To

The Members of

NAVKAR URBANSTRUCTURE LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of NAVKAR URBANSTRUCTURE LIMITED whichcomprise the balance sheet as at 31st March 2022 and the statement of profit andloss statement of cash flows notes to the financial statements including a summary ofsignificant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at March 312022 and its profitand its cash flows for the year ended on thatdate.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial Statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

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

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual report for exampleDirector's Statement Key Highlights Board's Report but does not include the financialstatements and our auditor's report thereon.

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

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

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the FinancialStatements

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 financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the accounting Standards specified undersection 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the financial statements the Board of Directors is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessthe Board of Directors either intends to liquidate the Company or to cease operations orhas no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

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

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

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

• Obtain an understanding of internal control relevant to the audit in order todesign 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 whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe 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'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

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

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

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards. From the matters communicated withthose charged with governance we determine those matters that were of most significancein the audit of the financial statements of the current period and are therefore the keyaudit matters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits 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 ofthe Companies Act 2013 we give in the Annexure - A statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

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

(a) We have sought and obtained all the information and explanations which to the 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 it appears from our examination of those books.

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

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

(e) On the basis of the written representations received from the directors taken onrecord by the Board of Directors none of the directors is disqualified as on 31st March2022 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 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 Rule 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 does not have any pending litigations which would impact its financialposition.

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

(iii) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company

(iv) The management has represented that to the best of it's knowledge and beliefother than as disclosed in notes to accounts no funds have been advanced or loaned orinvested by the company to or in any other person(s) or entity(ies) including foreignentity(ies).

(v) The Management has also represented that to the best of it's knowledge and beliefother than as disclosed in notes to accounts no funds have been received by the companyfrom any other person(s) or entity(ies) including foreign entity(ies).

(vi) No dividend declared or paid during the year by the company.

ANNEXURE A- TO INDEPENDENT AUDITORS' REPORT

(Referred to in Paragraph lunder report on other Legal & Regulatory requirements ofour report of event date)

(i) (a)The Company has maintained proper records showing full particulars includingquantitative details and situation of Fixed Assets.

(b) The Company has regular programme of physical verification of its Fixed Assetsthrough which all Fixed Assets are verified in a phased manner over a period of 3 years.In our opinion this periodicity of physical verification is reasonable having regard tothe size of the Company and nature of its Assets. As informed to us no materialdiscrepancies were noticed on such verification as carried out under the above programmeduring the Current Year.

(c ) In our opinion and according to information and explanations given to us theCompany has title deeds of Immovable Properties in the name of the Company itself.

(d) The Company has not revalued any of its Property Plant and Equipment or IntangibleAssets or both during the year.

(e) No Proceedings have been initiated or are pending against the Company for holdingany benami property if any under the Benami Transactions(Prohibition) Act 1988 (45 of1988) and rules made thereunder.

(ii) (a) The Company has regular programme of physical verification of its inventorythrough which all Inventory are verified. There are no material discrepancies.

(b) The Company has not been sanctioned any working capital limit at any point of timeof the year in excess of five crores rupees in aggregate from banks or financialinstitutions on the basis of security of current assets.

(iii) (a)The Company has granted Loans and Advances to Companies firms and otherentities and it is observed that

(A) The Aggregate amount during the year and balance outstanding at the balance sheetdate with respect to such loans or advances to subsidiaries joint ventures and associatesis Rs. 16600.

(B) The Aggregate amount during the year and balance outstanding at the balance sheetdate with respect to such loans or advances to other than subsidiaries joint ventures andassociates is Rs.73262278.

(b) The Company has granted Loans & Advances are they are not prejudicial to theCompany's Interest.

(c) In respect of loans and advances in the nature of loans there is no schedule ofrepayment of principal and interest has also not been charged on the above.

(d) There is no repayment schedule so no amount is overdue hence this clause is notapplicable

(e) The Company has not renewed any loans or advances in the nature of loans during theyear to settle the overdues of existing loans given to the same parties.

(f) The Company has granted new loans or advances in the nature of loans during theyear and the aggregate amount of loans or advances granted during the year without anyterms or period of repayment is Rs. 75293186.

(iv) On the basis of verification of books of accounts of the Company it is observedthat the loans & advances given by the Company are according to the provisions ofCompanies Act 2013 and thus no contravention exists under provisions of Sec 185 &186of the Companies Act 2013. To the best of our knowledge and information provided to usby the management the Company has not failed to comply with the provisions of Section 185& 186 of Companies Act 2013.

(v) On verification of books of accounts it has come to notice that the company hasnot accepted any deposits in contravention as prescribed under Companies (Acceptance ofDeposit) Rules2014 and relevant provisions of Companies Act 2013.

(vi) On verification of books of accounts it has come to notice that the company hasnot required to maintain cost record as per sec 148 (1) of the Companies Act 2013.

