ఆడిటర్ నివేదిక Milgrey Finance & Investments Ltd.

Mar 31, 2024

We have audited the accompanying standalone Ind AS Financial Statements of MILGREY FINANCE AND INVESTMENTS LIMITED (“The Company”), which Comprise the Balance Sheet as at 31^st March, 2024, the Statement of Profit and Loss (Including Other Comprehensive Income), the Statement of Cash Flow and Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Auditor’s 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 hi the manner so required and give a hue and fan view in conformity with the accounting principles generally accepted in India, of the state of affairs of rlie Company as at 31/03/2(124, and its Profit and it''s 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 tinder 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 hi 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 Companies Act, 2013 and the Rules there under, 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 opinion.

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

The Company’s Board of Directors is responsible for the preparation of the oilier information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Repon 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 orher information and we do not express any form of assurance conclusion thereon.

In connection with our audit of die 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 during the course of our audit or otherwise appears to be materially misstated.

When we read such other information as and when made available to us and if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 154(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, 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 Accounting Standards specified under Section 133 of the Act. read with Rule 7 of the Companies (Accounts) Rules, 2015, as amended. 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 oilier 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 tire accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a time and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

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 judgement and maintain professional skepticism throughout (lie 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 hi die circumstances. Under section 143(3)(i) of the Companies Act, 2013, 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 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 die overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events hi 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 contr ol drat 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 die 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 die matter or when, in extremely rare circumstances, we determine that a matter should not he communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh die 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 in terms of Section 143(11) of the Act, we enclose in the “Annexiire A” a statement on matters specified in paragraph 3 & 4 of the said 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 die 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 the Cash Flow Statement dealt with by this Report are in agreement with the books of account

d) Iu our opinion, die aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rides, 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^s< March, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

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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 R’\

g) With respect to tire other 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:

A) Hie Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements.

B) Hie Company has made provision, as required under the applicable law or Hid AS, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

C) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For MOH AM DAS SCO.

Chartered Accountants Firm Reg, NO.106529W

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V Ptf

CA. Belle Mohandas Shetty (Proprietor)

M. NO,: 031256

UDIN: 24031256BKADHS3179

Place: Mumbai Date: 12^th April 2024

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Mar 31, 2023

MILGREY FINANCE AND INVESTMENTS LIMITED Report On the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS Financial Statements of MILGREY FINANCE AND INVESTMENTS LIMITED (“The Company”), which Comprise the Balance Sheet as at 31^st March, 2023, the Statement of Profit and Loss (Including Other Comprehensive Income), the Statement of Cash Flow and Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Auditor’s Qualified Opinion

(i) In our qualified 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 except for the effects of the matter described in the Basis for qualified opinion mentioned below; and

(ii) Except for the effects of the matter described in the Basis for qualified opinion given below 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 31/03/2023, and its Profit and it''s cash flows for the year ended on that date.

Basis for Qualified Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specilied 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 ol Chartered Accountants of India 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 there under, 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 qualified opinion.

• The Company has taken unsecured loans/deposits from various parties are not accordance with Sections 73 to 76 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rule, 2014 and explanation given by the management is “The Company has borrowed money from Mr. Abliav Gupta, director. We have a declaration from him” however no document provided by the management in this regards y^sASs^X

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• The company has given loans and advance to various corporate like Ambe securities Pvt. Ltd

Profin Capital Services Ltd. and other individuals which is clearly out of the funds raised by the company through preferential allotment ot share warrants , are not accordance with Section 186 of companies Act, 2013 explanation given by the management is “We will pass the special resolution in the AGM to be held for the year 2022-23”

The company clearly violating provisions of section 73 to 76 of the Companies Act, 20 1j read with The Companies (Acceptance of Deposits) Rule, 2014 and Section 186 of companies Act, 2013 and the management not providing any interest on above mentioned loans and advances also not giving interest on deposits which resulted in to understatement of interest income and expenses , also impact the financial statements.

