BRIGADE INFRASTRUCTURE AND POWER PRIVATE LIMITED

BRIGADE INFRASTRUCTURE AND POWER PRIVATE LIMITED ANNUAL REPORT 2015 2016

BRIGADE INFRASTRUCTURE & POWER PRIVATE LIMITED CIN: U70109KA2007PTC044008 Registered Office: 29 th Floor, World Trade Center, Brigade Gateway Campus 26/1, Dr.Rajkumar Road, MalleswaramRajajinagar, Bangalore 560 055 N O T I C E Notice is hereby given that the Ninth Annual General Meeting of Brigade Infrastructure and Power Private Limited will be held on Tuesday, 30 th August, 2016 at 1.30 p.m. at the 30 th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, Malleswaram Rajajinagar Bangalore 560055, to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the audited Balance Sheet and Audited Profit and Loss Account for the financial year ended 31 st March, 2016 and the reports of the Board of Directors and the Auditors thereon. 2. To appoint a Director in place of Ms. Githa Shankar (DIN: 01612882), who retires by rotation and being eligible, offers herself for reappointment. 3. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 139 read with Rule 3 of the Companies (Audit and Auditors) Rules, and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or reenactment thereof for the time being in force) and based on the recommendations of the Board, approval of the Shareholders be and is hereby accorded to ratify the appointment of M/s. Narayanan, Patil and Ramesh, Chartered Accountants (ICAI Firm Registration No.002395S) as Statutory Auditors of the Company from the conclusion of this Ninth Annual General Meeting until the conclusion of Tenth Annual General Meeting on such remuneration as may be finalized by the Board of Directors in consultation with the Statutory Auditors. Place: Bangalore Date: 3 rd May, 2016 By Order of the Board For Brigade Infrastructure and Power Private Limited Registered Office: 29 th Floor, World Trade Center Brigade Gateway Campus, 26/1, Dr. Rajkumar Road MalleswaramRajajinagar Bangalore 560055 Sd/ M. R. Jaishankar Director DIN: 00191267

BRIGADE INFRASTRUCTURE & POWER PRIVATE LIMITED CIN: U70109KA2007PTC044008 Registered Office: 29 th Floor, World Trade Center, Brigade Gateway Campus 26/1, Dr.Rajkumar Road, MalleswaramRajajinagar, Bangalore 560 055 NOTES: a) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF AND THE PROXY NEED NOT BE A MEMBER. b) Proxies in order to be effective must be received at the Registered Office of the Company not less than forty eight hours before this Annual General Meeting.

BRIGADE INFRASTRUCTURE & POWER PRIVATE LIMITED CIN: U70109KA2007PTC044008 Registered Office: 29 th Floor, World Trade Center, Brigade Gateway Campus 26/1, Dr.Rajkumar Road, MalleswaramRajajinagar, Bangalore 560 055 BOARD S REPORT Dear Members, We have pleasure in presenting the Ninth Annual Report on business and operations of the Company together with the Audited Statement of Accounts for the financial year ended 31 st March, 2016. FINANCIAL HIGHLIGHTS: (Rupees in Lakhs) Particulars 20152016 20142015 Income Other Expenses 0.43 0.38 Depreciation & amortization expenses Profit/Loss before tax (0.43) (0.38) Balance in Profit & Loss Account brought forward from previous year. (37.38) (36.90) Less: Transitional Adjustment on account of (0.09) Depreciation (net of tax) Balance carried to Balance Sheet (37.81) (37.38) FINANCIAL OVERVIEW: Your Company will commence its operations in the near future due to which there are no revenues, Company has incurred a loss of 0.43 lakhs and an accumulated loss of Rs.37.81 lakhs for the year ended on 31 st March, 2016. SUBSIDIARIES/ ASSOCIATES: The Company is a subsidiary of Brigade Enterprises Limited and there are no subsidiaries / associates during the year. TRANSFER TO RESERVES & DIVIDEND: Your company is yet to commence operations due to which there are no profits to either transfer to reserves or to recommend dividend. FIXED DEPOSITS: The Company has not accepted any deposits in terms of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. Accordingly, no amount is outstanding as on the balance sheet date. SHARE CAPITAL: There has been no change in the Share Capital of the Company during the year. 1

