Auditor Report of GCCL Construction & Realities Ltd.

Mar 31, 2025

We have audited the accompanying financial statements of GCCL Construction and
Realities Limited (“the Company”), which comprise the Balance Sheet as at March 31,
2025, the Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement of Cash Flows for the year ended on
that date and notes to the financial statements including a summary of the material
accounting policies and other explanatory information (hereinafter referred to as “the
financial statements”).

In our opinion and to the best of our information and according to the explanations
given to us, 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 the Companies (Indian Accounting Standards) Rules, 2015, as amended,
(“Ind AS”) and other accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2025, the Profit and total comprehensive Profit,
changes in equity and its cash flows 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 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 independence requirements that are relevant to our audit
of the financial statements under the provisions of the Act and the Rules made
thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our audit opinion on
the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined that there are 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 Management Discussion and
Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility
Report, Corporate Governance and Shareholder’s Information, but does not include the
financial statements and our auditor’s report thereon.

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

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

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

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

The Company’s Board of Directors is responsible for the matters stated in section 134(5)
of the Act with respect to the preparation of these financial statements that give a
true and fair view of the financial position, financial performance, total comprehensive
income, changes in equity and cash flows of the Company in accordance with the Ind AS
and other accounting principles generally accepted in India. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding 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 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.

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

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

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order,2020 (“The Order”), issued by

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

Companies act, 2013, we give in the “Annexure 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, based on our audit 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.

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.

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

c) In our opinion, the aforesaid financial statements comply with the Ind AS
specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.

d) 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.

e) 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”.

f) With respect to the other matters to be 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 accordingly to the
explanations given to us, the company has not paid any remuneration to its
directors during the year is in accordance with the provisions of section 197 of
the Act.

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

a The Company has disclosed the impact of pending litigations on its
financial statements in note no. 22 of the financial statements.

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

c There have been no amounts required to be transferred, to the Investor
Education and Protection Fund by the Company;

d

i. 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, whether directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or
on behalf of the Company (“Ultimate Beneficiaries”) or provide any

guarantee, security or the like on behalf of the Ultimate

Beneficiaries

ii. 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,
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

iii. Based on the audit procedures conducted by us, nothing has come
to our notice that has caused us to believe that the representations
under sub-clause (i) and (ii) contain any material misstatements.

e The Company has not declared any dividend during the year.

f Based on our examination, which included test checks, the Company has
used accounting software for maintaining its books of account which have
a feature of recording audit trail (edit log) facility and the audit trail feature
has been operating throughout the year for all the relevant transactions
recorded in the software except that, audit trail feature was not enabled at
database level to log any direct data changes. Further, during the course of
our audit, we did not come across any instance of the audit trail feature
being tempered with in respect of such accounting software where such
feature is enabled.

Additionally, the audit trail has been preserved by the Company as per the
statutory requirements for record retention. Our examination of the audit
trail was in the context of an audit of financial statements carried out in
accordance with the Standard of Auditing and only to the extent required
by Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. We have
not carried out any audit or examination of the audit trail beyond the
matters required by the aforesaid Rule 11(g) nor have we carried out any
standalone audit or examination of the audit trail.

For Sorab S. Engineer & Co.

Chartered Accountants

Firm’s Registration No. 110417W

CA. Chokshi Shreyas B.

Partner

Membership No.100892
UDIN: 25100892BMIFVE5419

Ahmedabad

June 26, 2025

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Mar 31, 2024

We have audited the accompanying financial statements of GCCL Construction & Realities Limited
(“the Company”), which comprise the Balance Sheet as at 31^st March, 2024, and the Statement of
Profit and Loss, the Cash Flow Statement, Statement of Changes in Equity for the year ended on that
date 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, except
for the possible effects of the matter described in the Basis for Qualified Opinion section of our report,
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, of the state of affairs of the Company as at 31 March 2024,
and its profit and other comprehensive loss, changes in equity and its cash flows for the year ended on
that date.

Basis for Qualified Opinion:

a) Company has failed to follow Proper Indian Accounting Standard as per companies act, 2013,
During the Financial year and in previous year company having long term Borrowings with zero
rate interest. As per Ind AS 109, Company is failed to provide notional interest as per EIR
method.

b) Company has failed to justify bifurcation of prior period items since many years.

c) Company has investment in quoted equity shares which required subsequent recognized at fair
value as per Ind AS 109 and 113. Company is failed to comply such Indian Accounting
Standard.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described
in the Auditor’s Responsibilities for the Audit of the 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 together with the ethical requirements that are relevant to our audit of
the financial statements under the provisions of the Companies Act, 2013 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.

