HCC AVIATION LIMITED

HCC AVIATION LIMITED BOARD OF DIRECTORS Mr. Rajgopal Nogja Mr. Arun Karambelkar Mr. Praveen Sood AUDITORS M/S. K.S. Aiyar & Co. Chartered Accountants BANKERS IDBI Bank Limited Standard Chartered REGISTERED OFFICE Hincon House, 11 th Floor, 247Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai-400 083

HCC AVIATION LIMITED DIRECTORS REPORT To, The Members of HCC Aviation Limited 1. Report Your Directors present the Seventh Annual Report together with the Audited Accounts for the year ended March 31, 2015. 2. Financial Results During the year the Company s Financial performance was as follows :- (Amount in Rs.) Particulars FY 2014-15 FY 2013-14 Total Income - - Profit/ (Loss) before Depreciation and (45,768.00) (38,691.00) Exceptional Items Less : Depreciation 14,771.00 1,296.00 Less : Exceptional items - - Profit/ (Loss) : Before Tax (60,539.00) (39,987.00) Tax - (540,772.00) Profit / (Loss) : After Tax (60,539.00) (580,759.00) Add: Balance brought forward from last year (124,451,783.00) (123,871,024.00) Balance carried to Balance Sheet (124,512,322.00) (124,451,783.00) 3. Dividend Your Directors do not recommend any dividend for the financial year ended March 31, 2015. 4. Operations No activities were carried out during the year. 5. Material changes and commitments There are no significant material changes and commitments occurred during the financial year of the company to which the financial statements relate and the date of the report, affecting the financial position of the company. 6. Capital Structure The paid up Share Capital as on March 31, 2015 is Rs. 5,00,000 divided into 50,000 Equity Shares of Rs. 10 each. Hincon House, 11 th Floor, 247Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400083 CIN: U63033MH2008PLC182384

HCC AVIATION LIMITED 7. Holding company HCC Real Estate Limited owns the entire paid-up share capital of your Company aggregating to Rs. 5,00,000/- and therefore is your Company s holding company. 8. Directors Mr. Rajgopal Nogja, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. 9. Board Meetings During the year four Board Meetings were convened and held. 10. Directors Responsibility Statement To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: (a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the loss of the company for that period; (c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) that the directors had prepared the annual financial statements on a going concern basis; and (e) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 11. Fixed Deposits The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 12. Particulars of Loans, Guarantees and Investments During the year there were no loans, guarantees and investments given or made as referred to the provisions of Section 186 of the Companies Act, 2013. Hincon House, 11 th Floor, 247Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400083 CIN: U63033MH2008PLC182384

13. Related Party Transactions HCC AVIATION LIMITED During the year there were no contracts or arrangements with related parties as referred to in sub-section (1) of section 188 of Companies Act, 2013 14. Particulars of Employees and other additional information Your Company has no employees requiring disclosure under the provisions of Section 197, read with Rule, 5 of The Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 15. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo. The information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Rule, 8 of The Companies (Accounts) Rules, 2014, is not applicable to your Company. Details of Foreign Exchange Earnings and Outgo are as follows: Income in Foreign Exchange NIL Expenditure in Foreign Exchange NIL 16. Auditors The Company s Auditors, M/s. K. S. Aiyar & Co., Chartered Accountants, Mumbai, who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company 17. Auditors Report The Auditors Report to the shareholders does not contain any qualifications. 18. Risk Management policy The Board has framed a policy to ensure establishment and implementation of effective risk management framework within the Company. 19. Corporate Social Responsibility The Company has not formulated the policy on Corporate Social Responsibility, as the same is not applicable to the Company. 20. Extract of annual Return The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure A. Hincon House, 11 th Floor, 247Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400083 CIN: U63033MH2008PLC182384

21. Acknowledgements HCC AVIATION LIMITED Your Directors place on record their appreciation for the co-operation and assistance received from the bankers, Central and State Government authorities and members during the year under review. By Order of the Board For HCC Aviation Limited Arun Karambelkar Director Praveen Sood Director Registered Office: Hincon House, 11 th Floor, 247Park Lal Bahadur Shastri Marg Vikhroli (West) Mumbai 400083 Place : Mumbai Date : April 27, 2015 Hincon House, 11 th Floor, 247Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400083 CIN: U63033MH2008PLC182384