BRIGADE INFRASTRUCTURE & POWER PRIVATE LIMITED CIN: U70109KA2007PTC044008 Registered Office: 29 th Floor, World Trade Center, Brigade Gateway Campus 26/1, Dr.Rajkumar Road, MalleswaramRajajinagar, Bangalore 560 055 DEBENTURES: During the year under review, the Company has not issued any Debentures. As on date, the Company does not have any outstanding Debentures. BOARD OF DIRECTORS: The Board of Directors of the Company comprises of 3 Directors of which all are NonExecutive Directors. In accordance with the Articles of Association of the Company and the provisions of Section 152(6)(e) of the Companies Act, 2013, Ms. Githa Shankar, Director (DIN: 01612882) will retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for reappointment. None of the Directors of the Company are disqualified under Section 164(2) of the Companies Act, 2013. BOARD MEETINGS: During the year under review, the Board of Directors of the Company met 4 times on the following dates: Dates on which Board Meetings were Held Total Strength of the Board No of Directors Present 24 th April,2015 3 (Three) 3 (Three) 23 rd July,2015 3 (Three) 3 (Three) 17 th October,2015 3 (Three) 2 (Two) 19 th January,2016 3 (Three) 2 (Two) ATTENDANCE OF DIRECTORS AT BOARD MEETINGS AND ANNUAL GENERAL MEETING: The Board of Directors of the Company have attended the Board & Annual General Meetings as per the following details: Name of Directors Board Meetings attended in the financial year 201516 Mr. M.R. Jaishankar 4 (Four) Yes Ms. Githa Shankar 4 (Four) yes Ms. Nirupa Shankar 2 (Two) Yes Attendance in the 8 th Annual General Meeting held on 23 rd September,2015 POLICY OF DIRECTORS APPOINTMENT AND REMUNERATION: The Directors of the Company are appointed by the members at annual general meetings in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder. 2

BRIGADE INFRASTRUCTURE & POWER PRIVATE LIMITED CIN: U70109KA2007PTC044008 Registered Office: 29 th Floor, World Trade Center, Brigade Gateway Campus 26/1, Dr.Rajkumar Road, MalleswaramRajajinagar, Bangalore 560 055 There is no remuneration paid to any directors and the directors are not entitled for any sitting fees for attending the meetings of the Board. DIRECTORS RESPONSIBILTY STATEMENT: The Board of Directors hereby confirms that: a) in the preparation of the annual financial statements for the year ended 31 st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) 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 at the end of the financial year and of the profit of the Company for that period; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the annual financial statements have been prepared on a going concern basis; e) there are proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. PARTICULARS OF EMPLOYEES: Particulars pursuant to section 134 read with the Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013 is not applicable as the Company doesn t have any employees during the year under review. STATUTORY AUDITORS: The members of the Company at the Eighth Annual General Meeting held on 23 rd September, 2015 approved the appointment of M/s. Narayanan, Patil and Ramesh, Chartered Accountants (Registration No.002395S), Statutory Auditors of the Company for a period of 5 years till the conclusion of Thirteenth Annual General Meeting, which is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014. The resolution relating to annual ratification of statutory auditors appointment is part of the notice of the Ninth Annual General Meeting. Members may ratify the appointment of M/s. Narayanan, Patil and Ramesh, Chartered Accountants as the Statutory Auditors of the Company for the financial year 201617. 3

