Auditor Report of Swadha Nature Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of Swadha Nature Limited (Formerly known as
MS Securities Limited) (‘the Company’) which comprise the Balance Sheet as at 31st March, 2024, the
Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity
and the statement of Cash Flow Statement for the year then ended, and notes to the Financial Statements,
including a summary of the significant accounting policies and other explanatory information (hereinafter
referred to as “the Standalone Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone 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 with Indian Accounting Standards
prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rule, 2015,
as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of
the Company as at 31st March 2024, and its profit/loss and other comprehensive income, its cash flows and
the changes in equity for the year then ended.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10)
of the Companies Act, 2013. Our responsibilities under those Standards are further described in the “Auditor’s
Responsibilities for the Audit of the Standalone 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
Standalone financial statements under the provisions of the Act and the Rules thereunder, 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.

Information Other than the Standalone 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 Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and
Shareholder’s Information, but does not include the standalone 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 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, 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.

Key Audit Matter

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

Emphasis Of Matters

We draw attention to the following matters in the Notes to the financial Statements:

(a) Note 4, which describes the Loans & Advances given to associate concern.

Our opinion is not modified in respect of these matters.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with
respect to the preparation and presentation of these Standalone financial statements that give a true and fair
view of the state of affairs (financial position), loss (financial performance including 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 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 the 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 Standalone Financial Statements that
give a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the Standalone 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.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone 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
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone 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.

• Obtain an understanding of internal financial control 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 with reference to the Standalone financial statements 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 Standalone 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.

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

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

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 standalone 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.

Report on Other Legal and Regulatory Requirements

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, to the extent applicable.

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 of the aforesaid
Standalone financial statements;

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 Cash Flow Statement and Statement of Changes in Equity dealt with by this
Report are in agreement with the books of account;

d. In our opinion, the aforesaid Standalone financial statements comply with Indian
Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of
Companies (Accounts) Rules, 2014;

e. On the basis of the written representations received from the directors as on 31st march,
2024 taken on record by the Board of Directors, none of the directors is disqualified as on
31^st March 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 with reference to
Standalone Financial Statement.

g. As required by Section 197(16) of the Act, based on our audit, we report that the Company
has paid remuneration to its directors during the year in accordance with the provisions of
and limit laid down under Section 197 read with Schedule V of the Act, as per shareholders
approvals taken prior to the event of default.

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 litigations on its financial
position as at 31st March 2024 in the standalone financial statements.

ii. The Company has made provision as at 31^st March 2024, as required under the
applicable law or Ind AS, for material foreseeable losses, if any, on long-term
contracts including derivative contracts;

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

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

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

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

v. There was no proposal of Dividend (Interim or Final) during the current financial
year as well as during the previous financial year.

vi. In our opinion and according to the information and explanations given by the
management; as given to understand by the company, the company has used an
accounting software for maintaining its books of accounts which has a feature of
recording audit trail (edit log) facility and the same has been operational throughout
the year for all relevant transactions recorded in the software. Further, in our
opinion and basis the managements representation during the course of our audit,
we did not come across an instance of audit trail feature being turned off.

For & On Behalf of -

1S1

Sanket Shah
Chartered Accountants
M. No.- 150873

Date: 25-05-2024
Place: Ahmedabad

UDIN: 24150873BKCQTB8924

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Mar 31, 2012

1. We have audited the attached Balance sheet of MS SECURITIES LTD., PATNA as at 31stMarch 2012, the Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining , on a test basis , evidence supporting the amount and disclosures in the financial statements An audit also includes assessing the accounting principles used and significant estimates made by management , as well as evaluating the overall financial opinion.

3. As required by the Companies (Auditor's Report) order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of 'The Companies Act, 1956'of India (the 'Act') and on the basis of such checks of the book and records of the company as were produced before us and according to the information and explanation given to us, we give in the Annexure a statement on the matter specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion, the Company has kept proper books of account as required by Law so far, as appears from our examination of such books.

