SKIL Infrastructure Ltd Auditors Report.

TO THE MEMBERS OF SKIL INFRASTRUCTURE LIMITED Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS Financial Statements of Skil Infrastructure Limited ("the Company"), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant policies and other explanatory information.

Managements Responsibility for the Standalone Ind AS Standalone Ind AS Financial Statements

The Companys Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind AS Standalone Financial Statementsthatgive financialposition, trueandfairviewofthe financial performance, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India (Indian GAAPs), including Indian Accounting Standards(IndAS)specifiedunder 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 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 standalone Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these standalone Ind AS 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 thereunder.

We conducted our audit in accordance with the Standards on Auditing 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 standalone Ind AS Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Standalone Ind AS Financial Statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companys preparation of the Standalone Ind AS Financial Statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Companys Directors, as well as evaluating the overall presentation of the Standalone Ind AS 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 Ind AS Financial Statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS 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; of the state of affairs (Financial Position) of the company as at 31st March

,2018 and its loss (Financial Performance including other comprehensive income), its cash flow and the changes in equity for the year ended on that date.

Report on other Legal and Regulatory Requirements

1) As required by the Companies (Auditors Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in "Annexure A" a statement on matters specified in Paragraph 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 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.

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

d) In our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the Indian 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, 2018, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2018, 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 financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". g) With respect to the other matters included in the Auditors Report and to our 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 financial position ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses iii. There were no amounts which required to be transferred, to the Investor Education and Protection Fund by the Company.

For Kailash Chand Jain & Co.
Chartered Accountants
Firm Reg. No: 112318W
Saurabh Chouhan
Partner
Membership No. 167453
Place : Mumbai
Date : 28.05.2018

Annexure A to the Independent Auditors Report

The Annexure referred to in our report to the members of SKIL Infrastructure Limited ("the Company") for the year Ended on 31st March, 2018. We report that:

1. (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All the fixed assets has been physically verified by the management during the year which in our opinion is reasonable having regard to the size of the company and nature of its fixed assets and no material discrepancies were noticed on such physical verification.

(c) Based on our audit procedures performed for the purpose of reporting the true and fair view of the Standalone Ind AS Financial Statements and according to the information and explanations given by the management, the title deed of immovable properties are held in the name of the company.

2. The Company doesnt have any inventory, hence the clause of the Para 3 (ii) is Not Applicable.

3. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. And hence the clause of the Para 3 (iii) (a), (b) and (c) is not applicable.

4. In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.

5. According to information and explanation given to us, the company has not accepted any public deposits, and hence the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the

Companies Act and the rules framed there under are not applicable for the year under audit.

6. We have been informed by the management that the Central Government has not prescribed maintenance of cost records for the Company under sub-section (1) of section 148 of the Companies Act, 2013. Therefore the provision of clause (vi) of para 3 is not applicable.

7. a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the company is generally regular in depositing the undisputed statutory dues including provident funds, goods and service tax and other material statutory dues applicable with the appropriate authorities. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2018, for the period of more than six months from the date becoming payable except the following.

Particulars Amount in lacs
Income tax(TDS) Rs. 398.22
Income tax liability Rs. 224.82
Intrest payable on TDS Rs. 671.66
Stamp duty payable Rs. 2500.00
Total Rs. 3780.25

(b) According to the information and explanations given to us there are no dues of Income Tax, Wealth Tax, Goods and Service Tax , Customs Duty, Excess Duty, VAT, Goods and Service tax and cess on account of any dispute which have not been deposited except in certain cases. The disputed statutory dues aggregating to Rs. 7778.00 Lacs have not been deposited on account of disputed matters pending before the appropriate authorities as under