Emphasis of Matter paragraph

In accordance with Ind AS 109, the initial assessment of all financial assets involves their fair value,
with potential adjustments. For financial assets not initially categorized as fair value through profit or
loss (FVTPL), transaction costs are also taken into account. Regarding the subsequent evaluation of
equity instruments, the standard practice is to measure them using the Fair Value through Profit and
Loss (FVTPL) method, unless management chooses the irrevocable option of Fair Value through
Other Comprehensive Income (FVTOCI). However, it''s worth noting that management has opted to
follow the Acquisition Cost method for the subsequent assessment of all financial assets, deviating
from the typical FVTPL or FVTOCI approaches outlined in the Ind AS guidelines.

In line with Ind AS 109 guidelines, the initial assessment of Financial Liabilities that are not part of
regular trading and hedging operations is performed at their acquisition cost. As time goes on, these
liabilities are re-evaluated at amortized cost using the effective interest method. The accrued interest
is recognized as an expense in the profit and loss account. Nevertheless, when it comes to Non¬
current Financial Liabilities (referred to as Long Term borrowings), the management opts to measure
them at amortized cost, not applying the effective interest method and without incorporating interest
charges on the borrowings. These practices are deviating as per the Guidelines of Ind AS.

Other Information

The company’s Board of Directors is responsible for the other information. The other information
comprises the Annual 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 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.

Responsibility of Management for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these 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) 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 implementation and maintenance of accounting
policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the

preparation and presentation of the financial statement that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the 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 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 a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional 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 system in place and the operating
effectiveness of such controls

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

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

• 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.

The auditor communicates 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 the auditor identifies during the audit.

The auditor provides those charged with governance with a statement that the auditor has complied
with relevant ethical requirements regarding independence and communicate with them all
relationships and other matters that may reasonably be thought to bear on the auditor’s
independence, and where applicable, related safeguards.

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’ 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:

(1) 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;

(2) 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

(3) 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.

(4) In our opinion, the aforesaid financial statements comply with the applicable Indian
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.

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

(6) 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

(7) The provisions of section 197 read with schedule V of the Act are not applicable to the
Company for the year ended 31 March, 2024.

(8) Based on our examination, which included test checks, the Company has used an
accounting software(s) for maintaining its books of account for the financial year ended
March 31,2024 which has a feature of recording audit trail (edit log) facility and the same
has operated throughout the year for all relevant transactions recorded in the
software(s).

(9) Further, during the course of our audit we did not come across any instance of the audit
trail feature being tampered with. As proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11 (g) of the
Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the
statutory requirements for record retention is not applicable for the financial year ended
March 31,2024.

(10)With respect to the other matters to be included in the Auditor’s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the

best of our information and according to the explanations given to us:

a. The Company does not have any pending litigations which would impact its financial
position.

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

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

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

e. There is no transferring amount required to be transferred to Investor Education and
Protection Fund by the company. Hence, question of delay in transferring such
amount does not arise.

For, Hiren D Shah & Associates
Chartered Accountants
FRN: 135212W
Yash N Desai (Partner)

Place: Ahmedabad Membership No.: 179659

Date: 29/04/2024 UDIN:24179659BKGXAF4141

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Mar 31, 2013

Report on Financial Statements

We have audited the accompanying financial statements of GCCL Construction & Realities Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and 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:

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

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. 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 basis for our audit opinion.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Ad 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 31,2013;

b) in the case of the Profit and Loss Account of the profit/ loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements:

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

2. As required by sedion 227(3) of the Ad we report that:

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

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

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

d) in our opinion, the Balance Sheet Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of sedion 211 of the Companies Ad 1956;

e) on the basis of written representations received from the directors as on March 31.2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2013, from being appointed as a director in terms of clause

(g) of subsedion (1) of sedion 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Ad, 1956 nor has it issued any Rules under the said sedion, prescribing the manner in which such csss is to be paid, no cess is due and payable by the Company.

g) The company accounts for service tax payable as per Reverse Charge Mechanism. This is not in accordance with Service Tax payable under Reverse Charge Mechanism Rules as per Notification No. 30-2012 dated 20.06.2012 & Notification No. 45-2012 dated 07.u8.2Q12. As per the Information & Explanation given to us the effete of such treatment on the financial statements will be Rs. 60,070 payable as service tax as on 31" March,2013. However, the company has not register entity under the Service Tax as on 31 "March, 2013.

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

1) A. The Company does not have fixed assets. Hence the provisions of clause 4(i) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

2) A The management has conducted physical verification of inventories at regular intervals, which in our opinion and according to the explanations and information given to us appears reasonable.

B. In our opinion, 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. In our opinion, and according to the information and explanations given to us, the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section301 of the Companies Act, 1956.