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

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

e. On the basis of the written representations received from the directors of the Company as at 31.3.2012 and taken on records by the Board of Directors, we report that directors are not disqualified from being appointed as a Director of the Company in terms of clause 274(1) (g) of the Companies Act, 1956.

f. Attention is invited to the following matters:

i. Note no. 4 relating to non provision of diminution in the value of Investment as per AS: 13 relating to 'Accounting for Investments'. Had the same been provided the loss would have increased by Rs. 1,01,75,378.35

ii. Note no. 8 regarding rejection of application by RBI for registration under Reserve Bank of India Act, 1934.

iii. Note no. 9 regarding payment of Listing Fee of the Stock Exchanges, the Company has not paid the Listing Fee but provision has been made for the same in respect of Calcutta Stock Exchange. Trading of the shares of the company is suspended at Bombay Stock Exchange, Mumbai and Calcutta Stock Exchange, Kolkata.

iv. Note no. 10 regarding provision for Bad Debts of Rs. 43, 20,727.83 has been written back during year. Same had been created against Loans and advances in earlier year.

Subject to the foregoing, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes appearing thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

1. In the case of the Balance Sheet of the state of affairs of the Company as at 31stMarch, 2012 and

2. In the case of the Profit & Loss Account of the loss for the year ended on 31stMarch 2012.

3. In the case of the Cash Flow Statement for the year ended on 31stMarch 2012.

ANNEXURE REFERRED TO PARAGRAPH 3 OF THE AUDITORS REPORT OF EVEN DATE ON THE ACCOUNT OF MS SECURITIES LIMITED FOR THE YEAR ENDED ON 31STMARCH 2012.

i) a.) The company has maintained proper records showing full particulars including the quantitative details and situation of fixed assets. b.) As explained to us all the fixed assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification. c.) The Company has not disposed off any Fixed Asset during the financial year 2011-12

ii) a.) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. b.) The procedure of physical verification of inventory as followed by the management is, in our opinion reasonable and adequate in relation to the size of the company and the nature of its business. c.) The company has maintained proper records of inventory and as explained to us no any material discrepancies were noticed during the year.

iii) In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956:

i. The company has been granted any Interest / Interest free unsecured loan to MS Online Broking Services Ltd.,

Saraf Ergonomics Fin. Serv. Pvt. Ltd., and Third Eye Communications Pvt. Ltd., required to be listed in the register maintained u/s 301 of the company Act, 1956. The balance outstanding of such Parties as on 31st March, 2012 is Rs. 13,25,000.00, 35,00,000.00 and 59,56,830.00 respectively. In Our Opinion, the rate of interest and other terms and conditions on which loans have been granted to parties listed in the register maintained under section 301 of The Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company.

ii. The Company has not taken any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and hence this Clause of the Order is not applicable

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of assets and for the sale of same.

v) Based upon the audit procedures and according to the information and explanations given to us, we are of the opinion that the transaction need to be entered into the register maintained under section 301 of the company Act.1956 have been so entered.

vi) Not applicable as the company has not accepted any deposits from the public.

vii) So far as it appeared from our examination, we observed that the Internal Audit System of the company is commensurate with its size and nature of its business.

viii) We are informed that the maintenance of cost record has been prescribed by the central Govt. under section 209 (i)

(d) of the companies Act, 1956.

ix) a.) The company is regular in depositing the undisputed statutory dues to the appropriate authorities. As per information and explanation given to us, there are no undisputed amount payable in respect of Income tax, Sale tax, Customs duty, and excise duty outstanding as at 31s March, 2012 for the period of more than six months from the date it become payable. b.) As explained to us, no any dispute is pending in which any amount on account of disputed is payable.

x) We have observed that, had the company in accordance with AS:13 issued by The Institute Of Chartered Accountants of India, provided for the diminution in the value of Investments amounting to Rs. 1,01,75,378.35, the accumulated losses of the company would have become Rs. 2,51,17,597.16 which would then exceed 50% of its net worth as on 31st March,2012.

xi) Not Applicable, as no such loans have been taken by the company.

xii) The company has not granted any loans and advances on the basis of security by way of pledge of Share, Debenture and other securities.

xiii) Not applicable to the company as it does not carry on the activities of chit fund/nidhi/mutual benefit fund/ societies;

xiv) The company is trading in Share, Securities, Debentures and other investment and proper records have been maintained of the transaction and contracts. All the shares have been held by the Company in its own name including the shares held as stock in trade for subsequent delivery.

xv) The company has not given any guarantee for loan taken by other from banks of financial institutions.

xvi) Not applicable because no any term loans were taken.

xvii) No fund raised on short-term basis, has been used for long-term investment and vice versa.

xviii) No allotments of Shares have been made by company during the period under reporting.

xix) No debentures have been issued by the company during the financial year 2011-12.

xx) Not applicable as the company has not made any public issue during the year.

xxi) As per the information and explanations given to us no any fraud has been noticed or reported on by the company during the year under reporting.