BRIGADE INFRASTRUCTURE & POWER PRIVATE LIMITED CIN: U70109KA2007PTC044008 Registered Office: 29 th Floor, World Trade Center, Brigade Gateway Campus 26/1, Dr.Rajkumar Road, MalleswaramRajajinagar, Bangalore 560 055 There are no qualifications or adverse remarks in the Statutory Auditors Report for the financial statements for the year ended 31 st March, 2016 which require any explanation from the Board of Directors. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The details of the loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies act, 2013 are given in the notes to the financial statements. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The related party transactions undertaken during the financial year 201516 as detailed in Notes to Accounts of the financial Statements and which are carried at arms length basis and in the normal course of business. EXTRACT OF ANNUAL RETURN: In terms of Section 92 (3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year 201516 in Form No. MGT9 is appended as Annexure1 to this Report. MATERIAL CHANGES AND COMMITMENTS: There were no material changes and commitments for the period under review, which significantly affects the financial position of the Company. SIGNIFICANT OR MATERIAL ORDERS: During the financial year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company s operations in the future. INTERNAL FINANCIAL CONTROL SYSTEMS: The Company has not commenced its operations and the existing Internal Financial Control Systems implemented by the Holding Company will be adequate to take of operations for the Group. RISK MANAGEMENT: The Board of Directors continuously evaluate the risks and a details risk management policy will be framed on commencement of the operations of the Company. CORPORATE SOCIAL RESPONSIBILITY: The provisions relating to Corporate Social Responsibility are not applicable to the Company as on 31 st March, 2016. 4

BRIGADE INFRASTRUCTURE & POWER PRIVATE LIMITED CIN: U70109KA2007PTC044008 Registered Office: 29 th Floor, World Trade Center, Brigade Gateway Campus 26/1, Dr.Rajkumar Road, MalleswaramRajajinagar, Bangalore 560 055 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: A. CONSERVATION OF ENERGY: The company has not commenced the operations and therefore there is no consumption of energy. B. TECHNOLOGY ABSORPTION: NIL C. FOREIGN EXCHANGE EARNINGS AND OUTGO: During the year under review, the Company has neither earned nor used any foreign exchange. HUMAN RESOURCES: There are no employees on the rolls of the Company at present. ACKNOWLEDGEMENTS: The Directors wish to place on record their appreciation and sincere thanks to all the stakeholders for the continued support and patronage. We look forward to your support and cooperation as the Company is entering the next league of growth. By order of the Board For Brigade Infrastructure & Power Private Limited Sd/ Sd/ Place: Bangalore M. R. Jaishankar Githa Shankar Date: 3 rd May, 2016 Director Director DIN: 00191267 DIN: 01612882 5

ANNEXURE1 FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2016 Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014. I. REGISTRATION & OTHER DETAILS: 1 CIN 2 Registration Date 3 Name of the Company 4 Category/Subcategory of the Company 5 Address of the Registered office & contact details 6 Whether listed company 7 Name, Address & contact details of the Registrar & Transfer Agent, if U70109KA2007PTC044008 1st October, 2007 Brigade Infrastructure And Power Private Limited Company Limited by Shares Indian Non Government Company 29th Flr, World Trade Center, Brigade Gateway Campus, 26/1, Dr.Rajkumar Road, MalleswaramRajajinagar, Bangalore560 055 Tel: 080 41379200 Email: omprakash@brigadegroup.com No NA 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) S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company NA III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Name and Address of the company CIN/GLN Brigade Enterprises Limited 29th & 30thFlr,World Trade Center,26/1,Brigade Gateway, L85110KA1995PLC019126 Dr. Rajkumar Road, MalleswaramRajajinagar, Bangalore 560 055 Holding /Subsidiary/Associate Holding Company % of Shares held 100% Applicable Section 2(46) IV. SHAREHOLDING PATTERN (Equity share capital breakup as percentage of total equity) (i) Categorywise Share Holding Category of No. of Shares held at the beginning of the year 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) Demat Physical Total % of Total Shares No. of Shares held at the end of the year Demat Physical Total % of Total Shares % Change during the year 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 50,000 50,000 100.00% 50,000 50,000 100.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 50,000 50,000 100.00% 50,000 50,000 100.00% 0.00% (2) Foreign a) NRI Individuals b) Other Individuals c) Bodies Corp. d) Any other Sub Total (A) (2) TOTAL (A) 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 50,000 50,000 100.00% 50,000 50,000 100.00% 0.00% B. Public Sh 1. Institutions h ldi a) Mutual Funds b) Banks / FI c) Central Govt d) State Govt(s) e) Venture Capital Funds f) Insurance Companies g) FIIs h) Foreign Venture Capital Funds i) Others (specify) Subtotal (B)(1): 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%