In respect of loans secured or unsecured taken by the company from Companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956, according to the information & explanations given to us:

a) The Company has not taken loan forum any company during the year. At the year-end, the outstanding balance of loans taken aggregated Rs 2,040.20 lacs and the maximum amount involved during the year was Rs 2,144.20 lacs.

b) The rate of interest and other terms of conditions of such loans are, in our opinion, Prima fade not prejudicial to the interest of the Company

c) The Company is regular in repaying the principal amounts, wherever stipulated and has been regular in the payment of interest

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of fixed assets. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

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

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

B. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangement entered in the register maintained under section 301 of the Companies Act 1956 and exceeding the value of rupees five Lacs in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices at the relevant times

6) The Company has not accepted deposit from public during the year or in the previous years.

7) In our opinion, the company does not have a formal internal audit system.

8) The Company is not required to maintain cost records prescribed By the Central Government under clause (d) of sub-sedion (1)of Section 209 of the Companies Act, 1956.

9) A The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, wealth tax, cess

and other material statutory dues applicable to it. According to the information and explanations given to us, there is no undisputed amounts payable in respect of income tax, were in arrears, as at 31 st March, 2013 for period of more than six months from the date they became payable.

B According to the information and explanation given to us, the disputed statutory dues that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Statutory Nature of dues Forum where Period to which Amount Dispute is the amount Involved pending relates (Rs |akhs)

Income tax Act Income Tax Income Tax A.Y. 2004-05 1.54 1961. Officer

10) The Company did not have accumulated losses as attend of the financial year or in the previous year.

11) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

13) In our opinion, the company is not a chit fund or a Nidhi I mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

14) In our opinion, the Company has maintained proper records of the investment transactions and timely entries have been made therein. All the shares and securities have been held by the Company in its own name.

15) The Company has not given any guarantee for loans taken by others from banks or fin anal institutions.

16) The Company has not obtained term loans during the financial year or in the previous year.

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

18) The company has not made preferential allotment of share during the year.

19) The Company has not issued debentures to the public. Hence, the provisions of clause 4(xix) of Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

20) The company has not raised any money from public issued during the year. Hence, the provisions of clause 4(xx) of Companies (Auditor''s Report) Order, 2003 is not applicable to the Company.

21) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For, Dinesh R. Shah &. Nanavati

Chartered Accountants

FRN No.: 102611W

Place: Ahmedabad Dinesh R. Shah

Date: 28-05-2013 Partner

Membership No. 008228

---

Mar 31, 2012

We have audited the attached balance sheet of GCCL Construction & Realities Ltd. as at 31 st March, 2012 and the profit and loss account forthe year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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.

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

A. We have obtained all the information and explanation, 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 and profit and loss account dealt with by this report are in agreement with the books of account;

D. On the basis of written representations received from the 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, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

E. We invite your attention to Notes to Accounts. The company has not stated quantitative details of its inventories, auditors' remuneration and managerial remuneration as required by Part-ll of Schedule VI to the Companies Act, 1956. However, such non-presentation has no effect on the performance results for the year ended 31st March 2012 as stated in Profit and Loss Account for that year and on the financial position as stated in the Balance Sheet as at that date;

F. In our opinion and to the best of our information and according to the explanations given to us, subject to our observation in the immediately preceding clause I, the said accounts give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

1. In the case of the balance sheet, of the state of affairs of the company as at 31st March, 2012; And

2. In the case of profit and loss account, of the loss forthe year ended on that date Re : GCCL Construction & Realities Ltd.

Referred to in paragraph 3 of our report of even date

1) A. The Company does not have fixed assets. Hence the provisions of clause 4(i) of the Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

2) A. The management has conducted physical verification of inventories at regular intervals, which in our opinion and according to the explanations and information given to us appears reasonable.

B. In our opinion, 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. In our opinion, and according to the information and explanations given to us, the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3) A. In absence of Register u/s 301 being produced before us, we are unable to state whether the company has granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956

B. In absence of Register u/s 301 of the Companies Act, 1956 being produced before us, we are unable to state whether the rate of interest and other terms and conditions of unsecured loans taken are prima facie not prejudicial to the interests of the company.

C. The loan accounts have not been squared up during the year. .

4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of fixed assets. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5) A. In absence of register u/s 301 being produced before us, we are unable to comment whether the transactions that need to be entered into the register maintained under section 301 of the companies Act, 1956 have been so entered.

B. In absence of register u/s 301 being produce before us, we are unable to comment whether the transactions made in pursuance of contracts or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) The Company has not accepted deposit from public during the year or in the previous years.

7) In our opinion, the company does not have a formal internal audit system.

8) The Company is not required to maintain cost records prescribed by the Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956.

9) A The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, wealth tax, cess and other material statutory dues applicable to it. According to the information and explanations given to us, there is no undisputed amounts payable in respect of income tax, were in arrears, as at 31st March, 2012 fora period of more than six months from the date they became payable.

