Auditor Report of Meghna Infracon Infrastructure Ltd.

Mar 31, 2025

We have audited the standalone financial statements of Meghna mfracori infrastructure
limited (“the Company”), which comprise the Balance Sheet as at March 31, 2025 the
Statement of Profit and Loss and the Statement of Cash Flows for the year ended on
that date, and a summary of the significant accounting policies and other explanatory

information.

Opinion

In our opinion and to the best of 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 a true and fair view in
conformity with the accounting principles generally accepted in India of the state of
affairs of (he Company as at March 31, 2025, its profit, Change in Equity and its cash
flows for the year ended on that date.

Basis for opinion

We conducted our audit of the financial statements in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Companies Act -

responsibilities under those Standards are further described m the
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
KTofChartered Accountants of India (ICAI) together with the ethical requirements
that are relevant to our audit of the financial statements under the provisions of the Act
and the Rules made there under, and we have fulfilled our other ethical responsibilities
fn accordance with these requirements and the ICAI''s Code of Ethics, We believe tha
the audit evidence we have obtained is sufficient and appropriate to provide a basis fo
our audit opinion on the financial statements.

Emphasis of Matter

We draw your attention to note no. 30 (ii) of the financial statement which describes the
conbngenf Liat^lity. The Assessing Officer of *e fnco^Taxihad passe the or es fo
Assessment year 2018-19 against the Compara^f^^he demand ot Ks 3b.

Ml •it \ cf

Crores. Company has filed the appeal against the Order. The assumption of going
concern is essentially dependent on winning of appeal against this order.

Our conclusion is not modified in respect of this matter.

Key audit matters

Kev audit matters are those matters that, in our professional judgment were of most
sianificance 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.

We have determined that there are no key audit matters to be communicated in our
report.

Information Other than the Financial Statements and Auditor’s Report thereon

The Company''s Board of Directors is responsible for the preparation of the other
information The other information comprises the information included in
Management Discussion and Analysis, Board''s Report Including Annexures to» BoartIs
Rpnorts Business Responsibility Report, Corporate Governance and Shareholders
“ionTHoes hot incJe the financial statements and our auditor''s report

thereon.

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

In connection with our audit of the standalone financial statements I®

to read the other information and, in doing so. consider whether the other infcrmat''on is
materially inconsistent with the financial statements or our knowledge obtained during
CSS or otherwise appears to be materially misstated. If, based on the
work wThave performed we conclude that there is a material misstatement of this other
TnfoLation we^ required to report that fact. We have nothing to report ,n this regard.

Management’s and Board of Directors'' Responsibility for the Standalone

Financial Statements

The Management and Company^ Board

iSSsSH

p_uj_es 2014

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

The 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 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 standalone financial statements.

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

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 controls.

* Obtain an understanding of internal financial controls relevant to the audit in order to
design audit procedures that are appropriate in the circumstances. Under section
143(3)(i) of the Act, 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.

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

• 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 inadeqg^g^^ociify our opinion. Our

offS a/o\4

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.

• 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.

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.

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 matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.

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 (aw 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.

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 sub Section (11) of section 143 of the Act,
we give in the Annexure-A, statement on the matters specified in paragraphs 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 it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement
dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial Statements comply with applicable Ind AS
specified under section 133 of the Companies Act, 2013, read with Rule 7 of the
Companies (Accounts) Rules with the Companies (Indian Accounting Standards) Rules,
2015 and Companies (Indian Accounting Standards) Rules, 2016, as amended from
time to time and other accounting principles generally accepted in India.

e) On the basis of the written representations received from the directors as on March
31, 2025, and 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 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”. Our report expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company''s internal financial controls over financial
reporting.

g) 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 read with Schedule V to the Act.

h) 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, as amended in our
opinion and to the best of our information and according to the explanations given to us

i. The Company has disclosed the impact of pending litigation on its financial position in
its financial statements — Refer Note 30(ii) to the 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 during the year ended 31st March
2025.

•iv- (a) 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 form on behalf of the Ultimate Beneficiaries.

(b) The management has represented that, to the best of its knowledge and belief,
no funds have been received by the Company from any persons 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 Parties or provide any guarantee ,
security or like form on behalf of the Ultimate Beneficiaries.

(c ) 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 clause iv (a) and (b) contain any material
misstatement.

(v) The interim dividend declared and paid during the year by the Company is in
compliance with section 123 of the Act.

(vi) 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 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 with.

But there is no audit tail which has been preserved by the company as per the statutory
requirement for record retention as the company was non compliant with audit trail
facility in the previous year.

For M K Singhal & Co.

