Generic Engineering Construction and Projects Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

We have audited the accompanying Standalone financial statements of Generic Engineering Construction and
Projects Limited (“the Company”), which comprise the statement of Assets and Liabilities as at March 31,2025, and
the Standalone Statement of Profit and Loss (including Other Comprehensive Income), Statement of changes in
Equity and Cash Flows statement for the financial year the ended at March 31,2025 and notes to the Standalone
financial statements, including a summary of significant accounting policies and other explanatory information
(hereinafter referred to as ‘financial statement’).

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 (‘Act’) in the manner
so required and give a true and fair view in conformity with the accounting principles generally accepted in India
including Indian Accounting Standards (‘Ind AS’) specified under section 133 of the Act, of the state of affairs of the
Company as at March 31,2025, its profit, changes in equity and cash flows for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with the standards on auditing 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 financial statements section of our report.

We are independent of the Company in accordance with the code of ethics issued by the Institute of Chartered
Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Act and the rules 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

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, we do not provide a separate opinion on these matters.

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

Key audit matter

How our audit addressed the key audit matter

Revenue Recognition There are significant accounting judgements in estimating revenue to be recognised on contracts with customers, including estimation of costs to complete. The Group recognises revenue on the basis of stage of completion in proportion of the contract costs incurred at balance sheet date, relative to the total estimated costs of the contract at completion. The recognition of revenue is therefore dependent on estimates in relation to total estimated costs of each such contract.

In view of the significance of the matter we applied the following audit procedures in this area, to obtain sufficient appropriate audit evidence: 1. Evaluated the appropriateness of the Companies Revenue Recognition Policies. 2. Assessed the design and implementation of key controls over the recognition of contract revenue and margins and tested the operating effectiveness of these controls. 3. For a sample of contracts, tested the appropriateness of amount recognized by - a. Reviewing the contract terms & conditions. b. Identifying & evaluating distinct performance obligations

Key audit matter

How our audit addressed the key audit matter

c. Evaluated the appropriateness of management’s assessment relating to the satisfaction of performance obligations over time, and the resultant recognition of revenue. d. Reviewed legal and contractual certificates obtained from clients and/or consultants appointed by the clients 4. Assessed the adequacy and appropriateness of disclosures made by the management to ensure compliance with the applicable accounting standards.

Information other than the Financial Statements and Auditors’ Report thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the
information included in the Annual report but does not include the Financial Statements and our auditors’ report
thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether such other information is materially inconsistent with the 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 and shall comply with the relevant applicable
requirements of the Standard on Auditing for the Auditor’s Responsibility in relation to Other Information in
documents containing the audited standalone financial statements.

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

These financial statements are the responsibility of the Company’s management. 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 the financial statements that give a true and fair view of the financial position & financial
performance of the Company In accordance with the accounting principles generally accepted in India, including
Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended.

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

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

The board of directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s responsibilities for the Audit of the financial statements

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

Responsibilities for Audit of Financial Statements

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

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

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

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

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

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

• Materiality is the magnitude of misstatements in the financial statements that, individually or in the 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 in evaluating the results of our work, and (ii) evaluating 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 financial controls
that we identify during our audit.

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure” A, a
statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. Further to our comments in Annexure A, 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 purposes of our audit;

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

(c) The Balance Sheet, the Statement of Profit and Loss including the statement of other comprehensive income,
the 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 financial statements comply with the Indian Accounting Standards specified under
section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended.

(e) On the basis of the written representations received from the directors as on March 31,2025 taken on record
by the board of directors, none of the directors is disqualified as on March 31,2025 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”.
Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s
internal financial controls with reference to financial statements

(g) In our opinion and to the best of our information and according to the explanations given to us, the
remuneration paid by the Company to its directors during the year is in excess of limits specified under section
197 read with Schedule V to the Act. A special resolution to approve the excess remuneration would be placed
at the annual general meeting of the company.

(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 Note 34 to the standalone 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. The Management has represented that, to the best of its knowledge and belief, no funds have

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

b. The Management has represented, that, to the best of its knowledge and belief, no funds
have been received by the Company from any person(s) or entity(ies), including foreign
entities (Funding Parties), with the understanding, whether recorded in writing or otherwise,
as on the date of this audit report, that the Company shall, 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 audit procedures that we considered reasonable and appropriate in the
circumstances, nothing has come to the notice that has caused them to believe that the
representations under sub-clause (a) and (b) contain any material misstatement.

v) The company has not declared any dividend in the General Meeting conducted during the year.

vi) As per the Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of

account using accounting software which has a feature of recording audit trail (edit log) facility is
applicable to the Company with effect from April 1, 2023, and Further, to the extent the audit trail
was enabled, we did not, in the course of our audit ,come across any instance of the audit trail
feature being tampered with and the audit trail has been preserved by the Company as per the
statutory requirements for record retention.

For Bilimoria Mehta & Co.

Chartered Accountants
Firm Reg. No. 101490W

Prakash Mehta
Partner

Membership no. 030382
UDIN: 25030382BMIIJH7144
Place of Signature: Mumbai
Date: May 29th, 2025.

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Mar 31, 2024

We have audited the accompanying Standalone financial statements of Generic Engineering Construction and Projects Limited (“the Company”), which comprise the statement of Assets and Liabilities as at March 31, 2024, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), Statement of changes in Equity and Cash Flows statement for the year the ended, and notes to the Standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ''financial statement'').

