Auditor Report of Heads UP Ventures Ltd.

Mar 31, 2025

A. We Have Audited the Accompanying Financial Statements of HEADS UP VENTURES
LIMITED (“the Company”), which comprises the Balance Sheet as at March 31, 2025, the
Statement of Profit and Loss, the Statement of Cash Flows for the year ended on that date
and a summary of Significant Accounting Policies and Other explanatory information
(hereinafter referred to as “the Financial Statement”).

B. In our opinion and to the best our information and according to the explanations given to
us, the aforesaid financial Statements give the information required by the companies Act,
2013 (“the Act”) in the Manner so required and give true and fair view in conformity with
the accounting standards prescribed under Section 133 of the Act read with the
companies (Accounting Standard) Rules, 2015, as amended, (“AS”) and other accounting
principles generally accepted in India;

i) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2025;

ii) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

2. Basis for Opinion:

We Conducted our audit of the financial statements in accordance with the standards on
Auditing Specified under Section 143(10) of the Act (SAs). Our responsibilities under those
Standards are Further Described in the Auditor''s Responsibility 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 (ICAI) together
with the independence requirements that are relevant to our audit of the financial statements
under the provision of the Act and Rules made there under, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the ICAI''s code of Ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our audit opinion on the Financial Statements.

3. Emphasis of Matter Paragraph

Without qualifying our Opinion, we draw attention that the Company has not made
provision for gratuity of employees for the year ended as on 31^st March, 2025 hence it
has not complied with provision of Accounting Standard-15 “Employees Benefit” issued
by ICAI.

4. Management''s Responsibility for the Financial Statements:

A. 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 Indian Accounting standards
Prescribed under Section 133 of the Act. This Responsibility also includes Maintenance
of Adequate Accounting Records in Accordance with the for 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 Presentation of the Financial
Statements give a true and fair view and are free from material misstatement, whether
due to fraud or error.

B. In Preparing the Financial Statement, 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. The Board of Directors are Responsible for Overseeing
the Company''s Financial Reporting Process.

5. Auditor''s Responsibility for the Financial Statement:

A. Our Responsibility is to express an Opinion on these Financial statements based on our
Audit. In Conducting 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 Rules made there under.

B. 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 is 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.

C. As part of an Audit in accordance with SAs, we exercise Professional judgment and
maintain Professional skepticism 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 financial relevant to the audit in order to
design audit procedures that are appropriate in the circumstances but not for
the purpose of expressing an opinion on the effectiveness of the Company''s
internal control systems.

iii. Evaluate the Appropriateness of Accounting Policies used and the
Reasonableness of Accounting Estimates and Related Disclosures made by the
Management.

iv. Conclude on the Appropriateness of Managements 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 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.

D. Materiality is the magnitude of misstatements in the 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 factor in (i) planning the scope of our

audit work and in evaluating the results of our work and qualitative results of our work;
and (ii) to evaluate the effect of any identified misstatements in the financial statements.

E. 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.

F. We also provide those Charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matter than may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

G. From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We describe these matters in our
auditor''s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.

II. Report on other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”) issued by

the Central Government of India in terms of section 143(11) of the Act, we give in the

“Annexure A”, a Statement on the matters Specified in paragraphs 3 and 4 of the

Order.

2. As required by section 143 (3) of the Act, based on our audit, 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. The Balance sheet, the statement of Profit and Loss, Statement of Changes in
Equity and the Statements of Cash Flow dealt with by this report are in agreement
with the books of account.

D. In our opinion, the Aforesaid standalone 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 the written representations received from the directors as on
March 31, 2025 taken on record by the Board of Directors, none of the directors
is disqualified as on March 31, 2025 from being Appointed as a director is 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 to be included in the Auditor''s Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rule. 2014, as
amended in our opinion and to the best of our information and according to the
explanation given to us:

i. The Company does not have any pending litigation which would impact its
financial position.

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

iii. There has been no delay in transferring amounts, required to be transferred,
to the Investor Education and Protection Fund by the Company.

iv. Based on our Examination, which included test checks, the company has used
accounting software for maintaining its books of account for the financial year
ended March 31, 2025 which has a feature of recording Audit Trail (edit log)
facility. However, the same has not been operated throughout the year for all
relevant transactions recorded in the software.