2. NonInstitutions 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) Directors Non Resident Indians Overseas Corporate Bodies Foreign Nationals Clearing Members Employees HUF Trusts Foreign Bodies D R Subtotal (B)(2): Total Public (B) C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 50,000 50,000 100.00% 50,000 50,000 100.00% 0.00% 0.00% (ii) Shareholding of Promoter SN Shareholder s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in No. of Shares No. of Shares % of total Shares of shareholding during the the company year % of total Shares of the company % of Shares Pledged/ encumbered to total shares % of Shares Pledged / encumbered to total shares 1 Brigade Enterprises Ltd. 44500 89.00% 44500 89.00% 0.00% 2 Brigade Enterprises Ltd And Mr. M.R. Jaishankar 5000 10.00% 5000 10.00% 0.00% 3 Brigade Enterprises Ltd And Ms. Githa Shankar 100 0.20% 100 0.20% 0.00% 4 Brigade Enterprises Ltd and Ms. Nirupa shankar 100 0.20% 100 0.20% 0.00% 5 Brigade Enterprises Ltd and Mr. Amar Mysore 100 0.20% 100 0.20% 0.00% 6 Brigade Enterprises Ltd and Mr. Vineet Verma 100 0.20% 100 0.20% 0.00% 7 Brigade Enterprises Ltd and Mr. M.R. Jaishankar & 100 0.20% 100 0.20% 0.00% Ms. Nirupa shankar (iii) Change in Promoters Shareholding (please specify, if there is no change): SN Particulars Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year No. of shares % of total shares No. of shares % of total shares At the beginning of the year 01.04.2015 50,000 100.00% Changes during the year No Change 0.00% At the end of the year 31.03.2016 50,000 100.00% 50,000 100.00% (iv) Shareholding Pattern of top ten Shareholders : NIL (Other than Directors, Promoters and Holders of GDRs and ADRs) (v) Shareholding of Directors and Key Managerial Personnel: NIL V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment. Particulars Secured Loans excluding deposits Unsecured Loans Deposits (Amt. Rs./Lacs) Total Indebtedness 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 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) VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Wholetime Directors and/or Manager: NIL B. Remuneration to other Directors: NIL C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD: NIL VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL Type Section of the Brief Description Details of Penalty / Companies Act Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Appeal made, if any (give Details) A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding

N. _ 7 6) Narayanan Patil el Ramesh INDEPENDENT AUDITORS' REPORT To the members of BRIGADE INFRASTRUCTURE AND POWER PRIVATE LIMITED, Report on the Financial Statements We have audited the accompanying financial statements of BRIGADE INFRASTRUCTURE AND POWER PRIVATE LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date, and a summary of the significant accounting policies and other explanatory information. Management's Responsibility for the 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 Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 control, 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. Auditor's Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing as specified under section 143(10) of the Act. 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 Page CHARTERED 1101, World Trade Center, Malleswaram, Bangalore 560055 Tel : +91 80 6764 0900 91, Email : info@nprca.in, web : www.nprca.in

error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. 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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 St March, 2016; (b) in the case of the Statement of Profit and Loss, of the profit of the Company for the period ended on that date and (c) 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, 2016 ("the Order") issued by the Central Government of India in terms of subsection (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. 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 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) In our opinion, 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 accounts and returns. d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. e) On the basis of written representations received from the directors as on 31 March, 2016, and taken on record by the Board of Directors, none of the directors are disqualified as on 31 March, 2016, from being appointed as a director in terms of Section 164(2) of the Act. CHARTERED WM,ccouNTANTsicnI Page no. 2

f) On the basis of our verification, the company has not transacted any business during the year and hence clause (i) of Subsection 3 of Section 143 is not applicable to the company. 8) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of Companies (Audit and auditors), 2014, in our opinion and according to the information and explanations given to us, to the best of our knowledge : The Company does not have any pending litigations which would impact its financial position. The Company did not have any longterm contracts including derivatives contracts, for which there were any material foreseeable losses. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. Place: Bangalore Date: 3 rd May, 2016 For Narayanan, Patil and Ramesh Chartered Accountants Firm Reg. No. 002395S 7Lk Udaykumar Shiv Patil Partner Membership No: 200/25589 CHARTERED C. Page no. 3