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 (''Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act, of the state of affairs of the Company as at March 31,2024, its profit, changes in equity and cash flows for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with the standards on auditing 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 financial statements section of our report. We are independent of the Company in accordance with the code of ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules 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

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

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

Key audit matter

How our audit addressed the key audit matter

Revenue Recognition

Our audit procedures on adoption of Ind AS 115, Revenue from Contracts with Customers (‘Ind AS 115’), include: • Evaluated the appropriateness of the Company’s revenuerecognition policies; • Assessed the design and implementation of key controls over the recognition of contract revenue and margins, and tested the operating effectiveness of these controls; • For a sample of contracts, tested the appropriateness of amount recognized by: o reviewing the contract terms and conditions o evaluating the identification of performance obligation o evaluating the appropriateness of management’s assessment that performance obligation was satisfied over time and consequent recognition of revenue o reviewed legal and contracting certificate received from client/consultants appointed by clients • Assessed that the disclosures made by the management are in accordance with the applicable accounting standard

Information other than the Financial Statements and Auditors'' Report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the Financial Statements and our auditors'' report thereon.Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, 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 accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The accompanying financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance 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 Ind AS specified under section 133 of the Act.

The board of directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s responsibilities for the Audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonablybe 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 skepticism throughout the audit. We also:

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

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

The Company has provided (and)/paid managerial remuneration which is in accordancewith the requisite approval mandated by the provisions of Section 197 of the Act read with Schedule V to the Act.

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government of India in

terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure” A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

(c) The Standalone Statement of Assets and Liabilities, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Cash Flow statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid 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 March 31,2024 taken on record by the board of directors, none of the directors is disqualified as on March 31,2024 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) 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”.

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

i) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 34 to the standalone 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) The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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.

v) The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, 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.

vi) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (1) and (2) above, contain any material misstatement.

vii) The company has not complied with the the provision of sec 123 of the Companies Act, 2013.

viii) As per the Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1,2023, but the audit trail has not been preserved by the company as per the statutory requirements for record retention.

For Bilimoria Mehta & Co. Chartered Accountants Firm Reg. No. 101490W

Prakash Mehta Partner

Membership no. 030382

UDIN: 24030382BKFJCM9187

Place of Signature: Mumbai Date: 30-05-2024

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Mar 31, 2023

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of GENERIC ENGINEERING CONSTRUCTION AND PROJECTS LIMITED

(“the Company”), which comprise the Balance Sheet as at March 31, 2023, and 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.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial
statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true
and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies
(Indian Accounting Standards) Rules, 2015 (“Ind AS”) and other accounting principles generally accepted in India, of the state
of affairs of the Company as at March 31,2023, and loss, other comprehensive income, changes in equity and its cash flows
for the year ended on that date.

Basis for Opinion

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

Key Audit Matters

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

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

Key audit matter

How our audit addressed the key audit matter

Revenue Recognition The company recognizes revenue based on the stage of completion which is determined on the basis of proportion of value of goods or services transferred with reference to the certificates given by the Clients / Consultants appointed by Clients as well as on the billing schedule agreed with them for the value of work done during the year.

Our audit procedures on adoption of Ind AS 115, Revenue from Contracts with Customers (‘Ind AS 115’), include: • Evaluated the appropriateness of the Company’s revenue recognition policies; • Assessed the design and implementation of key controls over the recognition of contract revenue and margins, and tested the operating effectiveness of these controls; • For a sample of contracts, tested the appropriateness of amount recognized by: > reviewing the contract terms and conditions > evaluating the identification of performance obligation > evaluating the appropriateness of management’s assessment that performance obligation was satisfied over time and consequent recognition of revenue > reviewed legal and contracting certificate received from client/consultants appointed by clients • Assessed that the disclosures made by the management are in accordance with the applicable accounting standard

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

The Company’s Board of Directors is responsible for the other information. The other information comprises the Director’s
report but does not include the financial statements and our auditor’s report thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained
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 Board of Directors for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these financial statements that give a true and fair view of the financial position, financial performance,
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 accounting policies;
making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and
are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, 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.

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

Auditor’s Responsibilities for the Audit of the Financial Statements

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

We give in “Annexure A” a detailed description of Auditor’s responsibilities for Audit of the Financial Statements.

Report on Other Legal and Regulatory Requirements

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

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

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

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

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of
Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of

account.

(d) In our opinion, the aforesaid 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 March 31, 2023 taken on record by the
Board of Directors, none of the directors are disqualified as on March 31, 2023 from being appointed as a director
in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company
and the operating effectiveness of such controls, refer to our separate Report in “Annexure C”.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial
statements - Refer Note 38 to the standalone 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. (1) The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or

loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the
Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, 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.

(2) The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the
Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding,
whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, 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.

(3) Based on the audit procedures performed that have been considered reasonable and appropriate in the
circumstances, and according to the information and explanations provided to us by the Management in this regard
nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii)
of Rule 11(e) as provided under (1) and (2) above, contain any material mis-statement.

v. The Company has not declared nor paid any dividend during the year in contravention of the provision of section 123 of
the companies Act,2013.

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

For Bilimoria Mehta & Co.