Annexure A Form No. MGT- 9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31.03.2015 [Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: i) CIN U63033MH2008PLC182384 iii) Registration Date 19 th May, 2008 iii) Name of the Company HCC Aviation Limited iv) Category / Sub-Category of the Company v) Address of the Registered office and contact details Company having Share Capital Hincon House, 11 th Floor, 247Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400 083 Tel no: +91-22-42386000 vi) Whether listed company Yes / No No vii) Name, Address and Contact details of Registrar and Transfer Agent, if any N.A. Sl. No. II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated:- Sl. No. Name and Description of main products / services NIC Code of the Product/ service 1 Aviation 51102 100% III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Name and address of the Company CIN Holding / Subsidiary / Associate % to total turnover of the company % of shares held Applicable Section 1 HCC Real Estate Ltd U70100MH2005PLC154004 Holding 100 2(46)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding Category of Shareholders A. Promoters (1) Indian a) Individual / HUF b) Central Govt c) State Govt(s) d) Bodies Corp. e) Banks / FI f) Any Other. Sub-total (A)(1): (2) Foreign a) NRIs - Individuals b) Other Individuals c) Bodies Corp. d) Banks / FI e) Any Other. Sub-total (A) (2): Total shareholding of Promoter (A) = (A)(1)+(A)(2) B. Public Shareholding 1. Institutions a) Mutual Funds b) Banks / FI c) Central Govt. d) State Govt(s) e) Venture Capital Funds f) Insurance No. of Shares held at the beginning of the year Demat Physical Total % of Total Shares No. of Shares held at the end of the year Demat Physical Total % of Total Shares 49940 49940 99.99 49940 49940 99.99-49940 49940 99.99 49940 49940 99.99-49940 49940 99.99 49940 49940 99.99 - % Chan ge during the year

Companies g) FIIs h) Foreign Venture Capital Funds i) Others (specify) Sub-total (B)(1): 2. Non- Institutions a) Bodies Corp. i) Indian ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto Rs. 1 lakh ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh c) Others (specify) Sub-total (B)(2):- Total Public Shareholding (B)=(B)(1)+ (B)(2) C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) 60 60 Nil 60 60 Nil - 60 60 Nil 60 60 Nil - 60 60 Nil 60 60 Nil - 50000 50000 100.00 50000 50000 100.00 - Sl No. (ii) Shareholding of Promoters Shareholder s Name Shareholding at the beginning of the year No. of Shares Share holding at the end of the year % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in share holding during the year 1 HCC Real 49940 99.99 0.00 49940 0.00 0.00 -

Estate Ltd (iii) Change in Promoters Shareholding (please specify, if there is no change) ;- No change in Promoters Shareholding Sl. No. At the beginning of the year Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the End of the year Shareholding at the beginning of the year No. of shares % of total shares of the Cumulative Shareholding during the year No. of % of total shares of shares the (iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Sl. No. Shareholding at the beginning of the year Shareholding at the end of the Year No. of shares % of total shares of the No. of shares % of total shares of the 1 Shri. S. K. Dharmadhikari 10 -- 1 -- 2 Shri. Pervez Alam 10 -- 1 -- 3 Shri. Arun Karambelkar 10 -- 1 -- 4 Shri. Rajgopal Nogja 10 -- 1 -- 5 Shri. V.P. Kulkarni 10 -- 1 -- 6 Shri. Praveen Sood 10 -- 1 -- (v) Shareholding of Directors and Key Managerial Personnel: N.A. Sl. No. Shareholding at the beginning of the year No. of % of total Shareholding at the end of the Year No. of shares shares of the shares Directors 30 Nil 30 Nil Key Managerial Personnel -- -- -- -- % of total shares of the V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) Change in Indebtedness during Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness 158,424,220 158,424,220 158,424,220 158,424,220