For S.K. Nayak & Co. ,

Chartered Accountants

Date: 11th August, 2012

Place: Patna Suman Kumar Nayak

(Partner)

M.No. 073290

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Mar 31, 2011

1. We have audited the attached Balance sheet of MS SECURITIES LTD., PATNA as at 31st March 2011, the Profit ft Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining , on a test basis , evidence supporting the amount and disclosures in the financial statements An audit also includes assessing the accounting principals used and significant estimates made by management , as well as evaluating the over all financial opinion.

3. As required by the Companies (Auditor's Report) order, 2003 issued by the Central Government of India in terms of sub section (4A) of Section 227 of 'The Companies Act, 1956'of India (the 'Act') and on the basis of such checks of the book and records of the company as were produced before us and according to the information and explanation given to us. we give in the Annexure a statement on the matter specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 1 above:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion, the Company has kept proper books of account as required by Law so far, as appears from our examination of such books.

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

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

e. On the basis of the written representations received from the directors of the Company as at 31.3.2011 and taken on records by the Board of Directors, we report that no director is disqualified from being appointed as a Director of the Company in terms of clause 274(1)(g) of the Companies Act, 1956.

f. Attention is invited to the following matters:

i. Note no.1.10 regarding non-accounting of certain income/ expenses on accrual basis.

ii. Note no. 3.1 relating to non provision of diminution in the value of Investment as per AS:13 relating to 'Accounting for Investments'. Had the same been provided the loss would have increased by Rs.92,92,725.10.

iii. Note no. 3.2 regarding diversification of business of the Company in the area of the software development and other related activities.

iv. Note no.3.6 regarding rejection of application by RBI for registration under Reserve Bank of India Act, 1934.

Subject to the foregoing, in our opinion and to the best of our information and according to the explanations given to us. the said accounts read together with the notes appearing thereon, give the information required by the Companies Act, 1956,in the manner so required and give a true and fair view :

1. In the case of the Balance Sheet of the state of affairs of the Company as at 31stMarch, 2011 and

2. In the case of the Profit & Loss Account of the loss for the year ended on 31stMarch 2011.

3. In the case of the Cash Flow Statement for the year ended on 31stMarch 2011.

ANNEXURE REFERRED TO PARAGRAPHS OF THE AUDITORS REPORT OF EVEN DATE ON THE ACCOUNT OF MS SECURITIES LIMITED FOR THE YEAR ENDED ON 31STMARCH 2011.

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

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

c.) The Company has not disposed off any Fixed Asset during the financial year 2005-06.

ii) a.) The inventory has been physically verified during the year hy the management. In our opinion, the frequency of verification is reasonable.

b.) The procedure of physical verification of inventory as followed by the management is, in our opinion reasonable and adequate in relation to the size of the company and the nature of its business.

c.) The company has maintained proper records of inventory and as explained to us no any material discrepancies were noticed during the year.

iii) In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956:

a.) The company has been granted any interest free unsecured loan to MS Online Broking Services Ltd., Saraf Ergonomics Fin. Serv. Pvt. Ltd., and Third Eye Communications Pvt. Ltd., required to be listed in the register maintained u/s 301 of the company Act, 1956. The balance outstanding of such Parties as on 31st March. 2011 is Rs. 35,40,000.00, 45.80.000.00 and 13.25,000.00 respectively. In Our Opinion, the rate of interest and other terms and conditions on which loans have been granted to parties listed in the register maintained under section 301 of The Companies Act. 1956 are not, prima facie, prejudicial to the interest of the Company.

b.) The Company has not taken any loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

iv) In our opinion and according to the Information and explanations given to us. there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of assets and for the sale of same.

v) Based upon the audit procedures and according to the information and explanations given to us, we are of the opinion that the transaction need to be entered into the register maintained under section 301 of the company Act. 1956 have been so entered.

vi) Not applicable as the company has not accepted any deposits from the public.

vii) So far as it appeared from our examination, we observed that the Internal Audit System of the company is commensurate with its size and nature of its business.