Chartered Accountants

__A LYf. r. mo>\

^ m ^13<J36iw r

Manoj Kumar Singhal /$!}

(Proprietor) --

M.No. 053124
Firm number: 130361W
UDIN :25053124BMUKZD5575
Place : Mumbai
Date: May 21, 2025

---

Mar 31, 2024

We have audited the standalone financial statements ofMegima Infra cun infrastructure Limited ("the Company*), which comprise the Balance Sheet as at March 31. 2024, the Statement of Profit and Loss and Lhc Statement of Cash Flows for the year ended on that dale, and a summary of lilt? significant accounting policies and oLher explanatory information

Opinion

In otir opinion mill to the best of our information and according to the explanations given to ns. the aforesaid financial statements give the information required by the Companies Act. 2013 (“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 ol the Company as at March 31.2024. its profit, Change in Fquuy and its cash (lows lor lhe year ended on that dale.

Basis for opinion

We Conducted olir audit of the financial statements m 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 f inancial Statements section of our report. We arc independent of the Company in accordance with lhc Code of Ethics issued by the Institute ol Chartered Accountants of India (TCA1) together with the ethical requirements that are relevant to our audit of Lhe financial suuemenLx under the provisions of the Act and the Rules made there under, and we have fulfilled out other ethical responsibilities in accordance with these requirements and the ICAfs 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,

Emphasis of Matter

We- draw your attention to note no. 30 (ii) of the financial statement which describes the contingent Liability Tbe Assessing OUlcer of the Income Tax had passed the order lor Assessment year 201 R-19, 2021 -22 and 2022-23 against lire Company and raised the demand of Rs 36.88 Crorex. Company has filed the appeal against the Order. The assumption of going concern is essentially dependent on winning of appeal against this order.

Our conclusion is not modified in respect of this matter

Key audit matters

Key audit matters are those matters rhat. 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 ol our audit ol the financial statements as a whole, and iti forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there arc no key audit matters to be communicated in our report

Information Other than the Financial Statements and Auditor’s Report thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report Including Annexure to Board’s Reports, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance or 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 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 and Board of Directors’ Responsibility for the Standalone Financial Statements

The Management and Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013(“fhe act”) with respect to the preparation of these financial statements that give a true and Mr 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 Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act 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 financial statements, Management and Board of Directors 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 Board of Directors cither intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibilities for the Audit of the Financial Statements

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 standalone financial statements.

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

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 controls.

» Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we arc 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.

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

> 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 arc 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.

* 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.

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.

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 matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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 arc 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.

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 sub Section (11) of section 143 of the Act, we give in the Annexure-A, statement on the matters specified in paragraphs 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 it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account,

d) In our opinion, the aforesaid financial Statements comply with applicable Ind AS specified under section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules with the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Rules, 2016,as amended from time to time and other accounting principles generally accepted in India.

e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record "by the Board of Directors, none of the directors is disqualified as on March 31, 2024 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”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) In our opinion and to the best of our mfonnatkai 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 read with Schedule V to the Act.

h) 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, as amended in our opinion and to the best of our information and according to the explanations given to us :

i. The Company has disclosed the impact of pending litigation on its financial position in its financial statements - Refer Note 30(ii) to the 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 during the year ended 31st March 2024.

.iv. (a) 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 form on behalf of the Ultimate Beneficiaries.

(b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons 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 Parties or provide any guarantee , security or like form on behalf of the Ultimate Beneficiaries.

(c ) 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 clause iv (a) and (b) contain any material misstatement.

(v) The Company has not declared or paid any dividend during the year.

(vi) As per Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, we report that Company has used the accounting software for maintaining its books of accounts which does not have any feature of recording audit trail (edit log) facility.

---

Mar 31, 2015

We have audited accompanying financial statements of Naysaa Securities Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility 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("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 Flow of the Company in accordance with the Accounting Principles generally accepted in India including Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgment 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these 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 provision of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's 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 financial control relevant to the Company's preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls. 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 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 of the Company as at March 31, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub Section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 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 it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial Statements comply with the Accounting Standards specified under section 133 of the Companies Act, 2013, read with Rule 7of the Companies (Accounts) Rules 2014.

e) On the basis of written representations received from the directors as on 31st March 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the 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 does not 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.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

Referred to in Paragraph (1) under "Report on Other Legal and Regulatory Requirements" section of our Report of even date to the Members of Naysaa Securities Limited.

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

ii. (a) The securities held as stock in trade have been confirmed with the statement of holding of depository at the end of the year. In our opinion, the frequency of verification of statement of holding is reasonable.