the financial year Addition Reduction Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) 158,424,220 158,424,220 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (c) Remuneration to Managing Director, Whole-time Directors and/or Manager: NIL Sl. No. Particulars of Remuneration 1 Gross salary (c) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 Profits in lieu of salary under section 17(3) Income-tax Act, 1961 2 Stock Option 3 Sweat Equity 4 Commission - as % of profit - others, specify 5 Others, please specify Total (A) Ceiling as per the Act B. Remuneration to other directors: NIL Name of MD/WTD/ Manager ---- ---- ---- ---- Total Amount Sl. No. Particulars of Remuneration Name of Directors Total Amount 3. Independent Directors ---- ---- ---- ---- Fee for attending board / committee meetings Commission Others, please specify Total (1) 4. Other Non-Executive Directors Fee for attending board / committee meetings Commission Others, please specify Total (2) Total (B)=(1+2) Total Managerial Remuneration Overall Ceiling as per the Act C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD : N.A. Sl. Particulars of Key Managerial Personnel

no. Remuneration Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Incometax Act, 1961 CEO Company Secretary -- -- -- Stock Option -- -- -- Sweat Equity -- -- -- Commission - as % of profit - others, specify -- -- -- Others, please specify Total -- -- -- VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL CFO Total Type Section of the Companies Act A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding Brief Description Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made, if any (give Details)

BALANCE SHEET AND STATEMENT PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH 2015 HCC AVIATION LIMITED

HCC AVIATION LIMITED CIN NO. U63033MH2008PLC182384 BALANCE SHEET AS AT 31ST MARCH 2015 As At As At Particulars Note 31.03.2015 31.03.2014 (Amount in `) (Amount in `) EQUITY AND LIABILITIES Shareholders funds Share Capital 2 500,000 500,000 Reserves and Surplus 3 (124,512,322) (124,451,783) Current liabilities Short term borrowings 4 158,424,220 158,424,220 Other current liabilities 5 24,523 22,024 TOTAL 34,436,421 34,494,461 ASSETS Non Current Assets Fixed Assets Tangible Assets 6-14,771 Current Assets Trade Receivable 7 33,514,035 33,514,035 Cash and Cash Equivalents 8 886,601 932,525 Short term Loans and Advances 9 35,785 33,130 TOTAL 34,436,421 34,494,461 Significant Accounting Policies 1 - The accompanying notes including other explanatory information form an integral part of the financial statements. As per our report attached For K. S. AIYAR & Co. Rajgopal Nogja - Director Chartered Accountants Din No. 01722795 Registration No. 100186W Arun Karambelkar - Director Raghuvir M. Aiyar Din No. 02151606 Partner M. No. 38128 Praveen Sood - Director Din No. 00018013 Place: Mumbai Date: Place: Mumbai Date:

HCC AVIATION LIMITED CIN NO. U63033MH2008PLC182384 STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2015 Year ended Year ended Particulars Note 31.03.2015 31.03.2014 (Amount in `) (Amount in `) Other Income - - Total Revenue - - Expenses Finance Cost - 6,000 Depreciation and Amortisation 14,771 1,296 Other Expenses 10 45,768 32,691 Total 60,539 39,987 PROFIT / ( LOSS ) BEFORE TAXATION (60,539) (39,987) Less: Tax Expenses Current Tax - - Earlier years - (540,772) PROFIT / ( LOSS ) AFTER TAXATION (60,539) (580,759) Earning per share Basic and Diluted (Face Value of ` 10/- Each) (1.21) (11.62) Significant Accounting Policies 1 The accompanying notes including other explanatory information form an integral part of the financial statements. As per our report attached For K. S. AIYAR & Co. Rajgopal Nogja - Director Chartered Accountants Din No. 01722795 Registration No. 100186W Raghuvir M. Aiyar Partner M. No. 38128 Place: Mumbai Date: Arun Karambelkar - Director Din No. 02151606 Praveen Sood - Director Din No. 00018013 Place: Mumbai Date:

