ఆడిటర్ నివేదిక Terraform Magnum Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of TERRAFORM MAGNUM LIMITED ("the
Company"), which comprise the Balance Sheet as at 31* March 2024, and the Statement of Profit and
Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of
Changes in Equity for the year then ended, and a summary of material 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 m conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,
2015, as amended, ("Ind AS") 3nd other accounting principles generally accepted in India, of the state of
affairs of the Company as at 31''* March 2024, and its profit, total comprehensive income, its cash flows
and the changes In equity for the year ended on that date.

Basis for Opinion

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

Emphasis of Matter

The Company has entered into a Deed of Assignment of Leasehold Rights and of Rights under agreement
for Sale dated 26th April 2019 for assignment ("the agreement") of its rights in the property situated at
Kandivali (East), receivable over an agreed period of time. The said property /rights in the property is
treated as stock-in-trade in books of accounts. As agreed between the parties, the Company has right to
terminate the agreement in the event there Is a default to pay the consideration. The original documents
relating to the title of the property. Power of attorney and other related documents are kept with escrow
agent till the full consideration is received by the Company. However, the Company has not received
payments as per schedule of payment agreed upon [n absence of which, the Company has recourse to
the rights in the property by getting back documents tying with escrow agent and terminate the
transaction. In view of these, there is significant uncertainties relating to completion of transaction under
the above agreement In view of the same the Company will recognize revenue under Ind AS 115 on
fulfilment of specific performance obligations.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that. In our professional judgment, were of most significance in our
audit of the standalone financial statements of the current period. We have determined that there arc
no key audit matters to communicate in our report

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 Information included in the 8oord’s Report including Annexures to Board''s Report, and
our auditor''s reports thereon These reports are expected to be made available to us after the date
of this auditor''s report.

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

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

• When we read the other information identified above, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to those charged with governance
as required under SA 720 ''The Auditor''s responsibilities Relating to Other Information,''

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors »s 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 induding other comprehensive income, cash flows and changes in equity
of the Company In accordance with the Ind AS and ocher accounting principles generally accepted in
India. This responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to the preparation and presentation of
the financial statement that give a true and fair view and are free from material misstatement, whether
due to fraud or error

In preparing the financial statements, management is responsible for assessing the Company''s ability to
continue as a going concern, disclosing, os 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

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor''s Responsibility 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 o material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if_r individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.

As part of an audit in accordance with SAs. wc 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 fur one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.

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

• Evaluate the appropriateness of accounting polities used and the reasonableness of accounting
estimates and related disclosures made by the 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 arc 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. ¹

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

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify dur ing 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, v/e 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 shouki 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 Section 143(3) of the Act. based on our audit, we report that:

3) V/e have sought and obtained all the information 3nd 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 Cash Flows and Statement of Changes in Equity dealt with by this Report are »n
agreement with the books of account

d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section
133 of the Act.

e) On the basis of the written representations received from the directors as on 31⁵¹ March, 2024
taken on record by the Board of Directors, none of the directors is disqualified as on 31¹ March,
2024 from being appointed as a director in terms of Section 164(2) of the Act.

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

g) With respect to the other matters to he included in the Auditor''s Report in accordance with the
requirements of section 197{16) of the Act, as amended, 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 accordance with the provisions of section 197 of
the Act.

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, as amended in our opinion and to the
best of our information and according to the explanations given to us:

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

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company.

iv.

(aI The Management has represented that, to the best of it''s 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 It''s knowledge and belief, no
funds have been received by the Company from any person(s) or ennty(ies), including
foreign entities (''Funding Parties"), with the understanding, whether recorded in
writing or otherwise, 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 ("Ulnmate Beneficiaries'') or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaocs.

(c) Based on the audit procedures that has been considered reasonable and appropriate
in the circumstances, 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
(a) and (b) above, contain any material misstatement

V No intcnm/final dividend declared and paid during the year by the Company is in
compliance with Section 123 of the Act.

vi. Based on our examination which included test checks, the Company has used accounting
software for maintaining its books of account which has the feature of recording audit trail
(edit log) facility and the same has operated throughout the year for all relevant
transactions recorded In the software, further, during the course of our audit we did not
come across any instance of audit trail feature being tampered with in respect of the
accounting software. Further, the Company uses another software for preparing the
financial statements which does not have the audit trial (edit log) facility.

2. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central
Government in terms of Section 143(11) of the Act, we give In "Annexure 8" a statement on the
matters specified in paragraphs 3 and 4 of the Order.

For DMKH & Co Chartered Accountants

Firm Registration No.: 116886W

M U KES H ^Dl*^Wy ****

iv i u o n . mukesh ladoha

LADDHA Z^^20240530

^LnL''^Unry 13:07.1? •OS’JO*

Mukesh Laddha

Partner

Membership No.: 401845

UDIN No.: 24401845BKAUQO4424

Place: Ahmedabad

Oatc: May 30, 2024

1

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.

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13lh September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d) in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of Section 274 (1)(g) of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF TERRAFORM MAGNUM LIMITED

(i) The company has no fixed assets during the year.

(ii) a) It is informed that the physical verification of inventory has been conducted at reasonable intervals by the management.

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

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

(iii) a) During the year the Company has not granted loans to parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly Clause No, 4 (iii) b, 4(iii) c, and 4 (iii) d, are not applicable.

e) The Company has taken loans from one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.23,35,766/- and the year end balance was Rs.23,35,766/-

f) As the loans are interest free there is no stipulation regarding rate of interest and other terms and conditions for loans taken by the Company.

g) There is no stipulation regarding payment of principal amount and interest.

(iv) In our opinion and according to the information and explanations given to us there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control,

(v) As per information and explanations given to us, there are no transactions that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956.

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

(vii) The Company has no formal internal audit department as such but its control procedures ensure reasonable internal checking of its financial and other records.

(viii) As informed to us the company has not commenced construction business and is presently engaged in investment activities. Accordingly as informed by the company, the notification on Maintenance of Cost Accounting records is not applicable to the company.

(ix) a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including income tax and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax was in arrear, as at 31E| March, 2014 for a period of more than six months from the date they became payable.

(x) The Company has no accumulated losses as at 31st March 2014 and it has not incurred any cash losses in the financial year ended on that date. However there was cash loss in the immediately preceding financial year.

(xi) The Company has not taken loans from Financial Institutions and Banks. The Company has not issued any debentures.

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

(xiii) The Company is not a chit fund, nidhi, mutual benefit or a society.

(xiv) In our opinion and according to the information and explanations given to us, the company is not dealing or trading in shares and securities. The company is investing surplus funds in shares and securities on short term or long term basis, for which proper records have been maintained by the company except in respect of certain scripts, which were purchased in past. Please refer to note no. 2 (d) of Notes to the Account.

(xv) On the basis of information and explanation given to us the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) According to information and explanation given to us the Company has not obtained term loan during the year.

[xvii) The Company has not raised long term or short term funds during the year.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has no debentures.

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

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

FOR J.D. ZATAKIA & COMPANY CHARTERED ACCOUNTANTS FIRWIREGN.NO. 111777W

Place : Mumbai. Date : 28 May 2014 J- D. ZATAKIA - PROPRIETOR MEMBERSHIP NO. 17669

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Mar 31, 2012

1. We have audited the attached Balance Sheet of TERRAFORM MAGNUM LIMITED (Formerly known as EVEREST BUILDCON LIMITED) as at 31st March 2012. the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our Audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of The 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 applicable.

4. Further to our comments in the Annexure referred to above, we report that;

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

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

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

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

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

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

ii. in the case of the Statement of Profit and Loss, of the Profit of the Company for the year ended on that date and

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

ANNEXURE TO THE AUDITOR'S REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF TERRAFORM MAGNUM LIMITED (Formerly known as EVEREST BUILDCON LIMITED).

(i) The company has no fixed assets during the year

(ii) a) It is informed that the physical verification of inventory has been conducted at reasonable intervals by the management.

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

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

(iii) a) During the year the Company has not granted loans to parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly Clause No. 4 (iii) b, 4(iii) c, and 4 (iii)d are not applicable.

e) The Company has taken loans from one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 38,70,766/- and the yearend balance was Rs. 23,10,766/-

f) As the loans are interest free there is no stipulation regarding rate of interest and other terms and conditions for loans taken by the Company.

g) There is no stipulation regarding payment of principal amount and interest.

(iv) In our opinion and according to the information and explanations given to us there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control.

(v) As per information and explanations given to us, there are no transactions that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956.

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

(vii) The Company has no formal internal audit department as such but its control procedures ensure reasonable internal checking of its financial and other records.