Name of the Statue Nature of the dues Year Amount (Rs. in lacs) Forum where dispute is pending
Income Tax Act, 1961 Income Tax Regular assessment dues Assessment Year 2009-10 33.00 ITAT (Appeals)- Mumbai
Income Tax Act, 1961 Income tax block assessment dues Assessment Year 2009-10 352.00 CIT (Appeals)- Mumbai
Income Tax Act, 1961 Income Tax Regular assessment dues Assessment Year 2010-11 172.00 ITAT (Appeals)- Mumbai
Income Tax Act, 1961 Income tax block assessment dues Assessment Year 2010-11 621.00 ITAT (Appeals)- Mumbai
Income Tax Act, 1961 Income Tax regular assessment dues Assessment Year 2011-12 180.00 ITAT (Appeals)- Mumbai
Income Tax Act, 1961 Income tax block assessment dues Assessment Year 2011-12 155.00 CIT (Appeals)- Mumbai
Income Tax Act, 1961 Income tax block assessment dues Assessment Year 2012-13 77.00 CIT (Appeals)- Mumbai
Income Tax Act, 1961 Income tax block assessment dues Assessment Year 2013-14 430.00 ITAT (Appeals)- Mumbai
Income Tax Act, 1961 Income Tax Regular assessment dues Assessment Year 2014-15 1420.00 CIT (Appeals)- Mumbai
Income Tax Act, 1961 Income Tax Regular assessment dues Assessment Year 2015-16 2770.00 CIT (Appeals)- Mumbai
Maharashtra Stamp Act Penalty on Stamp Duty Assessment Year 2015-16 1568.00 High Court
Total 7778.00

8. According to the records of the company examined by us and the information and explanations given to us by the Management, we are of the opinion that as on 31st March 2018, the Company has not defaulted in repayment of dues to banks, financial institutions and debenture holders except for amount payable to banks aggregating to Rs. 31,976.15 Lacs/-.

The lender wise details are tabulated as under:

Sr. Particulars no. Principal Default (Rs.in Lacs) Period of default since Interest Default (Rs. in Lacs) Period of default since
1 Loan From Central Bank of India_II 7,845.62 Sep-15 3,109.89 Sep-15
2 Loan From Union Bank of India 575.14 Mar-16 99.81 Apr-17
3 Loan From Central Bank of India_III 5,000.00 Mar-16 2,057.92 Jul-15
4 Loan From IDBI Bank - 818.58 Nov-16 - -
0701673100000028-CC
5 Loan From IDBI BANK-1 2493.97 Oct-16 - -
6 Loan From IDBI FITL I BANK-2 18.06 Sep-16 Mar-17
7 Loan From IDBI BANK FITL II-3 6.81 Oct-15 16.90 Mar-17
8 Loan from Reliance Commercial 9000.00 June -17 933.45 May-17
Total 25,758.18 6,217.97

9. In our opinion, and according to the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including Debt Instruments) and term loans applied for the purpose for which they were raised, Therefore the provision of clause (ix) of para 3 is not applicable 10. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

11. Based on our audit procedures performed for the purpose of reporting the true and fair view of the Standalone Ind AS Financial Statements and according to the information and explanations given by the management, we report that the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

12. The company is not a Nidhi Company. Therefore the provision of clause (xii) of para 3 is not applicable.

13. In our opinion, and according to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Standalone Ind AS Financial Statements etc, as required by the applicable Ind accounting standard.

14. In our opinion, and according to the information and explanations given to us, the Company has not made any preferential allotment or private placements of shares or fully or partly convertible debentures under review. Therefore the provisions of clause (xiv) of para 3 is not applicable.

15. The company has not entered into any non-cash transactions with directors or persons connected with him. Therefore the provision of clause (xv) of para 3 is not applicable.

16. In our opinion, 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. Therefore the provision of clause (xvi) of para 3 is not applicable.

For Kailash Chand Jain & Co.
Chartered Accountants
Firm Reg. No: 112318W
Saurabh Chouhan
Partner
Membership No. 167453
Place : Mumbai
Date : 28.05.2018

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF SKIL INFRASTRUCTURE LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting ofSKIL INFRASTRUCTURE LIMITED ("the Company") as of March 31, 2018 in conjunction with our audit of the Standalone Ind AS Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the

Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of

India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the CompaniesAct, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We have conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting

(the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the

Companies Act, 2013, to the extent applicable to an audit of internal financial controls and as issued by the Institute of Chartered

Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining reporting, assessing the risk that a material weakness exists, and testing anunderstandingofinternalfinancial and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting internal financial control over financial reporting may become inadequate because of changes in conditions, or 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 given to us , the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the

Company considering the essential components of internal control stated in the Guidance Note.

For Kailash Chand Jain & Co.
Chartered Accountants
Firm Reg. No: 112318W
Saurabh Chouhan
Partner
Membership No. 167453
Place : Mumbai
Date : 28.05.2018