HCC AVIATION LIMITED CIN NO. U63033MH2008PLC182384 Note no 1 Significant accounting policies a. Basis of Accounting The Company maintains its accounts under the historical cost convention on an accrual basis and in accordance with the provisions of the Companies Act, 2013 and comply with the Accounting Standards specified under section 133 of the act, read with Rule 7 of the Companies (Accounts) Rules, 2014. b. Fixed Assets Fixed assets are stated at cost of acquisition including attributable interest and financial cost till the date of acquisition / installation of the assets and improvement thereon less accumulated depreciation / amortization. c. Depreciation and amortisation i) Computers are depreciated on Straight Line Method over a period of three years on pro rata basis. ii) Office Equipment is depreciated on Written Down Value Method at rates prescribed in Schedule II of the Companies Act, 2013 on a pro rata basis. d. Revenue Recognition Income from usage of aircraft / Helicopter by group companies is recognized in the statement of Profit and Loss on an accrual basis based on the actual /estimated flying hours. e. Earning Per share Basic earning per share is caluclated by dividing the net profit for the period attributable to equity shareholders by weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earning per shares, the net profit or loss for the period attributable to equity shareholders and weighted average numer of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares. f. Taxation The tax expense comprises of current tax & deferred tax charged or credited to the statement of profit and loss for the year. Current tax is calculated in accordance with the tax laws applicable to the current financial year. The deferred tax expenses or benefit is recognised using the tax rates and tax laws that have been enacted by the balance sheet date. In the event of unabsorbed depreciation or carry forward losses, deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised. Other deferred tax assets are recognised only to the extent there is a reasonable certainity of realisation in future. g. Cash and cash equivalents Cash and cash equivalents comprise of cash at bank and cash in hand.the Company considers all highly liquid investments with an original maturity of three months or less from date of purchase, to be cash equivalents. h. Provisions, Contingent liabilities and contingent assets Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result of past events and it is probable that there will be an outflow of resourses. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an out flow of resources. Contingent assets are neither recognised nor disclosed in the financial statements.

HCC AVIATION LIMITED CIN NO. U63033MH2008PLC182384 NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH 2015 (Amount in `) (Amount in `) As at As at 31ST MARCH 2015 31ST MARCH 2014 Note no - 2 - Share Capital Authorised Capital 10,000,000 (Previous Year 10,000,000) Equity shares of `10/- each 100,000,000 100,000,000 TOTAL 100,000,000 100,000,000 Issued, Subscribed & Paid-Up 50,000 (Previous Year 50,000) Equity shares of `10/- each issued at par 500,000 500,000 (All the above Equity Shares are held by HCC Real Estate Limited, a Holding Company) TOTAL 500,000 500,000 (a) Reconciliation of the shares outstanding at the beginning and at the Equity shares At the beginning of the period 50,000 50,000 Issued during the period - - Outstanding at the end of the period 50,000 50,000 (b) Terms/ rights attached to equity shares The company has only one class of equity shares having par value of `10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders. (c) Shares held by holding company: Out of the equity shares issued by the Company, shares held by its holding HCC Real Estate f Ltd, ll holding company 50,000 50,000 50,000 equity shares of ` 10 each, fully paid-up (d) Details of shareholders holding more than 5% shares in the Company HCC Real Estate Ltd, the holding company (100%) 50,000 50,000 Note no - 3 - Reserves and Surplus Surplus as per statement of profit & loss Balance brought forward (124,451,783) (123,871,024) Add :Profit / (Loss) for the year (60,539) (580,759) TOTAL (124,512,322) (124,451,783)