(viii) As informed to us the company has not commenced construction business and is presently engaged in investment activities. Accordingly in our opinion the notification on Maintenance of Cost Accounting records is not applicable to the company.

(ix) a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including income tax and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax was in arrear, as at 31st March, 2012 for a period of more than six months from the date they became payable.

(x) The Company has no accumulated losses as at 31st March, 2012 and it has not incurred any cash losses in the financial year ended on that date. However there was cash loss in the immediately preceding financial year.

(xi) The Company has not taken loans from Financial Institutions and Banks. The Company has not issued any debentures.

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares. debentures and other securities.

(xiii) The Company is not a chit fund, nidhi, mutual benefit or a society.

(xiv) In our opinion and according to the information and explanations given to us. the company is not dealing or trading in shares and securities. The company is investing surplus funds in shares and securities on short term or long term basis, for which proper records have been maintained by the company except in respect of certain scripts, which were purchased in past. Please refer to note no. 2 (d) of Notes to the Account.

(xv) On the basis of information and explanation given to us the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) According to information and explanation given to us the Company has not obtained term loan during the year.

(xvii) The Company has not raised long term or short term funds during the year.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has no debentures.

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

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



FOR J. D. ZATAKIA & COMPANY CHARTERED ACCOUNTANTS FIRM REGN. NO. 111777W

J. D. ZATAKIA - PROPRIETOR MEMBERSHIP NO. 17669

Place : Mumbai Date : 14 AUG, 2012

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Mar 31, 2009

1. We have audited the attached Balance Sheet of EVEREST BUILDCON LIMITED, as at 31st March, 2009 and also the Profit and Loss Account for the year ended on that date annexed thereto and also the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our Audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of The 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 applicable.

4. Further to our comments in the Annexure referred to above, we report that;

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

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

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

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

e) On the basis of written representations received from Directors as on 31st March, 2009 and taken on record by the Board Of Directors, we report that none of the Directors is disqualified as on 31s( March, 2009 from being appointed as a director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with notes there on give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

i. in the case of the Balance Sheet, of the state of the affairs of the Company as at 31st March, 2009,

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

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

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF EVEREST BUILDCON LIMITED.

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

b) As explained to us, physical verification of the fixed assets was conducted by the management annually, which, in our opinion, is reasonable, looking to the size of the company and the nature of its business. According to the information and explanation given to us no material discrepancies were notice on such verification.

c) During the year company has written off all the assets as discarded.

(ii) The company has no Inventory.

(iii) a) During the year the Company has not granted loans to parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly Clause No. 4 (iii) b, 4(iii) c, and 4 (iii) d, are not applicable.

e) The Company has taken loans from three parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 38.99 lacs and the year end balance was Rs. 34.54 lacs.

f) As the loans are interest free there is no stipulation regarding rate of interest and other terms and conditions for loans taken by the Company.

g) There is no stipulation regarding payment of principal amount and interest.

(iv) In our opinion and according to the information and explanations given to us there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to service activities. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control.

(v) In our opinion, and according to the information and explanations given to us, there are no transactions that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956.

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

(vii) The paid up capital of the Company is less than Rs. 50 Lacs and also the turn-over during the current year and preceding 3 financial years are less than Rs. 5 Crores. Accordingly this clause of internal audit not applicable to the Company.

(viii) Maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub- section (1) of section 209 of the Companies Act, 1956.

(ix) a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including income tax and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax was in arrear, as at 31st March, 2009 for a period of more than six months from the date they became payable.

(x) The accumulated losses of the Company are not more than 50 percent of its net worth. The Company has not incurred any cash loss during the year covered by our audit and the immediately preceding financial year.

(xi) The Company has not taken loans from Financial Institutions and Banks. The Company has not issued any debentures.

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

(xiii) The Company is not a chit fund, nidhi, mutual benefit or a society.

(xiv) As informed to us during the year the company has not dealt in shares and securities. Some of scripts were not in name of Company. Refer to Note No. 10 to Notes to the Account.

(xv) On the basis of information and explanation given to us the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) According to information and explanation given to us the Company has not obtained term loan during the year.

(xvii) The Company has not raised long term or short term funds during the year.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

(xix) The Company has no debentures.

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

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year. FOR J.D. ZATAKIA & COMPANY CHARTERED ACCOUNTANTS

Place : Mumbai.

DATE: 12 AUG Z009 (J.D. ZATAKIA - PROPRIETOR)

MEMBERSHIP NO. 17669