(b) In our opinion and according to information and explanation given to us, the procedures of confirmation of securities held as stock in trade followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to information and explanation given to us, the Company has maintained proper records of securities held as stock in trade and as informed to us , no discrepancies has been noticed on verification between statement of holding and the books records.

iii. The Company has granted interest free unsecured loan to parties covered in the register maintained under Section 189 of the Companies Act, 2013. The terms and condition of loan granted, not prime facie prejudicial to the interest of the company subject to the loan are interest free. The repayment of loan is on demand, there is no overdue amount remain outstanding.

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 the nature of its business, for the purchases of securities and fixed assets and for sale of securities and services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanation given to us, no major weaknesses has been noticed or reported in the aforesaid internal control system.

v. In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits within the meaning of section 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, the provisions of clause 3(v) of the order are not applicable to the Company.

vi. In our opinion and according to the information and explanation given to us, the Company is not required to maintain cost records pursuant to rules made by the Central Government under section 148(1) of the Act.

vii. (a) According to records of the company and information and explanation given to us, Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, income tax, sales tax , wealth tax, service tax, custom duty, excise duty, and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid statutory dues above were in arrears, as at 31st March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and based on the records of the Company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any Disputes.

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

viii. The Company does not have any accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

ix. According to the records of the Company examined by us and as per information and explanation given to us, the Company did not have any outstanding dues to financial institution or bank and has not issued any debenture.

x. In our opinion, and according to the information and explanation given to us , the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

xi. To the best of our knowledge and belief and according to information and explanations given to us, no term loans were obtained by the company during the year.

xii. 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 any such case by the Management.

For M.K.SINGHAL& CO. (Chartered Accountants)

Place : Mumbai Sd/- Date :30th May, 2015 Proprietor (Manoj Kumar Singhal) M. No. 053124 Firm Registration No. 130361w

---

Mar 31, 2014

We have audited the accompanying financial statements of Naysaa Securities Ltd which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements

The Company''s 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 comply with the ethical requirements and 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 the disclosures in the financial statements. The procedures selected depend on the auditor''s 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 the internal control relevant to the Company''s preparation and fair presentation of the financial statements 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 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, of the state of affairs of the Company as at 31st March, 2014 and,

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s 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, since same is applicable for the period under review.

2. As required by Section 227(3) of the Actjwereport that:

(a) 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.

(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, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

(e) On the basis of the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Act.

Annexure to the Auditor''s Report

Referred to in paragraph 3 of our Audit report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

FIXED ASSETS

1. The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

2. During the year fixed assets of the company have been physically verified by the Management at all locations and there is a regular program of verification which is our opinion, is reasonable, having regard to the size of the company and the nature of fixed assets. No material discrepancies have been noticed in respect of assets, which have been physically verified during the year.

LOANS & ADVANCES

1. The company has taken unsecured loans, from persons covered in the register maintained under Section 301of the Act.

2. In respect of the aforesaid loans, repayment of the principal amounts as stipulated.

3. in respect of the aforesaid loans, there are no overdue amount.

INTERNAL CONTROLS

1. 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 purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weaknesses were noticed by us in the internal controls.

FIXED DEPOSITS

1. Company has not invited any deposits from public. ______

INTERNAL AUDIT

1. In our opinion, the Company has no internal audit system commensurate with the size and nature of its business.

COST RECORDS

1. We are informed that the Central Government has not prescribed under section 209(1) (d) of the Companies Act, 1956 maintenance of cost records for any of the products manufactured by the Company.

STATUTORY DUES

1. According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, custom duty, excise duty, cess and other statutory dues applicable to it.

2. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding, as at 31st March, 2014 for a period of more than six months from the date they became payable.

3. According to the information and explanations given to us and based on records produced to us, there are no dues outstanding of sale tax, income-tax, customs duty, wealth-tax, excise duty, cess which have not been deposited on account of any dispute.

GENERAL

1. The Company no accumulated losses at the end of the financial year and it has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

2. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has paid dues if any payable to the bank. ^-s=*^

3. Based on our examination of documents and records, we are of the opinion that the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

4. In our opinion and according to the information and explanations given to us, the nature of the activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund/societies.

5. The Company is dealing or trading in shares, securities, debentures, and other Investments.

6. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

7. The Company has not taken term loans from Banks and Financial Institutions.

8. In our opinion and according to the information and explanations given to us, the Company has generally applied funds from long-term sources against long-term applications and those from short-term sources against short-term applications.

9. The Company has not made any preferential allotment of shares during the year to parties and companies covered in the registers maintained under section 301 of the Act.

10. During the year, the Company did not have any outstanding debentures.

11. The Company has not raised any money through a public issue during the year.

12. Based upon the audit procedures adopted and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For DIMPLE PUNMIYA CHARTERED ACCOUNTANTS

PLACE: MUMBAI DATE: 13/8/14