We have audited the accompanying financial statements of M/^s RGF CAPITAL
MARKETS LIMITED, which comprise the Balance Sheet as at March 31, 2024, the
Statement of Profit and Loss, 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

Management is responsible for the matters stated in section 134(5) of the
companies act 2013 ("the Act") with respect to the preparation & presentation of
these financial statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with the
Accounting principles generally accepted in India, including the Accounting
Standards referred under Section 133 of the act. This responsibility 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.

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 provisions of the Act and rules made there under. We
conducted our audit in accordance with the Standards on Auditing specified
under Section 143(10) of the Act. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material
misstatement.

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 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 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 on these 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:

a) In the case of the Balance Sheet, of the state of affairs of the Company
as at March 31, 2024;

b) In the case of the Statement of Profit and Loss, of the Profit for the year
ended on that date.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 ("the
Order"), issued by the Central Government of India in terms of sub
section (11) of section 143 of the Act, to report on the matters Specified in
paragraphs 3 and 4 of the said Order, we annex annexure B hereto a
statement on the matters specified therein.

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 appears from our examination of those
books.

c. The Balance Sheet, the 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 aforesaid financial statements comply with the
Accounting Standard specified under Section 133 of the Act, read with
Rule 7 of the companies (Accounts) Rules, 2014 ;

e. On the basis of written representations received from the directors as
on March 31, 2023, and 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 Companies
Act, 2013.

f. With respect to adequacy of internal financial controls over financial
reporting of the Company and operating effectiveness of such controls,
refer to our separate report in " Annexure A"

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

(i) The Company does not have any pending litigations which would
impact its financial position,

(ii) The Company does not have any long term contracts including
derivatives contracts for which there were any material foreseeable
losses;

(iii) There has not been an occasion in case of the Company during the
year under report to transfer any sums to the Investor Education and
Protection Fund. The question of delay in transferring such sums does
not arise.

For MURMURIA & ASSOCIATES
CHARTERED ACCOUNTANTS
FRN: 316188E

CA, SUNIL MURMURIA

( SUNIL MURMURIA)

PROPRIETOR
M. No. 052943

UDIN: 24052943BKALOH6365
Dated: May 27, 2024
Place: Kolkata