For, J Singh & Associates
Chartered Accountantes
FRN : 110266W

Amit Joshi

Partner

M. No.: 120022

Date: 13^th May, 2025
UDIN: 25120022BMIJZE7228

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Mar 31, 2024

We were engaged to audit the accompanying financial statements of Heads UP Ventures Limited ("the Company"), which
comprise the balance sheet as at 31 March 2024 and the statement of profit and loss (including other comprehensive income),
statement of changes in equity and statement of cash flows for the year then ended and notes to the financial statements,
including a summary of the significant accounting policies and other explanatory information.

We do not express an opinion on the accompanying financial statements of the Company. In view of the significance of the
matter described in the "Basis for Disclaimer of Opinion" section of our report, we have not been able to obtain sufficient
appropriate audit evidence regarding whether the use of going concern assumption is appropriate or not. Therefore, we
are unable to conclude as to whether the aforesaid financial statements are presented in accordance with the applicable
accounting standards and other recognized accounting practices and policies.

Basis for Disclaimer of Opinion

We draw attention to Note No.8 in the standalone financial statement for the payment of Inter-corporate deposits (ICD) given
to Milgrey Finance & Investment Limited amounting to Rs.619.50 Lakhs and to Pro Fin Capital Services Limited amounting to
Rs.130.00 Lakhs both outstanding as on 31^st March, 2024. Our review of these transactions however noted that adequate and
appropriate process for KYC verification, related correspondences made with respective party and in obtaining other relevant
documentation has not been followed, although parties have confirmed balances as on 31^st March, 2024. However, we are
unable to determine the authenticity of these transactions.

We draw attention to Note No. 37 of the standalone financial statements regarding preparation of the financial statements
on going concern basis. Although the Company had launched its new brand "HUP" and had some initial business but no
major success has been achieved. In fact, company has sold all merchandise stocks of the new brand as stock clearance
sales during the current year and has no further plans (i.e. no purchase / sales orders) of carrying out business. As we are
unable to obtain sufficient and appropriate audit evidence about future business transaction thereof and based on its current
business operations, we are of the view that the Company has ceased to be a going concern. The Management and the Board
of Directors however believes that the Company will be able to meet all its existing contractual obligations and liabilities as
they fall due in near future and therefore these standalone financial statements are prepared based on going concern basis.

We draw attention to Note No.38 of the standalone financial statement regarding outstanding amount of Rs.347.33 lakhs from
Texwiz Private Limited., wherein neither balance confirmation has been received from the party nor any provisions has been
made in the financial statements, despite amounts being outstanding for more than two years.

Emphasis of Matter

We draw attention to Note No. 39 of the standalone financial statements regarding Cheque of Rs.68.54 lakhs drawn of ICICI
Bank dated 30^th March 2024 from its director regarding balance outstanding of Security Deposit Amount. The said cheque is
yet to be deposited / encashed hence being shown as Cheque in Hand as of 31^st March 2024.

Our opinion is not modified in respect of this matter.

Information Other than the Standalone financial statements and Auditor''s Report thereon

The Company''s Board of Directors is responsible for other information. Other information comprises the information included
in the Annual Report but does not include the Standalone financial statements and our auditor''s report thereon.

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

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 in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information obtained prior to the date of this auditor''s report, 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.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Companies Act, 2013 (Act'')
with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial
performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted
in India, including the Indian Accounting Standards specified under section 133 of the Act. 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 judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls that were operating effectively for ensuring 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.

In preparing the financial statements, the Management and Board of Directors are 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

Our responsibility is to conduct an audit of the Company''s financial statements in accordance with Standards on Auditing and
to issue an auditor''s report. However, because of the matter described in the Basis for Disclaimer of Opinion section of our
report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial
statements.

We are independent of the Company in accordance with the Code of Ethics and provisions of the Act that are relevant to our
audit of the financial statements in India under the Act, and we have fulfilled our other ethical responsibilities in accordance
with the Code of Ethics and the requirements under the Act.

Report on Other Legal and Regulatory Requirements

(i) As required by the Companies (Auditors'' Report) Order, 2020 ("the Order") issued by the Central Government in terms of
section 143 (11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs of the Order,
to the extent applicable.