Chartered Accountants
Firm Reg. No. 101490W

Prakash Mehta

Partner
Membership no.
UDIN: 23030382BGSHYH3128

Place of Signature: Mumbai
Date: 11-07-2023

---

Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying financial statements of GENERIC ENGINEERING CONSTRUCTION AND PROJECTS LIMITED {formerly known as WELPLACE PORTFOLIO AND FINANCIAL CONSULTANCY SERVICES LIMITED}, which comprise the Balance Sheet as at 31^st March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash flow statement, and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘financial statement’).

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 and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

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

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

We conducted our audit of the Ind AS financial statement 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 Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of 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 Ind AS financial statements.

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

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the 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, the Cash flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

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

(e) on the basis of the written representations received from the Directors as on 31^st March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st 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 over financial reporting 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:

(i) the Company does not have any pending litigations which would impact its financial position.

(ii) the Company did not have any long term contracts including long term contracts for which they were any material foreseeable losses.

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

The Annexure referred to in Independent Auditors’ Report to the members of GENERIC ENGINEERING CONSTRUCTION AND PROJECTS LIMITED {formerly known as WELPLACE PORTFOLIO AND FINANCIAL CONSULTANCY SERVICES LIMITED}, (“the Company”) on the financial statements for the year ended 31^st 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) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company does not hold any immovable property. Accordingly, clause 1 (c) of the order in not applicable.

(ii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the inventories have been physically verified during the year by the management at reasonable intervals and as explained to us no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Act, 2013.

(iv) According to the information and explanations given to us, the Company has not made any loans which require compliance with the provisions of section 185. However, the Company has complied with the provisions of s.186 of the Act, with respect to loans and investments made.

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

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

(vii) (a) According to the information and explanation given to us, wealth tax, duty of customs, duty of excise, are not applicable to the company. The Company is regular in depositing undisputed statutory dues including Provident Fund, Employee State Insurance, Sale tax, income tax, value added tax, Goods and Service Tax, employees state insurance Profession tax and other statutory dues with the appropriate authorities during the year.

According to the information and explanation given to us, no undisputed amounts payable were in arrears, as at 31^st March, 2018 for the period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there were no dues of income tax or sales-tax or duty of customs or duty of excise or value added tax which have not been deposited with the appropriate authorities on account of any dispute.

(viii) According to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or banks as at the Balance Sheet date. The company has not borrowed any loans from government and not issued any debentures.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

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

(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(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.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required under Indian accounting standard (Ind AS) 24, Related Party disclosures specified u/s 133 of the Act, read with Rule 7 of the Company (Accounts) Rules, 2014.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has made private placement of shares during the year and has complied with the requirement of s.42 of Companies Act, 2013. The amount raised have been utilized for the purposes for which it was intended to be raised.

(xvi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvii) 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 GENERIC ENGINEERING CONSTRUCTION AND PROJECTS LIMITED {formerly known as WELPLACE PORTFOLIO AND FINANCIAL CONSULTANCY SERVICES LIMITED}, (“the Company”) as of 31^st March 2018 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial

Reporting (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 SDA & Associates

Chartered Accountants

Firm Registration No. 120759W

SD/-

Shrawan Kumar Roy

Partner

Membership No. 113842

Place: - Mumbai

Dated: 19^th May, 2018

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Mar 31, 2016

TO

THE MEMBERS,

WELPLACE PORTFOLIO & FINANCIAL CONSULTANCY SERVICES LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of WELPLACE PORTFOLIO & FINANCIAL CONSULTANCY SERVICES LIMITED (the Company)’, which comprise the Balance Sheet as at March 31^st 2016, Statement of Profit and Loss of the Cash Flow Statement for the year 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 matt ejection 134(5) of the Companies Act, 203 (the Act) with respect to the prepare and presentations these financial statements that give a true and fair view of the financial position of 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 responsibilities includes maintenance of adequate counting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and gratuities selection and application of appropriate accounting policies; making judgment estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting r recovered event to the preparation an presentation of the financial statements that give a true and fair view and are free from mater: al misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based auditor

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

We conducted our audit accordance with the Standards on Auditing specified under section 143(D) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit obtain reasonable assurance about whether the financial statements and from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclose the financial statements. The precedes elected depend on the auditors judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In seeking the risk assessments, the auditor considers internal financial control relevant to the Company’s profit of the financial statements that give true final view in order to design the procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies use and the reasonableness of the accounting estimates made by Company’s Directors, as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide board of 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 aforesaid financial statements give the information required by the Act in the manner so required an aggregative fair view in conformity with the accounting principles really accepted in India, of the state of affairs of the Company as at 31 March 206 and its profit and its cash flows for the year ended on that date.

Report on Other Legal & Regulatory Requirements

1 As required by the Companies (Auditors Report) Orc2016 (the Order)’ issued by the Central

Government of India in terms of -section (I) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the 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 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 wither this Report are in agreement with the books of account;

d) in our opinion, the essential financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules , 2014;

e) on the basis of the written representations received from the directors as on 31 March 2016 taken record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from the 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 financing report 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 Auditors Report in accordance with Rule11 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:

Annexure - A to the Auditors’ Report

The Annexure referred to in Independent Auditors, Report to the members of the Company the financial statements for the year ended 31 March 2016, we report t hat:

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

(b) As explained to us, fixed assets has been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us, the company does hold any immovable property. Accordingly clause (c) of the order in not applicable.

(ii) (a) As explained to us, inventory has been physically verified during the year by the management reasonable intervals.