B According to the information and explanation given to us, the disputed statutory dues that have not been deposited on account of disputed matters pending before appropriate authorities are as under:

Statute Nature of dues Forum where Period to which the Amount involved Dispute is pending amount relates (Rs in lakhs)

Income tax Act 1961. Income Tax Income Tax Officer A.Y.2004-05 1.54



10) The Company did not have accumulated loses as at the end of the financial year or in the previous year.

11) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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

13) In our opinion, the company is not a chit fund or a Nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

14) In our opinion, the Company has maintained proper records of the investmenttransactions and timely entries have been made therein. All the shares and securities have been held by the Compan$Tin its own name.

15) The Company has not given any guarantee for loans taken by others from banks or financial institutions.

16) . The Company has not obtained term loans during the financial year or in the previous year.

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

18) The company has not made preferential allotment of share during the year.

19) The Company has not issued debentures to the public. Hence, the provisions of clause 4(xix) of Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

20) The Company has not raised any money from public issued during the year. Hence, the provisions of clause 4(xx) of Companies (Auditor's Report) Order, 2003 is not applicable to the Company.

21) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.



For, Dinesh R. Shah & Nanavati Chartered Accountants

Place: Ahmedabad Date : 28/07/2012 (Dinesh R. Shah) Partner Membership No. 8228

---

Mar 31, 2010

We have audited the attached balance sheet of GCCL Construction & Realities Ltd. as at 31st March, 2010 and the profit and loss account for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

A. We have obtained all the information and explanation, 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 and profit and loss account dealt with by this report are in agreement with the books of account;

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

E. We invite your attention to Notes to Accounts. The company has not stated quantitative details of its inventories, auditors remuneration and managerial remuneration as required by Part-II of Schedule VI to the Companies Act, 1956. However, such non-presentation has no effect on the performance results for the year ended 31st March 2010 as stated in Profit and Loss Account for that year and on the financial position as stated in the Balance Sheet as at that date;

F. In our opinion and to the best of our information and according to the explanations given to us, subject to our observation in the immediately preceding clause I, the said accounts give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

1. In the case of the balance sheet, of the state of affairs of the company as at 31st March, 2010;

And

2. In the case of profit and loss account, of the loss for the year ended on that date

Annexure to Auditors Report

Re:GCCL Construction & Realities Ltd.

Referred to in paragraph 3 of our report of even date

I. A. The Company does not have fixed assets. Hence the provisions of clause 4(i) of the Companies (Auditors

Report) Order, 2003 is not applicable to the Company.

II. A. The management has conducted physical verification of inventories at regular intervals, which in our

opinion, and according to the explanations and information given to us appear reasonable.

B. In our opinion, 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. In our opinion, and according to the information and explanations given to us, the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

III. A. In absence of Register u/s 301 being produced before us, we are unable to state whether the company has granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956

B. In absence of Register u/s 301 of the Companies Act, 1956 being produced before us, we are unable to state whether the rate of interest and other terms and conditions of unsecured loans taken are prima facie not prejudicial to the interests of the company.

C. The loan accounts have not been squared up during the year.

IV. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of fixed assets. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

V. A. In absence of register u/s 301 being produced before us, we are unable to comment whether the transactions that need to be entered into the register maintained under section 301 of the companies Act, 1956 have been so entered.

B. In absence of register u/s 301 being produce before us, we are unable to comment whether the transactions made in pursuance of contracts or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

VI. The Company has not accepted deposit from public during the year or in the previous years.

VII. In our opinion, the company does not have a formal internal audit system.

VIII.The Company is not required to maintain cost records prescribed by the Central Government under clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956.

A The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, wealth tax, cess 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, wealth tax and cess were in arrears, as at 31st March, 2010 for a period of more than six months from the date they became payable.

C According to the information and explanation given to us, there are no dues of income tax, wealth tax, which have not been deposited on account of any dispute.

IX. The Company did not have accumulated looses as at the end of the financial year or in the previous year.

X. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

XI. The Company has not granted loans and advance on the basis of security by way of pledge of shares, debentures and other securities.

XII. I n our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

XIII. In our opinion, the Company has maintained proper records of the investment transactions and timely entries have been made therein. All the shares and securities have been held by the Company in its own name.

XIV. The Company has not given any guarantee for loans taken by others from banks or financial institutions.

XV. The Company has not obtained term loans during the financial year or in the previous year.

XVI. According to the information ad explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.

XVII. The company has not made preferential allotment of share during the year.

XVIII. The Company has not issued debentures to the public. Hence, the provisions of clause 4(xix) of Companies (Auditors Report) Order, 2003 is not applicable to the Company.

XIX. The company has not raised any money from public issued during the year. Hence, the provisions of clause 4(xx) of Companies (Auditors Report) Order, 2003 is not applicable to the Company.

XX. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For DINESH R. SHAH & NANAVATI

Chartered Accountants

(DINESH R. SHAH)

PARTNER

Mem. No.: 8228

Place: Ahmedabad

Date: 30/06/2010