Report on the Standalone Financial Statements

We have audited the accompanying Standalone financial statements of Cox & KingsLimited ("the Company") which comprise the Balance Sheet as at March 312018 the Statement of Profit and Loss (including Other Comprehensive Income) the CashFlow Statement and the Statement of Changes in Equity for the year then ended and asummary of significant accounting policies and other explanatory information (hereinafterreferred to as "standalone financial statements").

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance including other comprehensive income cash flows andchanges in equity of the company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) specified undersection 133 of the Act read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provision of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofthe appropriate accounting policies; making judgements and estimates that are reasonableand prudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and fair presentation of thestandalone financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the standalone financial statements. The procedures selected depend on theauditor's judgement including the assessment of the risks of material misstatement of thestandalone financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the standalone financial statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the standalone financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the financial position of theCompany as at March 31 2018 and its profit including total comprehensive income itscash flows and the statement of changes in equity for the year ended on that date.

Other Matter

The comparative financial information of the Company for the year ended March 31 2017prepared in accordance with Indian Accounting Standards included in these StandaloneFinancial Statements have been audited by the predecessor auditors. The report of thepredecessor auditors on the comparative financial information dated May 29 2017 expressedan unmodified opinion.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ('the Order') issued bythe Central Government of India in terms of sub-section (11) of section 143 of the Act wegive in the "Annexure A" a statement on the matters specified in paragraphs 3and 4 of the Order.

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

a) We have sought and obtained all the information and explanations which to the bestof 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 theCompany so far as appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Cash Flow Statement and the Statement of Changes in Equity dealt with by thisreport are in agreement with the books of account.

d) I n our opinion the aforesaid standalone financial statements comply with theIndian Accounting Standards specified under section 133 of the Act read with relevantrules issued thereunder.

e) On the basis of written representations received from the directors as on March 312018 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2018 from being appointed as a director in terms of section 164(2) of theAct.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rules 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand 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 financialposition in its standalone financial statements Refer Note No. 27(11) to the standalonefinancial statements.

ii) The Company did not have any material foreseeable losses on long-term contractsincluding derivative contracts that require provision under any law or accountingstandards for which there were any material foreseeable losses.

iii) There has been no delay in transferring amounts which were required to betransferred to the Investor Education and Protection Fund by the Company.

For D T S & Associates

Chartered Accountants

(Firm Registration no. : 142412W)

Ashish G. Mistry

Place: Mumbai Partner

Dated: May 28 2018

Membership No.: 132639

"Annexure A" to Independent Auditor's Report referred to in Paragraph 1 underthe heading of "Report on other legal and regulatory requirements" of our reportof even date.

1) In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets on the basis of available information.

b) As explained to us all the fixed assets have been physically verified by themanagement in a phased periodical manner which in our opinion is reasonable havingregard to the size of the Company and nature of its assets. No material discrepancies werenoticed on such physical verification.

c) In our opinion and according to the information and explanation given to us titledeeds of immovable properties are held in the name of the company.

2) In respect of Inventories:

As explained to us physical verification of the inventories have been conducted atreasonable intervals by the management which in our opinion is reasonable having regardto the size of the Company and nature of its 7) inventories. No material discrepancieswere noticed on such physical verification.

3) The Company has granted loans secured or unsecured to companies firms limitedliability partnerships or other parties covered in the register maintained under Section189 of the Act.

a) The terms and conditions of the grant of such loans are not prejudicial to thecompany's interest.

b) There is no schedule of repayment of principal and are repayable on demand. Alsothere is no stipulation as to date of payment of interest.

c) Since the principal and interest on these loans are repayable on demand question ofoverdue amount does not arise.

4) In respect of loans investments guarantees and security given by the Company:

a) Company has complied with the provision of section 185 of the Act in respect ofloans given.

b) Company has complied with the provision of section 186 of the Act in respect ofinvestment loans guarantee or security given.

5) According to the information and explanations given to us the Company has notaccepted any deposits within the meaning of provisions of sections 73 to 76 or any otherrelevant provisions of the Act and the rules framed thereunder. Therefore the clause (v)of paragraph 3 of the Order is not applicable to the Company.

6) To the best of our knowledge and explanation given to us the Central Government hasnot prescribed the maintenance of cost records under sub section (1) of Section 148 of theAct in respect of the activities undertaken by the company.

In respect of Statutory dues :

a) According to the records of the Company except for few instances of delay inpayment of Service Tax Advance Income Tax the Company is generally regular in payment ofGoods and Service tax provident fund employees' state insurance and professional taxundisputed statutory dues including TDS sales tax duty of customs duty of excise VATcess and any other statutory dues have been regularly deposited with the appropriateauthorities. According to the information and explanations given to us and on the basis ofour examination of the books of account no undisputed amounts payable in respect of theaforesaid dues were outstanding as at March 31 2018 for a period of more than six monthsfrom the date they became payable.

b) According to the records of the Company and the information and explanations givento us the disputed dues on account of income tax sales tax service tax duty ofcustoms duty of excise value added tax cess that have not been deposited withappropriate authorities are as under:

8) In our opinion and according to the information and explanations given to us theCompany has not delayed in repayment of loans to financial institution bank or dues todebenture holders of the company. The Company has not raised any loan from government.

9) The company did not raise any money by way of Initial public offer or further publicoffer (including debt instruments) and term loans during the year. Accordingly paragraph3(ix) of the order is not applicable.

10) Based on the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and as per information and explanations given to usno fraud by the Company or on the Company by its officers or employees has been noticed orreported during the year.

11) In our opinion and according to the information and explanation given to usmanagerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by the provision of section 197 read with Schedule V to the Act.

12) In our opinion company is not a nidhi company. Therefore the provisions of clause(xii) of paragraph 3 of the Order are not applicable to the company.

13) In our opinion and according to the information and explanations given to us alltransactions with related parties are in compliance with sections 177 and 188 of the Actand their details have been disclosed in the standalone financial statements etc. asrequired by the applicable accounting standards.

14) In our opinion and according to the information and explanations given to us theCompany has not made any preferential allotment or private placement of shares of fully orpartly convertible debentures during the year and hence clause (xiv) of paragraph 3 of theOrder is not applicable to the company.

15) In our opinion and according to the information and explanations given to us theCompany has not entered into any non-cash transaction with the directors or personsconnected with him and covered under section 192 of the Act. Hence clause (xv) of theparagraph 3 of the Order is not applicable to the Company.

16) To the best of our knowledge and as explained the Company is not required to beregistered under section 45-IA of the Reserve Bank of India Act 1934.

For D T S & Associates

Chartered Accountants

(Firm Registration no. : 142412W)

Ashish G. Mistry

Place: Mumbai Partner

Dated: May 28 2018

Membership No.: 132639

Cox & Kings Limited I 99

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the Internal Financial Control over financial reporting of Cox &Kings Limited ("the company") as of March 31 2018 in conjunction with ouraudit of the financial statements of the Company for the year then ended.

Management Responsibility for the Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (ICAI). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the ICAI.

For D T S & Associates

Chartered Accountants

(Firm Registration no. : 142412W)

Ashish G. Mistry

Place: Mumbai Partner

Dated: May 28 2018

Membership No.: 132639