(b) In our opinion and on the basis of our examination of records, no discrepancies were notice physical verification of stock by the management at compare to the books records.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability participants other parties covered in the register maintained under Section 189 of the Act, 2013. Thus paragraph 3(iii) of the order is no applicable.

(iv) In our opinion and according to the information and explanations given to us, the Company has not made any loans and investments which require compliance of section 185 and 186 of the Act.

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

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any, (the services rendered by the Company.

(vii) (a) According to the information and explanation given to us provident fund, employees state insurance, sales: tax, wealth tax, service tax, duty of customs & duty of excise, value added tax cess are not applicable t (the company. The Company is regular in depositing undisputed statutory dues including income tax and other statutory dues with the appropriate authorities during the year except professional tax. There were no arrears as at 31st March, 2016 for a provided than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues of provident fund, employees state insurance, sales tax, wealth tax, service tax, income tax, duty of customs & duty excise, value added tax outstanding on account of any dispute.

(viii) The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of this is under applicable.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.

(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 course of our audit.

(xi) According to the information and explanations give to us and based on our nation of the records of the Company, the Company has not paid/provided for managerial remuneration. Hence requisite approvals mandated by the provisions of section 197 read with Schedule Y to the Act are not required .

(xi) 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.

(xii) According to the information and explanations given to us and based on our examination of the records of the Company, it does not have any transactions with the related parties which require compliance with section 77 and 188 of the Act. Thus paragraph 3(xiii) of the order not applicable.

(xiv) According to the information and explanations give to us and based on our opinion of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on examination of the records of the Company, the Company has not entered into internal transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45 -IA of the Reserve Bank of India Act 1934.

Annexure - B to the Auditors’ Report

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 WELPLACE PORTFOLIO & FINANCIAL CONSULTANCY SERVICES LIMITED (the Company)’ as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls on based the internal control over financial reporting criteria established by the Company considering in this components of internal control stated in Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). The essential presentation include the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the orderly and efficient conduct of its business, including other company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors statutory records and completeness of the accounting records, and the timely preparation of reliable financial information, are require under the Companies Act, 2013 .

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls and financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note)’ and the Standards on Auditing, bys ICAI and deemed to be prescribe 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 Financials Control both issued by the Institute of Chartered Accountants of India. ''The Boards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance and whether adequate internal financial controls over financial reporting was established and maintains which controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the financial controls system over financial reporting and their operating effectiveness. Our internal audit financial controls over financial reporting included obtaining an understanding of internal financial controls financial reporting, assessing the risk that a material weakness exists, and testing and evaluating and operating effectiveness of internal control based on the assessed risk. 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.

We believe 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 has been on assurance regarding the reliability of financial reporting and the preparation of financial Maintains internal 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 maintain records that, in reasonable detail, accurately and fairly reflect the transaction dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permeation of financial statements in accordance with generally accepted accounting principles, and that reports 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 conduct unauthorized acquisition, use, or disposition to the company''s assets that could have a material effect on the financial statement s.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting in the possibility of collusion or improper management override of controls, material misstatements entered or fraud may occur and not be detected. Also, projections of any evaluation of the internal facilities cover financial reporting textures 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 hw 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 statements at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Auditor Internal Financial Controls Over Financial Reporting issued by the Institute of Charted Accounts of India.

For Koshal & Associates

Chartered Accountants

Firms registration number: 121233W

SD/-

Koshal Maheshwari

Proprietor

M ember ship number: 043746

Place: Mumbai

Dated: 30.05.2016

---

Mar 31, 2015

1. We have audited the accompanying financial statements of WELPLACE PORTFOLIO & FINANCIAL CONSULTANCY SERVICES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2015, Statement of Profit and Loss, 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

2. The Company's Board of Directors is re sponsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act ") with respect to the preparation of these financial statements that give a true and fair view of t he financial position, financial performance and cash flows of the Company in accordance with the a ccounting 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 the maintenance of adequate accounting records in accordance with the pro vision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prude nt; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

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

5. 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 mate rial misstatement.

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

7. 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

8. In our opinion and to the best of our lnformation and according to the explanations given to us, the aforesaid financial statement s give the information require d 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 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.

Report on Other Legal & Regulatory Requirements

9. As required by the Companies (Auditor's Report ) Order 2015 (“the Order') issued by the Central Govt of India in terms of Sub-Section 11 of Section 143 of the Companies Act,2015, We give in the Annexure a statement on the matters specified in the paragraphs 3 & 4 of the Order, to the extent applicable.

10. 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, 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, Statement of Profit and Loss, 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 does not have any pending litigation which would impact in financial statement s.

II. The Company did not have any long term contacts including derivative contacts for which there were any material foreseeable losses .

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

ANNEXURE TO AUDITORS REPORT FOR THE YEAR ENDED ON 31.3.2015

(Referred to in paragraph 9 of our report of even date)

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

( b ) As explained to us, fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.

( ii ) ( a ) As explained to us, inventory has been physically verified during the year by the management at reasonable intervals.

( b ) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

( c ) In our opinion and on the basis of our examination of records, the company is generally maintaining proper records of its inventory. No discrepancies were notices on physical verification of stock by the management at compare to the books records.

( iii ) ( a ) According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act.

( b ) In view of our comments in (a) above no further comments are warranted on receipt of principal amount and rate on interest of such loans.

( c ) In view of our comments in (a) above no further comments are warranted on recovery of principal amounts and interest thereof.