ANNEXURE TO AUDITORS' REPORT Annexure referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements of the Auditors' Report to the members BRIGADE INFRASTRUCTURE AND POWER PRIVATE LIMITED on the accounts for the period ended 31 st March 2016. According to the information and explanation given to us during the course of our audit, we report that: (a) The Company has maintained proper records showing full particulars, including quantitative and situation of fixed assets. details (b) Fixed Assets have been physically verified by the management during the year and no material discrepancies were identified on such verification. (c) There are no Immovable Properties held in the name of the company. ii. According to the information and explanations given to us, parah (ii) of the order is not applicable, as the Company has no inventory. iii. According to the information and explanation given to us, the Company has not granted loans to companies, firms or other parties covered in the register maintained u/s 189 of the Companies Act 2013. Accordingly parah (iii) of the order is not applicable. iv. In our opinion and according to the information and explanation given to us, the company does not have any loans, investments, guarantees and securities covered under the provisions of section 185 and 186 of the companies Act 2013. v. In our opinion, and according to the information and explanations given to us, the company has not accepted any deposits as per the directive issued by the Reserve Bank of India under the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly paragraph (v) of the Order is not applicable to the Company. vi. vii. According to the information and explanation given to us, the Central Government has not specified the maintenance of cost records under subsection (I) of section 148 of the Companies Act, for the products/ services of the company. (a) The company is generally regular in depositing undisputed statutory dues including incometax, sales tax, service tax, value added tax cess and other applicable statutory dues with the appropriate authorities. (b)according to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, incometax, servicetax, salestax, value added tax, cess and other material statutory dues were outstanding at the year end, for a period of more than six months from the date they become payable (c) According to the information and explanations given to us, there are no statutory dues which have not been deposited on account of any dispute. CHP4.115T2A'rele no. 4

(d) There are no amounts that were required to be transferred to Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956(1 of 1956) and rules made there under. viii. Based on our audit and according to the information and explanations given to us, the company has not availed loan from banks, financial institutions, government and has no debentures. Accordingly, para (viii) is not applicable. ix. Based on our audit and according to the information and explanations given to us, the Company has not availed any loan during the year and accordingly para (ix) is not applicable. x. Based on our audit and according to the information and explanations given to us and as represented by the management, no fraud on or by the company or by its officers or employees has been noticed or reported during the year. xi. According to the information and explanations given to us, the company has not paid any managerial remuneration during the year. xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. xiii. Based on our audit and according to the information and explanations given to us and as represented by the management, all the transactions with the related parties are in compliance with sections 177 and 188 of the companies Act 2013, and the same have been disclosed in the in the notes forming part of financial statements under 3.2 as required by applicable Accounting standards. xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly Para (xiv) is not applicable. xv. Based on our audit and according to the information and explanations given to us, the company has not entered into noncash transactions with directors or persons connected with him. xvi. Based on our audit and according to the information and explanations given to us, the company is not required to be registered under section 45IA of the Reserve Bank of India Act, 1934. For Narayanan, Patil and Ramesh Chartered Accountants FRN: 002395S ' 1,4/ Place: Bangalore Date : 3 rd May, 2016 Udaykumar Shiv Patil Partner Membership No.200/25589 Page no. 5