Note no 4 Short term borrowings -Unsecured Loans and Advances from Related Party 158,424,220 158,424,220 TOTAL 158,424,220 158,424,220 Note no 5 Other current liabilities Dues to related parties 2,500 Other services payable 22,023 22,024 TOTAL 24,523 22,024 Note no 7- Trade Receivable Trade Receivable Unsecured, considered good Outstanding over six months 33,514,035 33,514,035 Others - - TOTAL 33,514,035 33,514,035 Note no 8 Cash and Bank Balances Cash and cash equivalents Current account balance with bank 886,601 932,525 886,601 932,525 Note no 9 Short term loans and advances Unsecured, considered good Advance recoverable in Cash or in Kind or for value to be received 35,785 33,130 TOTAL 35,785 33,130 Note no 10 Other Expenses Professional Charges 6,500 4,191 Rates and Taxes 24,268 3,500 Auditors Remuneration Audit Fees 15,000 15,000 Tax Audit Fees - 10,000 Certification Fees - - TOTAL 45,768 32,691 11. Tax Provision No provision for Income Tax (including Deferred Tax) has been made as there is no taxable income. 12. Accumulated losses have exceeded the equity of the Company. On consideration of the long term business outlook and future growth plans, including restructuring of business, the Management is of the view that this erosion in the net worth of the Company is temporary in nature and going concern nature of the business is not adversely affected. The Company is also contemplating merger plans with its parent company. 13. The Micro Small and Medium enterprises, to whom the amount outstanding for more than 30 days is Nil. The information has been complied to the extent they could be identified as small scale and ancillary undertakings on the basis of information available with the Company. 14. During the year, there are no employees on payroll; hence disclosures under Accounting Standard 15 Employee Benefits are not applicable.

15. Disclosure in accordance with Accounting Standard - 18 Related Party Transactions A. Name of Related Parties and Nature of Relationship Name of Related Parties Nature of Relationship 1 HCC Real Estate Limited Parent Company 2 Hindustan Construction Co Ltd Ultimate Parent 4 Panchkutir Developers Ltd Fellow Subsidiary 5 HCC Mauritius Enterprises Ltd Fellow Subsidiary 6 HCC Mauritius Investment Ltd Fellow Subsidiary 7 HCC Construction Ltd Fellow Subsidiary 8 Highbar Technologies Ltd Fellow Subsidiary 9 HCC Infrastructure Company Ltd Fellow Subsidiary 10 HRL Township Developers Ltd. Fellow Subsidiary 11 HRL (Thane) Real Estate Ltd. Fellow Subsidiary 12 NASHIK TOWNSHIP DEVELOPERS LTD Fellow Subsidiary 13 MAAN TOWNSHIP DEVELOPERS LTD Fellow Subsidiary 14 CHAROSA WINERIES LTD Fellow Subsidiary 15 Powai Real Estate Developer Ltd Fellow Subsidiary 16 HCC Realty Ltd Fellow Subsidiary 17 Pune Paud Toll Road Co. Ltd. Fellow Subsidiary 18 Western Securities Ltd. Fellow Subsidiary 19 Steiner AG Fellow Subsidiary 20 Steiner Promotions et Participations SA Fellow Subsidiary 21 Steiner (Deutschland) GmbH Fellow Subsidiary 22 VM + ST AG Fellow Subsidiary 23 Steiner Leman SAS Fellow Subsidiary 24 SNC Valleiry Route de Bloux Fellow Subsidiary 25 Eurohotel SA Fellow Subsidiary 26 Steiner India Ltd Fellow Subsidiary 27 Highbar Technologies FZLLC Fellow Subsidiary 28 Dhule Palesner Operations & Maintenance Ltd Fellow Subsidiary 29 HCC Power Limited Fellow Subsidiary 30 HCC Concession Ltd Fellow Subsidiary 31 HCC Operation and Maintenance Ltd Fellow Subsidiary 32 Narmada Bridge Tollway Ltd Fellow Subsidiary 33 Badarpur Faridabad Tollway Ltd Fellow Subsidiary 34 Nirmal Bot Ltd Fellow Subsidiary 35 Baharampore-Farakka Highways Ltd Fellow Subsidiary 36 Farakka-Raiganj Highways Ltd Fellow Subsidiary 37 Raiganj-Dalkhola Highways Ltd Fellow Subsidiary 38 Lavasa Corporation Limited Fellow Subsidiary 39 LAVASA HOTEL LIMITED Fellow Subsidiary 40 APOLLO LAVASA HEALTH CORPORATION LTD Fellow Subsidiary 41 DASVE BUSINESS HOTEL LTD Fellow Subsidiary 42 DASVE CONVENTION CENTER LTD Fellow Subsidiary 43 LAKESHORE WATERSPORTS CO. LTD Fellow Subsidiary 44 DASVE HOSPITALITY INSTITUTES LTD Fellow Subsidiary 45 LAKEVIEW CLUBS LIMITED Fellow Subsidiary 46 DASVE RETAIL LTD Fellow Subsidiary 47 Full Spectrum Adventure Ltd Fellow Subsidiary 48 Spotless Laundry Services Ltd Fellow Subsidiary 49 Lavasa Bamboocrafts Ltd Fellow Subsidiary 50 Green Hills Residences Limited Fellow Subsidiary 51 My City Technology Limited Fellow Subsidiary 52 Reasonable Housing Limited Fellow Subsidiary Future City Multiservices SEZ Limited (Formerly Known as Minfur Interior 53 Technologies Limited) Fellow Subsidiary Rhapsody Commercial Space Limited (formerly known as Rhapsody Hospitality Fellow Subsidiary 54 Limited) 55 Sirrah Palace Hotels Limited Fellow Subsidiary 56 Valley View Entertainment Limited Fellow Subsidiary 57 Whistling Thrush Facilities Services Limited Fellow Subsidiary 58 Warasgaon Power Supply Limited Fellow Subsidiary 59 Sahyadri City Management Limited Fellow Subsidiary 60 Warasgaon Tourism Limited Fellow Subsidiary 61 Our Home Service Apartments Limited Fellow Subsidiary 62 Hill City Service Apartments Limited Fellow Subsidiary 63 Warasgaon Infrastructure Providers Limited Fellow Subsidiary 64 Kart Racers Limited Fellow Subsidiary 65 Nature Lovers Retail Limited Fellow Subsidiary 66 Osprey Hospitality Limited Fellow Subsidiary 67 Mugaon Luxury Hotels Limited Fellow Subsidiary 68 Starlit Resort Limited Fellow Subsidiary 69 Rosebay Hotels Limited Fellow Subsidiary 70 Warasgaon Valley Hotels Limited Fellow Subsidiary 71 Hill View Parking Services Limited Fellow Subsidiary 72 Warasgaon Assets Maintenance Limited Fellow Subsidiary 73 Verzon Hospitality Limited Fellow Subsidiary