viii) We are informed that the maintenance of cost record has been prescribed by the central Govt, under section 209 (i) (d) of the companies Act, 1956.

ix) a.) The company is regular in depositing the undisputed statutory dues to the appropriate authorities. As per information and explanation given to us, there are no undisputed amount payable in respect of Income tax, Sale tax, Customs duty, and excise duty outstanding as at 31a March, 2011 for the period of more then six months from the date it become payable.

b.) As explained to us, no any dispute is pending in which any amount on account of disputed is payable.

x) We have observed that, had the company in accordance with AS: 13 issued by The Institute Of Chartered Accountants of India, provided for the diminution in the value of Investments amounting to Rs. 92,92,725.10, the accumulated losses of the company would have become Rs. 2.75,30,332.91 which would then exceed 50% of its net worth as on 31st March,2011.

xi) Not Applicable, as no such loans have been taken by the company.

xii) The company has not granted any loans and advances on the basis of security by way of pledge of Share, Debenture and other securities.

xiii) Not applicable to the company as it does not carry on the activities of chit fund/ nidhi/ mutual benefit fund/ societies;

xiv) The company is trading in Share, Securities, Debentures and other investment and proper records have been maintained of the transaction and contracts. All the shares have been held by the Company in its own name except the shares held as stock in trade for subsequent deliver.

xv) The company has not given any guarantee for loan taken by other from banks of financial institutions.

xvi) Not applicable because no any term loans were taken.

xvii) No fund raised on short-term basis, has been used for long-term investment and vice versa.

xviii) No allotments of Shares have been made by company during the period under reporting.

xix) No debentures have been issued by the company during the financial year 2010-11.

xx) Not applicable as the company has not made any public issue during the year.

xxi) As per the information's and explanations given to us no any fraud has been noticed of reported on by the company during the year under reporting.

For S. K. Nayak & Co.

Date: 29th August, 2011 Chartered Accountants

FRN. 004316C

Place: Patna Suman Kumar Nayak

Partner

M. No. 73290

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Mar 31, 2010

1, We have audited the attached Balance sheet of MS SECURITIES LTD., PATNA as at 31stMarch 2010, the Profit a Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. Ties financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining , on a test basis, evidence supporting the amount and disclosures in the financial statements An audit also includes assessing the accounting principals used and significant estimates made by management , as well as evaluating the over all financial opinion.

3. As required by the Companies (Auditor's Report) order, 2003 Issued by the Central Government of India in terms of sub-section (4A) of Section 227 of 'The Companies Act, 1956'of India (the 'Act') and on the basis of such checks of the book and records of the company as were produced before us and according to the information and explanation given to us, we give in the Annexure a statement on the matter specified In paragraphs 4 and 5 of the said Order.

4, Further to our comments in the Annexure referred to in paragraph 1 above:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion, the Company has kept proper books of account as required by Law so far, as appears from our examination of such hooks,

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

d. The Balance Sheet and Profit & Loss Account and Cash Flow Statement comply with in our opinion, the Accounting Standards referred to in subsection (3 C) of section 211 of the Companies Act 1956.

e. On the basis of the written representations received from the directors of the Company as at 31.3.2010 and taken on records by the Board of Directors, we report that none of the directors are disqualified from being appointed as a Director of the Company in terms of clause 274(1 }(g) of the Companies Act, 1956.

f. Attention is invited to the following matters:

i. Note no. 3.1 relating to non provision of diminution in the value of Investment as per AS:13 relating to 'Accounting for Investments'. Had the same been provided the loss would have increased by Rs.9368942.90

ii, Note no. 3.2 regarding diversification of business of the Company in the area of the software development and other related activities.

iii Note no.3.5 regarding rejection of application by RBI for registration under Reserve Bank of India Act, 1934.

iv. Note no. 3.6 regarding payment of Listing Fee of the Stock Exchanges, the Company has neither paid the Listing Fee nor provided for the same for the Bombay Stock Exchange, Mumbai 6 Magadh Stock Exchange, Patna. Traders of the shares of the Company are suspended from the Bombay Stock Exchange, Mumbai and Magadh Stock Exchange, Patna. Subject to the foregoing, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes appearing thereon, give the information required by the Companies Act, I956,irt the manner so required and give a true and fair view :

