.

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

6. During the course of our audit we have not come across any receipt of Public Deposit or any balance under this account.

7. The Company has internal audit system commensurate with the nature of business and activities of the Company.

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

9. (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) There are no dues outstanding of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess on account of any dispute.

10. The Company has no accumulated losses. The Company has not incurred any cash losses during the financial year covered by our report and the immediately preceding Financial Year.

II. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank.

12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause (xiii) of paragraph 4 of the aforesaid order are not applicable to the Company.

14. In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Paragraph 4 (xiv) of the aforesaid order are not applicable to the Company.

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

16. According to the information and explanations given to us, the term loans raised by the Company have been applied for the purpose for which they were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet and cash flow of the Company, we report that no fund raised on short term basis has been used for Long Term Investment.

18. The Company has not raised any money by issue of shares during the year. Therefore, the provisions of Paragraph 4 (xviii) of the aforesaid order are not applicable to the Company.

19. The Company has not issued any debentures. Accordingly, the provisions of Paragraph 4 (xix) of the aforesaid order are not applicable to the Company.

20. The Company has not raised any money by public issue during the year. Therefore, the provisions of Paragraph 4 (xx) of the aforesaid order are not applicable to the Company.

21. During the course of our examination of books of account carried out in accordance with generally accepted auditing practices, we have neither come across any instance of fraud on or by the Company nor have we been informed of such case by the Management.

For D. P. SEN & CO.

Chartered Accountants

D. Bhattacharyya

Place: Kolkata Partner

Date : May 31, 2010 Membership No. 012726