BRIGADE INFRASTRUCTURE & POWER PRIVATE LIMITED CI N: U70109KA2007PTC044008 Registered Office: 29 th Floor, World Trade Center, Brigade Gateway Campus 26/1, Dr.Rajkumar Road, MalleswaramRajajinagar, Bangalore 560 055 Balance Sheet as at 31st March 2016 (Rs. In lakhs) Particulars Note No 31st March 2016 31st March 2015 EQUITY AND LIABILITIES Shareholders funds Share capital 4 5.00 5.00 Reserves and surplus 5 (37.81) (37.38) Current liabilities Trade Payables 6 37.78 37.78 Total 4.97 5.40 ASSETS Noncurrent assets Fixed assets Tangible assets 7 0.01 0.01 Current assets Cash and bank balances 8 4.96 5.39 Total 4.97 5.40 Summary of significant accounting policies & Notes to Accounts 2 & 3 The accompanying notes are an integral part of the financial statements As per our report of even date For NARAYANAN, PATIL & RAMESH Chartered Accountants..', '.'.:,,j:. 7'.,, Firm Reg. No. 002395S...._.....,...... i..v.,/...,:.7, 1'..i.,;.,,..' : ;,,, f Udaykumar Shiv Patil...., Partner Membership No.200/25589 For and on behalf of the board of directors of BRIGADE INFRASTRUCTURE AND POWER PVT.LTD. /4441' M RJaishankar Director Githear Director Place: Bengaluru Date: 3 rd May, 2016

BRIGADE INFRASTRUCTURE AND POWER PVT.LTD. Statement of Profit and Loss for the year ended 31st March 2016 (Rs. In lakhs) Particulars Note No For the year ended 31st March 2016 For the year ended 31st March 2015 Revenue from operations Other income Total revenue Expenses: Depreciation and amortization expenses Other expenses 9 0.43 0.38 Total Expenses 0.43 0.38 Profit/(loss) before tax Tax expense Profit/(loss) after tax (0.43) (0.43) (0.38) (0.38) Earnings per equity share basic and diluted (Rs.) (0.86) (0.76) Summary of significant accounting policies & Notes to Accounts 2 & 3 The accompanying notes are an integral part of the financial statements As per our report of even date For NARAYANAN, PATIL & RAMESH Chartered Accountants Firm Reg. No. 002395S Udaykumar Shiv Patil Partner Membership No.200/25589 For and on behalf of the board of directors of BRIGADE INFRASTRUCTURE AND POWER PVT.LTD. Otraic,./.041.01,41" 1\44_ R Jaishankar Githa ankar Director Director Place: Bengaluru Date: 3 rd May, 2016

BRIGADE INFRASTRUCTURE AND POWER PVT.LTD. CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2016 Particulars As on 31.03.2016 Rs. Cash flows from operating activities (Rs In lakhcl As on 31.03.2015 Rs. Profit before taxation Adjustments for: Depreciation and amortization expenses (0.43) (0.38) (0.43) (0.38) Adjustments for: (Increase)/ decrease in Current Assets, Loans &Advances Increase/ (decrease) in Other Longterm liabilities Increase/ (decrease) in Current Liabilties 0.02 0.02 Income taxes paid/(refund) Net cash from operating activities (0.43) (0.37) Cash flows from investing activities Net cash from investing activities Cash flows from financing activities Net cash from financing activities Net increase/(decrease) in cash and cash equivalents (0.43) (0.37) Cash and cash equivalents at beginning of reporting period Cash and cash equivalents at end of reporting period 5.39 5.76 4.96 5.39 As per our report of even date For NARAYANAN, PATIL 8( RAMESH Chartered Accountants Firm Reg. No. 002395S Udaykumar Shiv Patil Partner Membership No.200/25589 Place: Bengaluru For and on behalf of the Board of BRIGADE INFRASTRUCTURE AND POWER PVT.LTD. gair(\0 ) R Jaishankar Githa Shanka Director Director Date : 3 rd May, 2016

