1.  We have audited the attached Balance Sheet of Agre Developers
 Limited (Formerly Known as Future Mall Management Limited) as at March
 31, 2011 and also the Profit and Loss Account and the Cash Flow
 Statement for the year ended on that date annexed thereto. These
 financial statements are the responsibility of the Company''s
 management. Our responsibility is to express an opinion on these
 financial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 (as
 amended) , issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
 in the Annexure a statement on the matters specified in Paragraphs 4
 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to in Paragraph 3
 above, we report that:
 
 i. We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 ii. 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;
 
 iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report comply with the accounting
 standards referred to in sub-section (3C) of section 211 of the
 Companies Act, 1956.
 
 v. On the basis of the written representations received from the
 directors, as on March 31, 2011, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2011 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Companies Act, 1956.
 
 vi. In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with
 significant accounting policies and other notes to accounts thereon
 give the information required by the Companies Act, 1956, 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 March 31, 2011;
 
 b) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date; and
 
 c) in the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 Re: Agre Developers Limited (''the Company'')
 
 With reference to the Annexure referred to in Paragraph 3 of the report
 of the Auditors to the members of the company for the year ended March
 31, 2011, we report that:
 
 i. (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The Company has physically verified certain assets during the
 period in accordance with a program of verification, which in our
 opinion provides for physical verification of the fixed assets at
 reasonable intervals. Accordingly to the information and explanations
 given to us, no material discrepancies were noticed on such
 verification.
 
 (c) There were no disposals of Fixed Assets during the year.
 
 ii. The Company did not have any inventory. Therefore, provisions of
 Clause (ii) of Paragraph 4 of the Companies (Auditors Report) Order
 2003 (as amended) are not applicable to the company.
 
 iii. As informed, the Company has not granted or taken any loans,
 secured or unsecured from Companies, firms or other parties covered in
 the register maintained under section 301 of the Companies Act, 1956.
 Therefore provisions of clause (iii) of Paragraph 4 of the order are
 not applicable to the company.
 
 iv. 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 nature of its business
 for purchase of fixed assets and for the sale of services. There were
 no transactions for purchase and sale of goods. During the course of
 our audit, no major weakness has been noticed in the internal control
 system in respect of these areas. Further, we have not observed any
 continuing failure to correct major weakness in internal control system
 of the Company.
 
 v. In respect of particulars of contracts or arrangements and
 transactions entered in the register maintained in pursuance of section
 301 of the Companies Act, 1956.
 
 a.  To the best of our knowledge and belief and according to the
 information and explanations given to us, particulars of contracts or
 arrangements that needed to be entered into the register have been so
 entered.
 
 b.  None of the transaction made in pursuance of such contracts or
 arrangements exceed the value of Rupees five lakh in respect of any one
 such party in the financial year.
 
 vi. The Company has not accepted any deposits from the public within
 the meaning of sections 58A and 58AA of the Act and the Companies
 (Acceptance of Deposits) Rules, 1975. Therefore, the provisions of
 clause (vi) of Paragraph 4 of the Order are not applicable to the
 company.
 
 vii. In our opinion, the internal audit functions carried out during
 the year by firms of Chartered Accountants appointed by the management
 have been commensurate with the size of the Company and the nature of
 its business.
 
 viii. To the best of our knowledge and as explained, the Central
 Government has not prescribed maintenance of cost records under clause
 (d) of sub-section (1) of Section 209 of the Act, in respect of
 Company''s products.  Therefore the provision of clause (viii) of
 Paragraph 4 of the Order are not applicable to the Company.
 
 ix. (a) The Company is regular in depositing with appropriate
 authorities undisputed statutory dues including provident fund,
 investor education and protection fund, employees state insurance,
 income-tax, sales- tax, wealth-tax, custom duty, excise duty, cess and
 other material statutory dues applicable to it.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident funds, investor
 education and protection fund, employee''s state insurance, income-tax,
 wealth tax, service tax, sales-tax, customs duty, excise duty, cess and
 undisputed statutory dues were outstanding, at the year end, for a
 period of more than six months from the date they became payable
 
 (c) According to the information and explanations given to us, there
 are no dues of income-tax, sales tax, wealth tax, service tax, custom
 duty, excise duty and cess which have not been deposited on account of
 any dispute.
 
 x. The Company has been registered for a period of less than five years
 and hence we are not required to comment on whether or not the
 accumulated losses at the end of the financial year is fifty per cent
 or more of its net worth and whether it has incurred cash losses in
 such financial year and in the immediate preceding financial year.
 
 xi. The Company has no dues payable to financial institutions, banks
 and debenture holders. Therefore the provision of clause (xi) of
 Paragraph 4 of the Order is not applicable to the Company.
 
 xii. According to the information and explanations given to us, the
 Company has not given any loans and advances on the basis of security
 byway of pledge of shares, debentures and other securities.
 
 xiii. In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund or a nidhi / mutual benefit
 fund / society. Therefore, the provisions of clause (xiii) of Paragraph
 4 of the Order are not applicable to the Company.
 
 xiv. In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments.  Accordingly
 provisions of clause (xiv) of the Order are not applicable to the
 Company.
 
 xv. In our opinion and according to the information and explanations
 given to us, the Company has not given any guarantees for loans taken
 by others from banks or financial institutions. Therefore the
 provisions of clause (xv) of the Order are not applicable to the
 Company.
 
 xvi. The Company did not obtain any term loans during the year.
 Therefore the provisions of clause (xvi) of the Order are not
 applicable to the Company.
 
 xvii. According to information and explanations given to us and on
 overall examination of the Balance Sheet and Cash Flow Statement of the
 Company, we report that no funds raised on short-term basis have been
 used for long-term investment.
 
 xviii.According to the information and explanations given to us, the
 Company has not made any preferential allotments of shares to parties
 or companies covered in the register maintained under section 301 of
 the Companies Act, 1956. Therefore the provisions of clause (xviii) of
 the Order are not applicable to the Company.
 
 xix. The Company did not issue or have any outstanding debentures
 during the year.
 
 xx. The Company has not raised any money by public issues during the
 year. Accordingly, the provisions of clause (xx) of Order are not
 applicable to the Company.
 
 xxi. Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the Company has been noticed or reported during
 the course of our audit.
 
                                                        For NGS & CO;
                                                Chartered Accountants
                                        Firm Registration No. 119850W
 
 
 
                                                       Navin T. Gupta
                                                              Partner 
                                                Membership No : 40334
 Mumbai
 Date: May 26, 2011.