( iv ) In our opinion, there is generally adequate internal control system commensurate with the size of the Company and nature of its business, for the purchase of inventory & fixed assets and for the sale of goods and services. There is no continuing failure to correct the major weaknesses in internal control system.

( v ) In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from public and therefore, directives issued by Reserve Bank of India , the provisions of Section 73 to 76 or any other relevant provision of the Companies Act, and Rules made thereunder are not applicable to the Company.

( vi) The Central Government has not prescribed the maintenance of cost records by the Company under Section 148 (1) of the Companies Act.

( vii ) ( a ) According to the information and explanation given to us, provident fund, employees state insurance, sales-tax, wealth tax, service tax, duty of customs & duty of excise, value added tax, cess are not applicable to the company. The Company is regular in depositing undisputed statutory dues including income tax and other statutory dues with the appropriate authorities during the year except professional tax. There were no arrears as at 31st March, 2015 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, employees state insurance, sales-tax, wealth tax, service tax, income tax, duty of customs & duty of excise, value added tax outstanding on account of any dispute.

(c) No amount are required to be transferred to investor education and protection fund in accordance with the relevance provisions of the Companies Act,1956 and rules made there under.

(viii ) According to the records of the Company and information and explanation given to us, the company is having accumulated losses at the end of the financial year. The company has not incurred any cash loss during the previous year and immediately preceding financial year.

( ix ) According to the records of the Company and information and explanation given to us, the company has not taken any loan from banks, financial institution nor has issued any debentures during the financial year.

( x ) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions

( xi) The company has not taken any term loan during the year.

( xii ) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For KOSHAL & ASSOCIATES. CHARTERED ACCOUNTANTS

SD/- KOSHAL MAHESHWARI (Proprietor) M. NO.: 043746 Date: 30.05.2015 FRN: 121233W Place: Mumbai

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Mar 31, 2014

We have audited the attached Balance Sheet of WELPLACE PORTFOLIO AND FINANCIAL CONSULTANCY SERVICES LIMITED as 31st March, 2014 the Profit and Loss Accounts and Cash Flow Statements of the Company 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 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 management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. We report that;

1. As required by Companies (Auditors' Report) Order, 2003 as amended by the Companies (Auditor's Report) (amendment) Order, 2004, issued by Central Government of India in terms of section 227 (4a) of Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent to which it is applicable to the Company.

2. Further to our comments in the annexure referred to in paragraph (3) above, we state 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 it appears from our examination of such books of accounts.

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

d. In our opinion, the Balance Sheet and Statement of Profit & Loss comply the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act,1956, as applicable

e. As per the information and explanation given to us, none of the Directors of the Company as on 31.03.2014 is disqualified from being appointed as a Director under clause (g) of sub -section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and according to the information & explanations made available to us, the said Balance Sheet and Profit & Loss Account subject to

Note no. 8 regarding valuation of shares and debentures held as investment and stock in trade

Note no. 9 regarding confirmation and reconciliation of balances

Of Schedule 13 read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view;

i. Insofar as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014 and

ii. Insofar as it relates to the Profit & Loss Account, of the PROFIT of the Company for the year ended on that date.

ANNEXURE TO INDEPENDENT AUDITORS REPORT

Referred in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

(i) (a) The Company has no fixed assets.

(b) In view of our comments in (a) above clause (b) is not applicable.

(c) In view of our comments in (a) above clause (c) is not applicable.

(ii) (a) The security held as stock in trade has been physically verified during the year by the Management.

(b) The procedures explained to us, which are followed by the management for physical verification of inventories, were found reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that the Company is maintaining proper records of its inventory and no discrepancies were noticed on physical verification of inventory as compared to book records.

(iii) (a) According to the information and explanation given to us, 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 Act.

(b) In view of our comments in (a) above, no further comments are warranted on rate on interest and the terms and conditions of such loans.

(c) In view of our comments in (a) above, no further comments are warranted on repayment of principal amounts and interest thereof.

(d) In view of our comments in (a) above, no further comments are warranted on overdue loans of more than Rs.1,00,000/-

(e) According to the information and explanation given to us, the Company has taken loan from one Company covered in the register maintained under Section 301 of the Act of Rs.25,00,000/-. The year end balance of loan taken from such party is Rs.25,00,000/-.

(f) In view of our comments in (e) above, no further comments are warranted on rate on interest and the terms and conditions of such loans.

(g) In view of our comments in (e) above, no further comments are warranted on repayment of principal amounts and interest thereof.

(iv) In our opinion , there is generally adequate internal control procedures commensurate with size of the Company and its nature of business for purchase of inventory and fixed assets and for the sale of goods and services. During the course of our Audit, no major weakness has been noticed in the internal controls.

(v) (a) According to the information and explanation given to us there are no particulars of contracts or arrangement referred to in section 301 of the Companies Act, 1956 that need to be entered into the register required to be maintained as provided under section.

(b) In the view of our comments in (a) above, no comments are warranted on reasonableness of prevailing market price.

(vi) In our opinion and according to information & explanations given to us, the Company has not accepted deposits from public during the year under review.

(vii) The Company does not have an internal audit system.

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

(ix) (a) According to information and explanations given to us, Provident Fund Act, Employees State Insurance Act, Sales Tax, Wealth Tax, Custom and Central Excise Act, are not applicable to the Company. The Company is regular in depositing statutory dues including Income Tax, Service Tax and other statutory dues with the appropriate authorities during the year. There was no arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, no dues of Provident Fund Act, Employees State Insurance Act, Sales Tax, Wealth Tax, Custom and Central Excise Act, Income Tax outstanding on account of any dispute.