1 Warasgaon Lake View Hotels Limited (Previously known as Lavasa Star Hotel LimAssociates 2 Andromeda Hotels Limited Associates 3 Bona Sera Hotels Ltd Associates 4 Knowledge Vistas Limited Associates 5 Ecomotel Hotel Limited Associates 6 Evostate AG Associates 7 MCR Managing Corp. Real Estate Associates 8 Projektentwicklungsges. Parking Kunstmuseum AG Associates 9 Vikhroli Corporate Park Pvt Ltd Associates 10 Gulabchand Foundation (formed under section 25 of Companies' Act, 1956) Other Related party' 11 Hincon Holdings Ltd. Other Related party' 12 Hincon Finance Ltd. Other Related party' 1 Nathpa Jhakri Joint Venture Joint Venture 2 HCC-Pati Joint Venture Joint Venture 3 Kumagai-Skanska-HCC-Itochu Group Joint Venture 4 HCC-L & T Purulia Joint Venture Joint Venture 5 Alpine - Samsung - HCC Joint Venture Joint Venture 6 Alpine - HCC Joint Venture Joint Venture 7 Dhule Palesner Tollway Ltd. Joint Venture 8 ARGE Prime Tower, Zürich Joint Venture 9 Samsung - HCC Joint Venture cc 34 Joint Venture

16 Transactions with Related Parties i.e. Parent Company & Fellow Subsidiary and Other Related Parties. (Amount in `) Particulars of Transaction Holding Company Others 2014-15 2013-14 2014-15 2013-14 Outstanding Payables to - - 158,424,220 158,424,220 1 HCC Real Estate Limited Hindustan Construction CO Ltd 2,500-2 Outstanding receivables - - Lavasa Corporation Limited - - 23,460,379.00 23,460,379.00 HCC Concession Limited - - 10,053,656.00 10,053,656.00 iii Key Management Personnel Shri. Ajit Gulabchand Chairman & Director 17 Earnings per Share Particulars 2014-15 2013-14 i. Net Profit as per Statement of Profit & Loss available for (60,539) (580,759) Equity Shareholders (`) ii No. of Shares of Equity Shares for EPS Computation 50,000 50,000 iii. EPS (Basic & Diluted) (`)(Face Value of ` 10/- each) (1.21) (11.62) 18 Previous year s figures have been regrouped/recast, wherever necessary. As per our report attached For K. S. AIYAR & CO. Rajgopal Nogja - Director Chartered Accountants Din No. 01722795 Registration No. 100186W Arun Karambelkar - Director Raghuvir M. Aiyar Din No. 02151606 Partner M. No. 38128 Praveen Sood - Director Din No. 00018013 Place: Mumbai Date: Place: Mumbai Date:

