We have audited the accompanying financial statements of MEGA FIN (INDIA) LIMITED (CIN:
L65990MH1982PLC027165) (“the Company”), which comprise the balance sheet as at March 31,
2024, the statement of profit and loss (including Other Comprehensive Income), the statement of
changes in equity and the statement of cash flows for the year then ended and notes to the financial
statements, including material accounting policies and other explanatory information (hereinafter
referred to as the “ financial statements”).

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 Indian Accounting
Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules,2015, as amended, (“Ind AS”) and other accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2024 and its profit, other comprehensive
income, changes in equity and its cash flows for the year ended on that date.

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 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 ethical requirements that are relevant to our
audit of the financial statements under the provisions of the Companies Act, 2013 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 opinion on the financial statements.

Key Audit Matters

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 statement 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 communicate in our report.

a. We draw attention to the Financial Results in which the Financial Statements have been
prepared by the management on a going concern basis even though the company has
substantial accumulated losses. Further as per Section 45-IA of the RBI Act, 1934, no Non¬
banking Financial company can commence or carry on business of a non-banking financial
institution without having a Net Owned Funds of Rs.200 Lakh. In Case of the Company
the NOF as come to less than Rs.200 Lakhs, hence the company cannot continue as a Non¬
Banking Financial Company.

Other Information

The Company’s Management and Board of Directors are responsible for the other information. The
other information comprises the information included in the Company’s Annual Report, but does not
include the financial statements and 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 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’ Responsibilities for the financial statements

The Company’s Management and 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 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. 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 implementation and maintenance of 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 statement 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.

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
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 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 an 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 and Board of Directors 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.

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 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 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.

2A. As required by Section 143(3) of the Act, based on our audit report 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 except for the matters stated in the
paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014.

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

d) In our opinion, the aforesaid financial statements comply with the Indian Accounting
Standards specified under Section 133 of the Act, read with relevant rules issued thereunder.

e) On the basis of 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) The reservation relating to the Maintenance of accounts and other matters connected there
with are as stated in the paragraph 2(A) (b) above on reporting under section 143(3)(b) and
paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors)
Rules ,2014.

g) 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”; and

B. 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:

a) The Company does not have any pending litigation which would impact its financial
position in its financial statements.

b) The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses under the applicable law or accounting
standards.

c) There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company, if any; and

d) (i) 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;

(ii) 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;

(iii) 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 (i) and (ii)
above, contain any material misstatement.

e) The Company has not paid, proposed or declared any dividend during the year and
until the date of report, Hence, Compliance in accordance with section 123 of the Act is not
applicable.

f) 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 software’s. 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,
2024, 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.

C. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, no remuneration has
been paid by the Company to its Directors during the current year and the company is in
accordance with the provisions of Section 197 of the Act.

For Maheshwari & Co.

Chartered Accountants

Firm’s Registration No.105834W

Vikas Asawa

Partner

Place: Mumbai Membership No. 172133

Date: May 27, 2024 UDIN: 24172133BKAKVV8202