(x) The accumulated losses at the end of the financial year are not more than fifty percent of its net worth and it has not incurred cash losses during the year.

(xi) According to the records of the Company and information and explanations given to us, The Company has not taken any loans from banks, financial institution and also has not issued any debentures during the financial year.

(xii) According to the information and explanations given to us, the Company has not given any loan or advances on the basis of securities by way of pledging of shares and other securities.

(xiii) The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company has maintained proper records of the investment in shares. The Shares have been held by the Company in its own name.

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

(xvi) According to the information and explanations given to us, the Company has not taken any term loan.

(xvii) According to the information and explanations given to us, no funds raised on short term basis have been used for long term purpose.

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

(xix) The Company has not issued any Debentures.

(xx) The Company has not raised any money by way of public issue.

(xxi) To the best of our knowledge and belief and according to the explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

For KOSHAL & ASSOCIATES CHARTERED ACCOUNTANTS FRN:121233W

SD/- KOSHAL MAHESHWARI (Proprietor) Date: 30.05.2014 M. NO.: 043746 Place: Mumbai

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Mar 31, 2013

1. We have audited the accompanying ?nancial statements of WELPLACE PORTFOLIO AND FINANCIAL CONSULTANCY SERVICES LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of signi?cant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITOR’S RESPONSIBILITY

3. Our responsibility is to express an opinion on these ?nancial 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 ?nancial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the ?nancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the ?nancial 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 th6 ?nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expression 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 ?nancial statements.

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

BASIS FOR QUALIFIED OPINION

6. Long term investments as stated at cost. Provision for diminution in the value of long term investment is made only if such a decline is other than temporary. In the absence of ?nancial statement of the companies as speci?ed in Note No.7, we are not able to determine whether any adjustments might be necessary in Non-current Investment and Reserve & Surplus.

7. Unquoted shares held as stock in trade are stated at cost instead of lower of cost and net realizable value. In the absence of ?nancial statement of the unquoted companies, we are not able to determine whether any adjustment might be necessary in current assets and reserve & surplus.

OPINION

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid ?nancial 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 31st March, 2013

b) in the case of the Pro?t and Loss Account, of the loss of the Company for the year ended on that date.

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

9. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of section 227(3) of the Act, we give in the Annexure a statement on the matters speci?ed in paragraphs 4 and 5 of the Order.

10. 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 it appears from our examination of those books.

c. The Balance Sheet and Statement of Pro?t and Loss and cash ?ow statement dealt with by this Report are in agreement with the books of account.

d. in our opinion, the Balance Sheet and Statement of Pro?t and Loss and cash ?ow statement comply with the Accounting Standards referred to in sub section (3C) of section 211of the Act.

e. On the basis of written representations received from the directors as on 31st March,2013, and taken on record by the Board of Directors, none of the directors is disquali?ed as on 31st March, 2013 from being appointed as a director in terms of section 274 (1)(g) of the Act.

ANNEXURE TO INDEPENDENT AUDITORS REPORT

Referred in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

(i) (a) The Company has no fixed assets.

(b) In view of our comments in (a) above clause (b) is not applicable.

(c) In view of our comments in (a) above clause (c) is not applicable.

(ii) (a) The security held as stock in trade has been physically verified during the year by the Management.

(b) The procedures explained to us, which are followed by the management for physical verification of inventories, were found reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that the Company is maintaining proper records of its inventory and no discrepancies were noticed on physical verification of inventory as compared to book records.

(iii) (a) According to the information and explanation given to us, 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 Act.

(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 loans during the year from companies, ?rms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. However the loan of Rs.25,38,786/- is payable to two companies as year end balance which was taken in earlier year.

(f) & (g) No terms and conditions as regards to repayment of loan and interest is stipulated.

(iv) In our opinion , there is generally adequate internal control procedures commensurate with size of the Company and its nature of business for purchase of inventory and fixed assets and for the sale of goods and services. During the course of our Audit, no major weakness has been noticed in the internal controls.

(v) (a) According to the information and explanation given to us there are no particulars of contracts or arrangement referred to in section 301 of the Companies Act, 1956 that need to be entered into the register required to be maintained as provided under section.

(b) In the view of our comments in (a) above, no comments are warranted on reasonableness of prevailing market price.

(vi) In our opinion and according to information & explanations given to us, the Company has not accepted deposits from public during the year under review.

(vii) The Company does not have an internal audit system.

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

(ix) (a) According to information and explanations given to us, Provident Fund Act, Employees State Insurance Act, Sales Tax, Wealth Tax, Custom and Central Excise Act, are not applicable to the Company. The Company is regular in depositing statutory dues including Income Tax, Service Tax and other statutory dues with the appropriate authorities during the year. There was no arrears as at 31st March, 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, no dues of Provident Fund Act, Employees State Insurance Act, Sales Tax, Wealth Tax, Custom and Central Excise Act, Income Tax outstanding on account of any dispute.

(x) The accumulated losses at the end of the financial year are not more than fifty percent of its net worth and it has not incurred cash losses during the year.

(xi) According to the records of the Company and information and explanations given to us, The Company has not taken any loans from banks, financial institution and also has not issued any debentures during the financial year.