(vii) In respect of Statutory dues:

(a) The Company is not regular in depositing undisputed statutory dues. The Companydeposits TDS under Income Tax Act 1961 for the whole year only during the fourth quarterand files the return for the same in the last quarter. Moreover there are statutory duewhich has not been paid by the Company until the end of reporting period.

(b) There are no disputed statutory dues pending for deposit to government/departmental authority.

(viii) In our opinion and according to the information and explanation given to us andas per observation from the books of accounts. the Company has not recorded anytransactions in the books of accounts or disclosed as income during the year in the taxassessments under Income Tax Act 1961 (43 of 1961)

(ix) (a) In our opinion and according to the information and explanations given to usand as per observation from books of accounts the Company has not defaulted in the paymentof dues to Banks or Financial Institutions during the year.

(b) The Company has not been declared as a willful defaulter by any bank or financialinstitution or other lender.

(c) There is no term loan with the Company.

(d) According to information and explanation no funds were raised on Short term basisby the Company.

(e) According to information and explanation given to us the Company has not taken anyfunds from any entity or person on account of or to meet the obligations of itssubsidiaries associates or joint ventures.

(f) In our opinion and according to the information and explanations given to us andas per observation from books of accounts the Company has not raised any new loans duringthe year.

(x) (a) According to the information and explanation the company has not raised anyfunds by way of Initial Public Offering or any Debt Instrument or any Term Loan during thereporting period.

(b) The Company has made preferential allotment during the year and requirements ofSection 42 and Section 62 of the Companies Act 2013 have been complied with. The fundsraised have been used for the purpose for which the funds were raised by the Companyduring the year.

(xi) (a) In our opinion and according to the information and explanation given to usno material fraud by the Company or on the Company has been noticed or reported during theyear.

(b) According to information and explanation given to us the Company has not filed anyreport in Form ADT-4 under sub section (12) of section 143 of the Companies Act 2013.

(c) According to information and explanation given to us the company has establishedvigil mechanism to handle whistle-blower complaints.

(xii) The Company is not a Nidhi Company and thus this clause is not applicable.

(xiii) In our opinion and according to information and explanation given to us theCompany has entered in Related Party Transactions during the year under consideration asdetails in Notes to Accounts.

(xiv) (a)According to information and explanation given to us the Company has properInternal Audit System as per provisions of SEBI LODR Regulations.

(b)Internal Audit is conducted by the employee of the Company and Report of the samewas not provided by the Assessee so we are not able to comment on the same.

(xv) In our opinion and according to information and explanation given to us duringthe year the Company has entered into non cash transactions with its Director Mr. HarshShah. Salary of Rs. 360000 has been given to him and provisions of Sec 192 of CompaniesAct have been complied with.

(xvi) (a) In our Opinion and according to information and explanation provided to us the Company is not required to be registered under Section 45-IA of the Reserve Bank ofIndia Act 1934.

(b) In our opinion and according to information and explanation given to us theCompany has not conducted any Non Banking Financial or Housing Finance activities.

(c) The Company is not a Core Investment Company (CIC) and thus this clause is notapplicable.

(d) As per information and explanation given to us the group is not having any CIC aspart of the group.

(xvii) The Company has not incurred cash losses in the financial year and in theimmediately preceding financial year.

(xviii) There has been no resignation of the Statutory Auditor during the year and thusthis clause is not applicable.

(xix) On the basis of the financial ratios ageing and expected dates of realization offinancial assets and payment of financial liabilities other information accompanying thefinancial statements the auditor's knowledge of the Board of Directors and managementplans the auditor is of the opinion that no material uncertainity exists as on the dateof the audit report that the company is not capable of meeting its liabilities existing atthe date of balance sheet as and when they fall due within a period of one year from thebalance sheet date.

(xx) (a) Section 135 of Companies Act 2013 is not applicable to the Company as Companyis neither having net worth of Rs. 500 crore or more nor having turnover of Rs. 1000 croreor more or net profit of Rs. 5 crore or more during the immediately preceeding financialyear.

(b)Section 135 of Companies Act 2013 is not applicable to the Company thus thisclause is not applicable to the Company.

(xxi) The Company is neither having any Holding Company nor Subsidiary Company orAssociate Company thus this clause is not applicable.

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Control Over Financial Reporting issued by the Institute of CharteredAccountants of India ( the "ICAI"). These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under theCompanies Act 2013

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note on Audit of Internal Financial Control Over FinancialReporting (the ''Guidance Note") the ICAI and the Standards on Auditing prescribedunder section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls with reference to financial statements. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial controls and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of such internal financial controlsassessing 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. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls system overfinancial reporting.

Meaning of Internal Financial Controls with reference to Financial Statements

A company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control withreference to financial statements includes those policies and procedures that (1) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion to the best of our information and according to the explanation givento us the Company has in all material respects adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31^st March2022 based on theinternal financial controls over financial reporting criteria established by the Companyconsidering the essential components of internal controls stated in the Guidance Note onaudit of Internal Financial Controls over financial reporting issued by the Institute ofChartered Accountants of India