1. In the case of the Balance Sheet of the state of affairs of the Company as at 31stMarch, 2010 and

2. In the case of the Profit & Loss Account of the loss for the year ended on 31stMarch 2010,

3. In the case of the Cash Flow Statement for the year ended on 31st March 2010.

ANNEXURE REFERRED TO PARAGRAPH 3 OF THE AUDITORS REPORT OF EVEN PATE OH THE ACCOUNT OF MS SECURITIES LIMITED FOR THE YEAR ENDED ON 31STMARCH

i) The company has maintained proper records showing full particulars including the quantitative details and situation of fixed assets.

ii) As explained to us all the fixed assets have been physically verified by the management at reasonable intervals. Ho material discrepancies were noticed on such verification,

iii) The Company has net disposed off any Fixed Asset during the financial year 2009 10.

iv) The inventory has begin physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

v) The procedure of physical verification of inventory as followed by the management is, in our opinion reasonable and adequate in relation to the size of the company and the nature of its business.

vi) The company has maintained proper records of inventory and as explained to us no any material discrepancies were noticed during the year.

vii) The company has granted interest free unsecured loan to MS Online Broking Services Ltd. required to be listed in the register maintained yours 301 of the company Act, 1955. The balance outstanding as on 31st March,2010 is Rs.1532207.94A.

viii) We are not able to verify whether the rate of interest and other terms and conditions as tire agreement of the said loan to subsidiary MS Online Broking Services Ltd. was not produced before us for our verification.

ix) As explained to us the said loan is interest free however the regularity of repayment of principal amount could not be verified as the terms and conditions of the agreement were not produced before us for our verification.

x) As explained to us the management is of the opinion that the loan given to MS Online Broking Services Ltd. is recoverable whenever the company makes a decision to this effect.

xi) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of assets and for the sale of same.

xii) The relevant transactions that need to be entered into the register in pursuance of section 301 of the act has been duly entered.

xiii) So far as appeared from our examination the transactions with the related parties have been made at reasonable prices at the relevant time.

xiv) Hot applicable as the company has not accepted any deposits from the public.

xv) So far as it appeared from our examination, we observed that the Internal Audit System of the company is commensurate with its size and nature of Us business.

xvi) We are informed that the maintenance of cost record has not been prescribed by the central Govt, under section 209 (f) (d) of the companies Act, 1956.

xvii) The company is regular in depositing the undisputed statutory dues to the appropriate authorities. As per information and explanation given to us, there are no undisputed amount payable in respect of Income tax, Sale tax, Customs duty, and excise duty outstanding as at 31st March, 2010 for the period of more then six months from the date it become payable,

xviii) As explained to us, no any dispute is pending in which any amount on account of disputed k payable.

xix) We have observed that, had the company in accordance with AS: 13 issued by The Institute Of Chartered Accountants of India, provided for the diminution in the value of Investments amounting to Rs, 9368942.90, the accumulated losses of the company would have become Rs.27694441.12 which would then exceed SO* of its net worth as on 3tstMarch,20iO.

xx) Not Applicable, as no such loans have been taken by the company.

xxi) The company has not granted any loans and advances on the basis of security by way of pledge of Share, Debenture and Other securities.

xxii) Not applicable to the company as it does not carry on the activities of chit fund/ nidhi/ mutual benefit fund/ societies;

xiii) Not applicable as above.

xxiv) Do

xxv) Do

xxvi) The company is trading in Share, Securities, Debentures and other investment and proper records have been maintained of the transaction and contracts. All the shares have been held by the Company in its own name except the shares held as stock in trade for subsequent deliver.

xxvii) The company has not given any guarantee for loan taken by other from banks of financial institutions,

xxviii) Not applicable because no any term loans were taken.

xxix) No fund raised on short-term basis, has been used for long-term investment and vice versa.

xxx) No allotments of Shares have been made by company during the period under reporting.

xxxi) No debentures have been issued by the company during the financial year 2009.10.

xxxii) Not applicable as the company has not made any public issue during the year,

xxxii) As per the Information's and explanations given to us no any fraud has been noticed or reported on by the company during the year under reporting.

For 5. K. Nayak & Co. Chartered Accountants

Date: The 28"1 August 2010

Place: Patna Suman Kumar Nayak

Partner

M. No. 73290