(xii) According to the information and explanations given to us, the Company has not given any loan or advances on the basis of securities by way of pledging of shares and other securities.

(xiii) The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company has maintained proper records of the investment in shares. The Shares have been held by the Company in its own name.

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

(xvi) According to the information and explanations given to us, the Company has not taken any term loan.

(xvii) According to the information and explanations given to us, no funds raised on short term basis have been used for long term purpose.

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

(xix) The Company has not issued any Debentures.

(xx) The Company has not raised any money by way of public issue.

(xxi) To the best of our knowledge and belief and according to the explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

For KOSHAL & ASSOCIATES CHARTERED ACCOUNTANTS FRN:121233W

SD/- KOSHAL MAHESHWARI (Proprietor) Date: 30.05.2012 M. NO.: 043746 Place: Mumbai

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Mar 31, 2012

We have audited the attached Balance Sheet of WELPLACE PORTFOLIO AND FINANCIAL CONSULTANCY SERVICES LIMITED as 31st March, 2012 the Profit and Loss Accounts and Cash Flow Statements of the Company 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 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 management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. We report that;

1. As required by Companies (Auditors' Report) Order, 2003 as amended by the Companies (Auditor's Report) (amendment) Order, 2004, issued by Central Government of India in terms of section 227 (4a) of Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent to which it is applicable to the Company.

2. Further to our comments in the annexure referred to in paragraph (3) above, we state 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 it appears from our examination of such books of accounts.

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

d. In our opinion, the Balance Sheet and Statement of Profit & Loss comply the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act,1956, as applicable

e. As per the information and explanation given to us, none of the Directors of the Company as on 31.03.2014 is disqualified from being appointed as a Director under clause (g) of sub -section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and according to the information & explanations made available to us, the said Balance Sheet and Profit & Loss Account subject to

Note no. 8 regarding valuation of shares and debentures held as investment and stock in trade

Note no. 9 regarding confirmation and reconciliation of balances

Of Schedule 13 read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view;

i. Insofar as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012 and

ii. Insofar as it relates to the Profit & Loss Account, of the PROFIT of the Company for the year ended on that date.

ANNEXURE TO INDEPENDENT AUDITORS REPORT

Referred in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

(i) (a) The Company has no fixed assets.

(b) In view of our comments in (a) above clause (b) is not applicable.

(c) In view of our comments in (a) above clause (c) is not applicable.

(ii) (a) The security held as stock in trade has been physically verified during the year by the Management.

(b) The procedures explained to us, which are followed by the management for physical verification of inventories, were found reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that the Company is maintaining proper records of its inventory and no discrepancies were noticed on physical verification of inventory as compared to book records.

(iii) (a) According to the information and explanation given to us, 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 Act.

(b) In view of our comments in (a) above, no further comments are warranted on rate on interest and the terms and conditions of such loans.

(c) In view of our comments in (a) above, no further comments are warranted on repayment of principal amounts and interest thereof.

(d) In view of our comments in (a) above, no further comments are warranted on overdue loans of more than Rs.1,00,000/-

(e) According to the information and explanation given to us, the Company has taken loan from one Company covered in the register maintained under Section 301 of the Act of Rs.25,00,000/-. The year end balance of loan taken from such party is Rs.25,00,000/-.

(f) In view of our comments in (e) above, no further comments are warranted on rate on interest and the terms and conditions of such loans.

(g) In view of our comments in (e) above, no further comments are warranted on repayment of principal amounts and interest thereof.

(iv) In our opinion , there is generally adequate internal control procedures commensurate with size of the Company and its nature of business for purchase of inventory and fixed assets and for the sale of goods and services. During the course of our Audit, no major weakness has been noticed in the internal controls.

(v) (a) According to the information and explanation given to us there are no particulars of contracts or arrangement referred to in section 301 of the Companies Act, 1956 that need to be entered into the register required to be maintained as provided under section.

(b) In the view of our comments in (a) above, no comments are warranted on reasonableness of prevailing market price.

(vi) In our opinion and according to information & explanations given to us, the Company has not accepted deposits from public during the year under review.

(vii) The Company does not have an internal audit system.

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

(ix) (a) According to information and explanations given to us, Provident Fund Act, Employees State Insurance Act, Sales Tax, Wealth Tax, Custom and Central Excise Act, are not applicable to the Company. The Company is regular in depositing statutory dues including Income Tax, Service Tax and other statutory dues with the appropriate authorities during the year. There was no arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, no dues of Provident Fund Act, Employees State Insurance Act, Sales Tax, Wealth Tax, Custom and Central Excise Act, Income Tax outstanding on account of any dispute.

(x) The accumulated losses at the end of the financial year are not more than fifty percent of its net worth and it has not incurred cash losses during the year.

(xi) According to the records of the Company and information and explanations given to us, The Company has not taken any loans from banks, financial institution and also has not issued any debentures during the financial year.

(xii) According to the information and explanations given to us, the Company has not given any loan or advances on the basis of securities by way of pledging of shares and other securities.

(xiii) The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company has maintained proper records of the investment in shares. The Shares have been held by the Company in its own name.

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

(xvi) According to the information and explanations given to us, the Company has not taken any term loan.

(xvii) According to the information and explanations given to us, no funds raised on short term basis have been used for long term purpose.

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

(xix) The Company has not issued any Debentures.

(xx) The Company has not raised any money by way of public issue.