BRIGADE INFRASTRUCTURE AND POWER PVT.LTD. Notes to the financial statement Note 4 Share capital (Rs. In lakhs) Particulars 31 March 2016 31 March 2015 Authorised (No. in lakhs) 1.0 (31 March 2015: 1.0) Equity shares of Rs. 10/ each Issued, Subscribed & Paid Up(No. in lakhs) 0.5 (31 March 2015: 0.5) Equity Shares of Rs.10/ each 10.00 10.00 5.00 5.00 Total 5.00 5.00 Reconciliation of the shares outstanding at the beginning and at the end of the reporting period Equity shares Particulars 31 March 2016 31st March 2015 No. in lakhs Rs. in lakhs No. in lakhs Rs. in lakhs Shares outstanding at the beginning of the year 0.50 5.00 0.50 5.00 Shares issued during the year Shares bought back during the year Shares outstanding at the end of the year 0.50 5.00 0.50 5.00 Details of shareholders holding equity shares more than 5% in the company Name of the shareholder 31 March 2016 No. (in lakhs) of % of holding shares held 31st March 2015 No. (in lakhs) of % of holding shares held Equity shares of Rs 10 each fully paid Brigade Enterprises Limited 0.50 100.00 0.50 100.00

BRIGADE INFRASTRUCTURE AND POWER PVT.LTD. Notes to the financial statement Note 5 Reserves and surplus Particulars 31 March 2016 (Rs. In lakhs) 31 March 2015 a. Surplus (Deficit) in the statement of profit and loss Deficit at the beginning of the reporting period (37.38) (36.90) Add: Profit/(Loss) for the current year (0.43) (0.38) Less: Transitional adjustement on account of depreciation (net of tax) (0.09) Net surplus/(deficit) in the statement of profit and loss (37.81) (37.38) Total of reserves and surplus (37.81) (37.38) Note6Trade Payables (Rs. In lakhs) Particulars 31 March 2016 31 March 2015 Payable to related parties Audit fee payable 37.64 0.14 37.64 0.14 Total 37.78 37.78

BRIGADE INFRASTRUCTURE AND POWER PVT.LTD. Notes to the financial statements Note 7 Fixed assets f Rs. In lakhs1 Gross block Accumulated depreciation/amortisation Net block SI. No. Assets Revised Useful life Balance as at 1April2015 Additions Disposals Balance as at 31March2016 Balance as at 1 April2015 Transfer to reserve Charge for the year On disposals Balance as at 31 March2016 Balance as at 31March 2016 Balance as at 31March2015 a. Tangible assets Office equipments 0.23 0.23 0.22 0.22 0.01 0.01 Grand Total 0.23 0.23 0.22 0.22 0.01 0.01

BRIGADE INFRASTRUCTURE AND POWER PVT.LTD. Notes to the financial statements Note 8 Cash and bank balances Particulars 31st March 2016 (Rs. In lakhs) 31st March 2015 Balances with banks: In current accounts 4.96 5.39 Total 4.96 5.39 Note9Other expenses (Rs. In lakhs) Particulars For the year ended 31st March 2016 For the year ended 31st March 2015 Legal and Professional Charges 0.24 0.17 Audit Fees 0.16 0.17 Rates & Taxes 0.02 0.03 Miscellaneous expenses 0.01 0.01 Total 0.43 0.38

BRIGADE INFRASTRUCTURE & POWER PVT LTD Schedule for Significant Accounting Policies & Notes on Accounts for the year ending 31 st March 2016 1. COMPANY OVERVIEW: Brigade Infrastructure & Power Private Limited was incorporated on 1 st October, 2007 to carry on the business of infrastructure development and power generation and allied activities. It is yet to commence commercial activities. 2. Basis for Preparation of Financial Statements: The Financial statements are prepared under the historical cost convention, in accordance with generally accepted accounting principles in India and comply with the Accounting Standards notified under section 133 of the Companies Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules 2014. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year, except for the change in accounting policy explained below. 2.1 Summary of significant accounting policies (a) Revenue Recognition: The company has not carried out any commercial activities during the year. Hence revenue recognition from operations does not arise. (b) Expenditure: Expenses are accounted on the accrual basis and provisions are made for all known losses and liabilities. (c) Events occurring after the date of Balance Sheet Material events occurring after the Balance Sheet are taken into cognizance. (d) Tangible Fixed Assets: Fixed assets are stated at cost of acquisition or construction, including any cost attributable to bringing the assets to their working condition for their intended use, less accumulated depreciation. (e) Provision for Taxation: Page 1 of 4