(ii) (A) As required by section 143(3) of the Act, read with the paragraph related to Basis for Disclaimer of Opinion, 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 it appears
from our examination of those books.

c) The balance sheet, the statement of profit and loss (including other comprehensive income), the statement of
changes in equity and the statement of cash flows dealt with by this Report are in agreement with the books of
account.

d) Due to the possible effects of the matter described in the Basis of Disclaimer Opinion paragraph, we are unable to
state whether the aforesaid financial statements comply with the accounting standards specified under section
133 of the Act.

e) The matter described in Basis for Disclaimer of Opinion paragraph could have an adverse effect on the functioning
on the Company.

f) On the basis of the written representations received from the directors as on 31 March 2023 taken on record
by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a
director in terms of section 164(2) of the Act.

g) 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"

(B) With respect to the other matters to be included in the Auditors'' Report in accordance with Rule 11 of the Companies
(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:

a) The Company has disclosed the impact of pending litigations on its financial position in its financial statements
as at 31 March 2024. Refer Note 35 to the financial statements.

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

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

d) (i) The management has represented that, to the best of its knowledge and belief, no funds 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 persons or entities, including foreign entities ("intermediaries"), with the
understanding, whether recorded in writing or otherwise, that the intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
("Ultimate Beneficiaries") by or on behalf of the company or

• provide any guarantee, security or the like to or on behalf or Ultimate Beneficiaries;

(ii) The management has represented that, to the best of its knowledge and belief, no funds have been
received by the company from any person or entities, including foreign entities ("Funding parties"), with the
understanding, whether recorded in writing or otherwise, that the Company shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
("Ultimate Beneficiaries") by or on behalf of the Funding Party or

• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

• Based on such audit procedures as 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
(d)(i) and (d)(ii) contain any material misstatement; and

e) During the year company has not declared any dividend in compliance to section 123 of the Act.

f) Based on our examination which included test checks, the Company has used accounting software for maintaining
its books of account for the year ended 31^st March, 2024 which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the year for all relevant transactions recorded in the software.
Further, during the course of our audit, we did not come across any instance of the audit trail feature being
tampered.

(c) With respect to the matter to be included in the Auditors'' Report under section 197(16) of the Act:

(i) In our opinion and according to the information and explanations given to us, the remuneration paid by the
Company to its directors during the current year is in accordance with the provisions of section 197 of the Act.
The remuneration paid to any director is not in excess of the limit laid down under section 197 of the Act. The
Ministry of Corporate Affairs has not prescribed other details under section 197(16) of the Act which are required
to be commented upon by us.

For, Ram Agarwal & Associates

Chartered Accountants
Firm Registration Number. 140954W

Rammahesh Agarwal

Partner

Membership Number. 110146
UDIN: 24110146BKGUWD8507

Place : Mumbai
Date : 09-05-2024

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Mar 31, 2018

Report on the Audit of the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of The Mandhana Retail Ventures Limited (“the Company”), which comprise the Balance sheet as at 31 March 2018, the Statement of profit and loss, the Statement of changes in equity and the Statement of cash flows for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “Ind AS financial statements”).

Management’s Responsibility for the Financial Statements (prepared as per Ind AS)

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 state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records for safeguarding the assets of the Company and for preventing and detecting 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 controls 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.

In preparing the Ind AS 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.

Auditor’s Responsibility

Our responsibility is to express an opinion on these 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 of the Ind AS financial statements 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 Ind AS financial statements are free from material misstatement.

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

We are also responsible to 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 entity’s ability to continue as going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the Ind AS financial statements or, if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of auditor’s report. However, future events or conditions may cause an entity to cease to continue as a going concern.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us these 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 its profit and other comprehensive income, changes in equity and its cash flows for the year ended 31 March 2018.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (‘the Order’), issued by the Central Government of India in terms of Section 143 (11) of the Act, we give in “Annexure A”, a statement on the matters specified in the paragraphs 3 and 4 of the Order.

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) i n our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) the Balance sheet, the Statement of profit and loss, the Statement of cash flows and the Statement of changes in equity dealt with by this report are in agreement with the books of account;

(d) i n our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act;

(e) on the basis of the written representations received from the directors as on 31 March 2018 and taken on record by the board of directors, none of the directors are 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 with reference to the financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”; and

(g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company doesn’t have any pending litigations which would impact its financial position;

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; and

iv. the disclosures regarding details of specified bank notes held and transacted during 8 November 201 6 to 30 December 201 6 has not been made since the requirement does not pertain to financial year ended 31 March 2018.