(xxi) To the best of our knowledge and belief and according to the explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

For KOSHAL & ASSOCIATES CHARTERED ACCOUNTANTS

SD/- KOSHAL MAHESHWARI (Proprietor) Date: 2nd August, 2012 M. NO.: 043746 Place: Mumbai

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Mar 31, 2011

We have audited the attached Balance Sheet of WELPLACE PORTFOLIO AND FINANCIAL CONSULTANCY SERVICES LIMITED as 31st March, 2011 the Profit and Loss Accounts and Cash Flow Statements of the Company 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 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 management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. We report that;

1. As required by Companies (Auditors' Report) Order, 2003 as amended by the Companies (Auditor's Report) (amendment) Order, 2004, issued by Central Government of India in terms of section 227 (4a) of Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent to which it is applicable to the Company.

2. Further to our comments in the annexure referred to in paragraph (3) above, we state 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 it appears from our examination of such books of accounts.

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

d. In our opinion, the Balance Sheet and Statement of Profit & Loss comply the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act,1956, as applicable

e. As per the information and explanation given to us, none of the Directors of the Company as on 31.03.2014 is disqualified from being appointed as a Director under clause (g) of sub -section (1) of Section 274 of the Companies Act, 1956.

f. In our opinion and according to the information & explanations made available to us, the said Balance Sheet and Profit & Loss Account subject to

Note no. 8 regarding valuation of shares and debentures held as investment and stock in trade

Note no. 9 regarding confirmation and reconciliation of balances

Of Schedule 13 read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view;

i. Insofar as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012 and

ii. Insofar as it relates to the Profit & Loss Account, of the PROFIT of the Company for the year ended on that date.

ANNEXURE TO INDEPENDENT AUDITORS REPORT

Referred in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

(i) (a) The Company has no fixed assets.

(b) In view of our comments in (a) above clause (b) is not applicable.

(c) In view of our comments in (a) above clause (c) is not applicable.

(ii) (a) The security held as stock in trade has been physically verified during the year by the Management.

(b) The procedures explained to us, which are followed by the management for physical verification of inventories, were found reasonable and adequate in relation to the size of the Company and the nature of its business;

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that the Company is maintaining proper records of its inventory and no discrepancies were noticed on physical verification of inventory as compared to book records.

(iii) (a) According to the information and explanation given to us, 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 Act.

(b) In view of our comments in (a) above, no further comments are warranted on rate on interest and the terms and conditions of such loans.

(c) In view of our comments in (a) above, no further comments are warranted on repayment of principal amounts and interest thereof.

(d) In view of our comments in (a) above, no further comments are warranted on overdue loans of more than Rs.1,00,000/-

(e) According to the information and explanation given to us, the Company has taken loan from one Company covered in the register maintained under Section 301 of the Act of Rs.25,00,000/-. The year end balance of loan taken from such party is Rs.25,00,000/-.

(f) In view of our comments in (e) above, no further comments are warranted on rate on interest and the terms and conditions of such loans.

(g) In view of our comments in (e) above, no further comments are warranted on repayment of principal amounts and interest thereof.

(iv) In our opinion , there is generally adequate internal control procedures commensurate with size of the Company and its nature of business for purchase of inventory and fixed assets and for the sale of goods and services. During the course of our Audit, no major weakness has been noticed in the internal controls.

(v) (a) According to the information and explanation given to us there are no particulars of contracts or arrangement referred to in section 301 of the Companies Act, 1956 that need to be entered into the register required to be maintained as provided under section.

(b) In the view of our comments in (a) above, no comments are warranted on reasonableness of prevailing market price.

(vi) In our opinion and according to information & explanations given to us, the Company has not accepted deposits from public during the year under review.

(vii) The Company does not have an internal audit system.

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

(ix) (a) According to information and explanations given to us, Provident Fund Act, Employees State Insurance Act, Sales Tax, Wealth Tax, Custom and Central Excise Act, are not applicable to the Company. The Company is regular in depositing statutory dues including Income Tax, Service Tax and other statutory dues with the appropriate authorities during the year. There was no arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, no dues of Provident Fund Act, Employees State Insurance Act, Sales Tax, Wealth Tax, Custom and Central Excise Act, Income Tax outstanding on account of any dispute.

(x) The accumulated losses at the end of the financial year are not more than fifty percent of its net worth and it has not incurred cash losses during the year.

(xi) According to the records of the Company and information and explanations given to us, The Company has not taken any loans from banks, financial institution and also has not issued any debentures during the financial year.

(xii) According to the information and explanations given to us, the Company has not given any loan or advances on the basis of securities by way of pledging of shares and other securities.

(xiii) The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual benefit Fund / Societies are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company has maintained proper records of the investment in shares. The Shares have been held by the Company in its own name.

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

(xvi) According to the information and explanations given to us, the Company has not taken any term loan.

(xvii) According to the information and explanations given to us, no funds raised on short term basis have been used for long term purpose.

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

(xix) The Company has not issued any Debentures.

(xx) The Company has not raised any money by way of public issue.

(xxi) To the best of our knowledge and belief and according to the explanation given to us, no fraud on or by the Company has been noticed or reported during the year.

For KOSHAL & ASSOCIATES CHARTERED ACCOUNTANTS

SD/- KOSHAL MAHESHWARI (Proprietor) Date: 2nd August, 2012 M. NO.: 043746 Place: Mumbai