BRIGADE INFRASTRUCTURE & POWER PVT LTD Schedule for Significant Accounting Policies & Notes on Accounts for the year ending 31 st March 2016 Current year income tax, if any, is accounted based on the tax payable method. A provision is made for income tax annually based on the tax liability computed, after considering tax allowances and exemptions. (f) Impairment of Assets: At the end of each year, the Company determines whether a provision should be made for impairment loss on fixed assets by considering the indications that an impairment loss may have occurred in accordance with Accounting Standard 28 "Impairment of Assets" issued by the Institute of Chartered Accountants of India, if the carrying amount of fixed assets exceeds the recoverable amount on the reporting date, the carrying amount is reduced to the recoverable amount. The recoverable amount is measured as the higher of the net selling price and the value in use determined by the present value of estimated future cash flow. (g) Provisions: Provisions are recognized when the Company has a present legal obligation, as a result of past events, for which it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made for the amount of the obligation. These are reviewed at each balance sheet date and adjusted to reflect the current management estimate. (h) Cash flow statement: Cash Flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a noncash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating; financing and investing activities of the Company are segregated. 3. NOTES ON ACCOUNTS (forming an integral part of accounts) 3.1. Auditor's Remuneration: Auditor's remuneration debited to Profit & Loss Account during the year is as follows: Particulars 201516 ' 201415 Audit Fee 0.16 0.17 (Rs. in Lakhs) Page 2 of 4

BRIGADE INFRASTRUCTURE & POWER PVT LTD Schedule for Significant Accounting Policies & Notes on Accounts for the year ending 31 st March 2016 3.2. Related Party Disclosures: Related party disclosures, as required by AS 18 "Related Party Disclosures" are given below: Holding Companies Subsidiary Companies Associate of Holding Company Fellow subsidiaries Other related parties where common control exists Enterprises Owned or Significantly influenced by KMP Directors Brigade Enterprises Ltd. Nil Tandem allied services private limited Brigade hospitality services limited., Brigade tetrarch private limited., Brigade estates and projects private limited., Brigade properties private limited., WTC trades and projects private limited., Orion mall management company limited., Prosperita hotel ventures limited Brooke fields real estates & projects private Limited., Perungudi real estates private Limited Brigade (Gujarat) projects private limited BCV developers private limited Celebrations catering and events LLP Nil Mysore Holdings private limited Brigade foundation trust M R Jaishankar (HUF) Mr. M. R. Jaishankar Ms. Githa Shankar Ms. Nirupa Shankar Transactions with subsidiaries, associates, fellow subsidiaries and Key Managerial Personnel and Relatives are as follows: (Rs. in Lakhs.) Related Party Year Ended Amount Payable Brigade Enterprises 31Mar16 37.64 Ltd 31Mar15 37.64 Page 3 of 4

BRIGADE INFRASTRUCTURE & POWER PVT LTD Schedule for Significant Accounting Policies & Notes on Accounts for the year ending 31 st March 2016 3.3. Earnings per Share: Year ended Particulars March 31, March 31, 2016 2015 Net Profit / (Loss) for the year (Rs. In Lakhs) (0.43) (0.38) Number of shares used in computing earnings per share of face value Rs.10/ each 50,000 50,000 Basic & Diluted (in Rs.) (0.86) (0.76) 3.4. Details are provided to the extent applicable to the Company for the current year. 3.5. Previous year figures have been regrouped and reclassified wherever necessary. For Narayanan, Patil & Ramesh Chartered Accountants Firm Reg No. 002395S Udaykumar Shiv Patil Partner Membership No. 200/25589 1.7t For Brigade Infrastructure & Power Pvt. Ltd., U t.4,_ rector 49A) elkyv JA/N.J Gitfia Shankar Director Place: Bangalore Date : 3 rd May, 2016 Page 4 of 4