With reference to the Annexure A referred to in the Independent Auditor’s Report to the members of the Company on the Ind AS financial statements for the year ended 31 March 2018, we report the following:

(i) (a) According to the information and explanation given to us, the Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all the fixed assets are verified annually. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. In our opinion and according to information and explanations given to us, no material discrepancies were noticed upon such verification during the year.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties of buildings as disclosed in Note 3 to the Ind AS financial statements, are held in the name of the Company.

(ii) The inventory, except for stocks lying with third parties, has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. In respect of stocks lying with third parties at the year-end, written confirmations have been obtained. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) According to the information and explanations given to us the Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 (‘the Act’). Accordingly, paragraphs 3 (iii) (a), (b) and (c) of the Order are not applicable to the Company.

(iv) According to the information and explanation given to us, the Company has not granted any loans, made any investments or provided any guarantees or security to the parties covered under Section 185 and 186 of the Act.. Accordingly, paragraph 3(iv) of the Order is not applicable to the Company.

(v) According to the information and explanations given to us, the Company has not accepted deposits as per the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Accordingly, paragraph 3 (v) of the Order is not applicable to the Company.

(vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act for any of the products of the Company. Accordingly, paragraph 3(vi) of the Order is not applicable to the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund, employees state insurance fund, profession tax, income-tax, duty of customs, value added tax, goods and service tax, cess and other material statutory dues have been regularly deposited during the year with the appropriate authorities, except in case of advance income tax where there are significant delays.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees state insurance fund, profession tax, duty of customs, value added tax, goods and service tax, cess and other material statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they became payable except for the following dues of income-tax.

Name of the statute	Nature of dues	Amount in Rs. Lakh	Assessment year	Due date
Income-tax Act, 1961	Advance tax for the quarter ended 30 June 2017	27	2018-19	Not Paid
Income-tax Act, 1961	Advance tax for the quarter ended 30 September 2017	54	2018-19	Not Paid
Income tax Act, 1961	Advance tax for the quarter ended 31 December 2017	54	2018-19	Not Paid

The total advance tax pertaining to AY 2018-19 for Rs.130 Lakh is yet to be deposited with the relevant authorities

(b) According to the information and explanations given to us, there are no dues of income-tax, value added tax, duty of customs, goods and service tax and other material statutory dues which have not been deposited with the appropriate authorities on account of any dispute.

(viii) According to the information and explanations given to us, the Company has not defaulted in repayment of loans to bank. The Company did not have any dues to any financial institutions and nor it has issued any debentures during the year. Accordingly, paragraph 3(iv) of the Order is not applicable to that extent to the Company.

(ix) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) and has not obtained any term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable to the Company.

(x) 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 by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the management.

(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company and the Nidhi Rules, 2014 are not applicable to it. Accordingly, paragraph 3 (xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable. The details of such related parties transactions have been disclosed in the Ind AS financial statements as required under Indian Accounting Standard (Ind AS 24), Related Party Disclosures specified under Section 133 of the Act, read with Rule 4 of the Companies (Accounts) Rules, 2015, as amended.

(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, paragraph 3 (xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3 (xv) of the Order is not applicable to the Company.

(xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3 (xvi) of the Order is not applicable to the Company.

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 with reference to the financial statements of The Mandhana Retail Ventures Limited (“the Company”) as of 31 March 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal controls with reference to financial statements criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance note”) issued by the Institute of Chartered Accountants of India (“ICAI”). 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 Company’s 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 Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143 (10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. 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 with reference to financial statements 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 with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controls based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS 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 Company’s internal financial control system with reference to financial statements.

Meaning of Internal Financial Controls with reference with Financial Reporting

A company’s internal financial controls with reference to financial statements 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 company’s internal financial controls with reference to financial statements 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference with Financial Reporting

Because of the inherent limitations of internal financial controls with reference to financial statements, 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 with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements 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, the Company has, in all material respects, an adequate internal financial control system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at 31 March 2018, based on the internal controls with reference to financial statements criteria established by the Company considering the essential components of internal controls stated in the Guidance Note issued by ICAI.

For B S R & Co. LLP

Chartered Accountants

Firm’s Registration No: 101248W/W-100022

Rishabh Kumar

Place: Mumbai Partner

Date: 28th May, 2018 Membership No: 402877