Lavasa 23460379 HCC Conces 10053656 33514035

HCC AVIATION LTD CIN NO. U63033MH2008PLC182384 Note no 6 Fixed Assets (Amount in `) GROSS BLOCK DEPRECIATION AND AMORTISATION NET BLOCK Particulars As At As At As At For the Deductions As At As At As At Additions Deductions 01.04.2014 31.03.2015 01.04.2014 Period / Adjs 31.03.2015 31.03.2015 31.03.2013 Tangible Assets Computers 25,500 - - 25,500 25,500-25,500 - - Office Equipments 17,850 - - 17,850 3,079 14,771-17,850-14,771 Total of This Year 43,350 - - 43,350 28,579 14,771-43,350 - - Total of Previous Year 43,350 43,350 17,891 9,393 27,284 14,771

HCC AVIATION LIMITED CIN NO. U63033MH2008PLC182384 CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015 (A Particulars Year ended 31.03.2015 A. CASH FLOW FROM OPERATING ACTIVITIES Net Loss (Before tax) as per Statement of Profit & Loss (60,539) Adjustment for: Add Depreciation 14,771 Operating loss before working capital changes (45,768) Adjustments for : Trade & Other receivable (2,655) Current Liabilities 2,499 (156) Cash generated from operations (45,924) Direct Taxes paid (net of refund) - Net cash flow from operating activities (45,924) B. CASH FLOW FROM INVESTING ACTIVITIES - C. CASH FLOW FROM FINANCING ACTIVITIES - NET INCREASE IN CASH AND CASH EQUIVALENTS (45,924) (A+B+C) CASH AND CASH EQUIVALENTS AS AT 1/4/2014 932,525 (OPENING BALANCE) CASH AND CASH EQUIVALENTS AS AT 31/03/2015 886,601 (CLOSING BALANCE) As per our report attached For K. S. AIYAR & CO. Rajgopal Nogja - Director Chartered Accountants Din No. 01722795 Registration No. 100186W Arun Karambelkar - Director Din No. 02151606 Raghuvir M. Aiyar Partner M. No. 38128 Praveen Sood - Director Din No. 00018013 Place:Mumbai Date: Place:Mumbai Date:

Amount in `) Year ended 31.03.2014 (39,987) 1,296 (38,691) (5,048) (1,024,426) (1,029,474) (1,068,165) (121,511) (1,189,676) - - (1,189,676) 2,122,201 932,525

Form No. MGT-11 Proxy form [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014 CIN: Name of the company: Registered office: U63033MH2008PLC182384 HCC Aviation Limited Hincon House, 11 th Floor, 247Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai 400083 Name of the member(s): Registered address: E-mail Id: Folio No/ Client Id: DP ID: No. of shares held: I/We, being the member (s) of shares of the above named company, hereby appoint 1 Name: Address: E-mail Id: Signature: or failing him 2 Name: Address: E-mail Id: Signature: or failing him 3 Name: Address: E-mail Id: Signature: as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 7 th Annual General meeting of the company, to be held on Friday,10 th day of July, 2015 at 01:00 p.m. at Hincon House, 11 th Floor, 247Park, Lal Bahadur Shastri Marg, Vikhroli (west), Mumbai- 400083 and at any adjournment thereof in respect of such resolutions as are indicated below: All Resolutions/ Mention Resolution number(s):. Signed this day of 2015 Signature of shareholder: Signature of Proxy holder(s):. Affix Revenue Stamp Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.