1. We have audited the accompanying financial statements of Prime Urban Development India Ltd(the “Company”), which comprise the
Balance Sheet as at 31st March, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in
Equity and the Statement of cashflows for the year then ended, and notes to the financial statements, including a summary of the significant
accounting policies and other explanatory information. (Here in after referred to as “Standalone financial statements”).

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements
for the year ended 31st March,2025 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 of the company as at 31st March, 2025, and Profit, changes in
equity and its cash flows for the year ended on that date.

Basis for Opinion:

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our
responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section
of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of
India together with the ethical requirements that are relevant to our audit of the Standalone financial statements under the provisions of the
Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinionon
the Standalone Financial Statements.

Key Audit Matters:

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the
current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.

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

5. The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information
included in the Annual Report but does not include the standalone financial statements and our auditor’s report thereon.The annual report is
expected to be made available to us after the date of this Auditor’s Report.

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

7. In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course
of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements:

8. The Company’s Board of Directors is responsible for thematters 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 andfair view of the financial position, financial performance, changes in equityand
cash flows in accordance with the accounting principles generallyaccepted in India, including the Indian Accounting Standards(Standalone)
specified under section 133 of the Act read with Companies (Indian Accounting Standards) Rules,2015, as amended. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making
judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of 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.

9. I n preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends
to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

10. The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements:

11. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but
is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.

12. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We
also:

(i) Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.

(ii) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstanc¬
es. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls system in place and the operating effectiveness of such controls.

(iii) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made
by management.

(iv) Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to
the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to
cease to continue as a going concern.

(v) Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that achieves fair presentation.

13. Materiality is the magnitude of misstatements in the Standalone financial statements that, individually or in aggregate, makes it probable that
the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality
and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any
identified misstatements in the financial statements.

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

15. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding indepen¬
dence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.

16. From the matters communicated with those charged with governance, we determine those matters that were of most significancein the audit of
the standalone financial statements of the current period and are therefore the key audit matters. We describethese matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in extremelyrare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequencesof doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

Emphasis of Matters

17. In the books of Prime Mall Developers, a firm in which the Company is 50% partner, the contract for construction of Mall/Commercial space
entered with M/s. Reliance Prolific Traders Pvt. Ltd in 2007 has been cancelled on 31.08.2024 resulting in advance received from them
amounting to Rs.27.19 crores being forfeited. The Firm is keeping the advance received from M/s. Reliance Prolific Traders Pvt as such in the
books pending Arbitration proceedings before Hon’ble Madras High Court and the same will happen later.

Report on Other Legal and Regulatory Requirements:

18. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub section
(11) of section 143 of the Companies Act, 2013, we give in “Annexure - A” a statement on the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable

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

a) We have sought and obtained all the informationand explanations which to the best of our knowledgeand belief were necessary for the
purposes of ouraudit.

b) In our opinion, proper books of account as requiredby law have been kept by the Company so far as itappears from our examination of
those books.

c) The Balance Sheet, the Statement of Profit andLoss (Including Other Comprehensive Income), Statement of Changes in Equity and the
Statement of Cash Flowdealt with by this Report are inagreement with the books of account.

d) In our opinion, the aforesaidStandalone financial statements comply with the Indian Accounting Standards specified under Section 133 of
the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

e) On the basis of written representations received from the directors as on 31st March 2025 taken on record by the board of directors, none
of the directors are disqualified as on 31stMarch2025 from being appointed as directors in terms of section 164(2) of the Act.

f) With respect to the adequacy of the Internal Financial Controls with reference to financial statements of the Company and the operating
effectiveness of such controls, refer to our separate report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company’s internal financials controls with reference to financial statements.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act,
as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to
its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included inthe Auditor’s Report in accordance with Rule 11 ofthe Companies (Audit and Auditors)
Rules, 2014, as amended, inour opinion and to the best of our information andaccording to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone financial statements.

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in

the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in
the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to
our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and
(b) above, contain any material misstatement.

v. The Company did not declare or paid any dividend during the year.

vi. The Company has used such accounting software for maintaining its books of account which has a feature of recording audit trail (edit log)
facility and the same has been operated throughout the year for all transactions recorded in the software. Further, during the course of audit
we did not come across any instance of the audit trail feature being tampered with.The Company is in Compliance with thepreservation of
audit trial as per statutory requirements for record retention.

For L.U.Krishnan & Co.

Chartered Accountants
FRN - 001527S

P K Manoj

Place: Chennai Partner

Date: 29.05.2025 Membership No.207550

UDIN: 25207550BMJDIN9533