Valuemart Retail Solutions Ltd Auditors Report.

INDEPENDENT AUDITOR

To the Members of,

VALUEMART RETAIL SOLUTIONS LIMITED

Report on the Financial Statements

We have audited the accompanying Financial Statements of VALUEMART RETAIL SOLUTIONS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013 and 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.

Managements responsibility for the Financial Statements

Management is responsible for 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 Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation, and maintenance of internal control 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.

Auditors responsibility

Our responsibility is to express an opinion on these Financial Statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we 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 Auditors judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the Auditor considers internal control relevant to the Companys preparation and fair presentation of the Financial Statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes revaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, 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.

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, the state of affairs of the Company as at March 31, 2013

b) In the case of the Statement of Profit and Loss, the loss for the year ended on that date and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a Statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose 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) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of accounts of the Company.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the Directors as on March 31, 2013, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2013, from being appointed as a Director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

For M/s. SREENIVASAN AND GOVARDHAN

Firm Registration Number: 007168S

Chartered Accountants

K. N. GOVARDHAN

Partner

Membership No. 201442

Place: Bangalore

Date : August 14, 2013

ANNEXURE TO AUDITORS REPORT

(Referred to in paragraph 1 of our Report of Even date)

1. a. The Company has maintained proper records showing particulars including quantitative details and situation of fixed assets.

b. All the Fixed Assets have not been physically verified by the Management during the year but there is regular programme of verification which in our opinion is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification.

c. The Company has disposed-off all its fixed assets during the year under review. However, such disposal does not affect the going concern concept.

2 The Companys nature of operation does not require it to hold any inventory and hence the provisions of clause (ii) are not applicable.

3 a. The Company has taken loans, secured or unsecured from the Companies, firms or other parties covered in the Register maintained under Section 301 of the Company Act 1956. However, nature of the loan is not prima facie prejudicial to the interests to the Company.

b. As per information furnished to us, the Company has not granted any loans to companies covered in the register maintained under Section 301 of the Company Act 1956.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets. The activities of the company do not involve purchase of inventory and the sale of goods. We have not noted any continuing failure to correct major weakness in the internal controls during the course of audit.

5 On the basis of audit procedures performed by us and according to the information and explanations given to us, we are of the opinion that, all transactions in which Directors were interested and all transactions that need to be entered in the register maintained in pursuance of Section 301 of the Act have been so entered.

6 As the Company has not accepted any deposits from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules made thereunder, clause (VI) of the order is not applicable.

7 In our opinion, the Company has no formal internal audit system as such but its internal control procedures ensure reasonable checking of its financial and other records.

8 According to the information and explanations given to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956.

9 The Company is generally regular in depositing with appropriate authorities undisputed statutory due/ applicable to it. There were no arrears as at 31.03.2013 for a period of more than six months from the date they became payable.

10 The Company has an accumulated loss amounting to Rs. 24,95,324/- at the end of the financial year; including cash losses for the current year and in the immediately preceding financial year. However, we are of the opinion that these losses do not materially affect the going concern concept of the Company.

11 The Company has neither taken any loans from financial institutions and banks nor issued any debentures. Accordingly Clause 4(xi) of the order is not applicable.

12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures & other securities, Accordingly Clause 4(xii) of the order is not applicable.

13 The Company is not a Chit fund, nidhi, mutual benefit or a society. Accordingly, Clause 4(xiii) of the order is not applicable.

14 According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other instruments. Accordingly, Clause 4(xiv) of the order is not applicable.

15 According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others, from banks or financial institutions. Accordingly, Clause 4(xv) of the order is not applicable.

16 The Company has not availed any term loans. Accordingly, Clause 4(xvi) of the order is not applicable.

17 According to the information and explanations given to us the Company has not raised any funds on short-term basis. All assets have been funded by shareholders funds.

18 The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Company Act 1956. Accordingly, Clause 4(xviii) of the order is not applicable. However, the Company has allotted 16,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 38/- per share to Non-Promoters and Strategic Investors on 08-02-2013 on a preferential basis.

19 The Company has not issued any debentures. Accordingly, clause (xix) of the order is not applicable to the Company.

20 The Company has not raised any money by way of public issues. Accordingly, clause (xx) of the order is not applicable to the Company.

21 As per the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of audit.

For M/s SREENIVASAN & GOVARDHAN
Firm Registration Number: 007168S
Chartered Accountants
K. N. GOVARDHAN
PLACE: Bangalore Partner
DATE: August 14, 2013 Membership No. 201442