We have audited the accompanying financial
statements of Modern Shares & Stockbrokers
Limited (“the Company”), which comprise the
Balance sheet as at March 31 2024, the Statement
of Profit and Loss, including the statement of Other
Comprehensive Income, the Cash Flow Statement
and the Statement of Changes in Equity for the year
then ended, and notes to the financial statements,
including a summary of significant accounting
policies and other explanatory information.

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, as amended
(“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 31,2024, its
profit including other comprehensive income, its
cash flows and the changes in equity 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), as specified under section 143(10) of the
Act. Our responsibilities under those Standards are
further described in the ‘Auditor’s Responsibilities
for the Audit of the Financial Statements’ section of
our report. We are independent of the Company in
accordance with the ‘Code of Ethics’ issued by the
Institute of Chartered Accountants of India together
with the ethical requirements that are relevant
to our audit of the 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
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.

Key Audit Matters

We have determined that there are no other key
audit matters to communicate in our report.

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

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

Our opinion on the 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 financial
statements, our responsibility is to read the other
information and, in doing so, consider whether such
other information is materially inconsistent with the
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.

Responsibilities of Management for the 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 of these financial
statements that give a true and fair view of the
financial position, financial performance including
other comprehensive income, cash flows and
changes in equity of the Company in accordance
with the accounting principles generally accepted
in India, including the Indian Accounting Standards
(Ind AS) specified under section 133 of the Act read
with. This responsibility also includes maintenance
of adequate accounting records in accordance
with the provisions of the Act for safeguarding of
the assets of the Company and for preventing and
detecting frauds and other irregularities; selection
and application of appropriate accounting policies;
making judgments and estimates that are reasonable
and prudent; and 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 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
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.

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

Auditor’s Responsibilities for the Audit of the
Financial Statements

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

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 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 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
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 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 financial statements, including the
disclosures, and whether the financial statements
represent the underlying transactions and events
in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence
regarding the financial statements to express
an opinion on the financial statements. We
are responsible for the direction, supervision
and performance of the audit of the financial
statements.

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 for the financial year ended March 31,2024
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

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, based on our audit
and on the consideration of report of the other
auditors on separate financial statements, as
noted in the ‘Other Matter’ paragraph we give
in the “Annexure 1” 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 purposes of our audit;

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

(c) The Balance Sheet, the Statement of Profit
and Loss including the Statement of 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 financial
statements comply with the Accounting
Standards specified under Section 133
of the Act, read with Companies (Indian
Accounting Standards) Rules, 2015, as
amended;

(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 with reference to these
financial statements and the operating
effectiveness of such controls, refer to our
separate Report in “Annexure 2” to this
report;

(g) In our opinion, the managerial remuneration
for the year ended March 31, 2024 has
been paid / provided by the Company to its
directors 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 litigations on its financial
position in its financial statements -
Refer Note 2.30 (a) 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 has been no delay in transferring
amounts, required to be transferred, to
the Investor Education and Protection
Fund by the Company

iv. a) The management has

represented that, to the best of its
knowledge and belief, other than
as disclosed in the note 2.39 (b) to
the financial statements, 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
person(s) or entity(ies), including

v. No dividend has been declared or paid
during the year by the Company.

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

As proviso to Rule 3(1) of the
Companies (Accounts) Rules, 2014 is
applicable from April 1, 2023, reporting
under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 on
preservation of audit trail as per the
statutory requirements for record
retention is not applicable for the
financial year ended March 31,2024.

For B D G & CO LLP

Chartered Accountants
ICAI Firm Registration Number: 119739W / W100900

Sd/-

per Nikhil Rathod

Partner

Membership Number: 161220
UDIN: 24161220BKAUAF9896

Place : Mumbai
Date : May 24, 2024