• The company raised the funds thought Preferential Issue share warrants with the objects mentioned in explanatory statement pursuant to section 102 of the companies act, 2013 read with rule made thereto (the "act") and SEBI "CDR) regulations that “The company is looking forward to augmenting the capital base to take advantage of any organic or inorganic growth opportunities. The Company proposes to utilise the funds raised through preferential allotment towards investment in new projects, Joint Ventures, Companies and/or Body Corporates. The funds are also proposed to be utilised towards meeting the working capital requirements and General Corporate Purposes." However the company use the amount to give the loans to various corporate like Ambe securities Pvt. Ltd ., Profin Capital Services Ltd. and other individuals and management explanation in this regards is “The moneys are parked with the companies temporarily for earning interest” it’s not allowed to use the funds raised by Preferential Issue share warrants other than the objects mentioned explanatory statement, the management explanation is not acceptable and misleading because as per management “The moneys are parked with the companies temporarily for earning interest” however there is no interest provided in loans given and no further explanations given by the management.

Emphasis of Matter

• Note 3 in the financial statements which indicates that the Company has accumulated losses and its net worth has been fully / substantially eroded, the Company has incurred a net loss/net cash loss during the current and previous year(s). I liese conditions, along with other like there is no projects or order in hand form last 4-5 year, indicate the existence of a material uncertainty that may cast significant doubt about the Company''s ability to continue as a going concern. However, the financial statements of the Company have been prepared on a going concern basis for the reasons given management that “The management has identified one or two business activities/projects in which the Company can gainfully and advantageously embark. These will be done during the current financial year 2023 24 however no supporting document or communication provided by the management for the same.

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 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 qualified 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 during the course of our audit or otherwise appears to be materially misstated.

When we read such other information as and when made available to us and if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance

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 Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, 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 Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015, as amended. 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 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 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 qualified 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 judgement 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 qualified opinion. 1 he risk ot 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 Companies Act, 20 1j, we are also responsible for expressing our qualified 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 ol 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 dpubt 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 qualified 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.

T

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2020 (the Order) issued by the Central Government in terms of Section 143(11) of the Act, we enclose in the “Annexure A” a statement on matters specified in paragraph 3 & 4 of the said order.

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 qualified 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 the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

e) On the basis of the written representations received from the directors as on 23/06/2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31^SI March, 2023 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”.

g) 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, in our qualified opinion and to the best of our information and according to the explanations given to us and subject to our qualifications:

A) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements.

B) The Company has made provision, as required under the applicable law or Ind AS, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

C) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For A. K. Kocchar & Associates Chartered Accountants Firm registration no.

/

/ /W/601. VakratU''Kls \,OV,

/ !L i'' Corporate Park, Osy''.

Place: Mumbai fv)/7 A rj vsswesimwReas, frijj

Date: 23“ June 2023 [/iff

UDIN: 23423896BGTVXS4149 ’ CA Ablnlash DardaWx Mumbai &/A&f

(Partner)

Membership Number:

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Mar 31, 2015

We have audited the accompanying standalone financial statements of MILGREY FINANCE AND INVESTMENTS LIMITED, ("the Company"), which comprise the Balance Sheet as at 31st March, 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 STANDALONE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash Hows 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.

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 the Rules made thereunder.

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 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 the 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.

OPINION

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 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 31st March, 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 Companies Act, 2013, we give in the Annexure a statement on the matters specified in the 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 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 the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards 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 31st March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of section 164(2) of the Act.

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

i. The Company has certain litigations in respect of revocation of suspension of listing of its shares in The Bombay Stock Exchange and penalty matter with SEBI which have stated in Note No. 15 and 16 of Notes on Accounts. This could have significant impact of the financial position of the Company.

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 AUDITORS' REPORT

Annexure referred to in Paragraph 1 of the Auditors Report of Even date to the Members of MILGREY FINANCE AND INVESTMENTS LIMITED.

i) The Company does not have any fixed assets.

ii) a) The inventories have been physically verified by the management during the year.

b) The procedures for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory and no material discrepancies between book records and physical inventory were noticed on physical verification.

iii) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Accordingly, the provisions related to the same are not applicable.

iv) In our opinion and according to the information and explanations given to us, the Company has internal control procedure, for purchases of inventory, fixed assets and with regard to the sale of goods & services, which commensurate with the size of the Company. During the course of the audit, we have not observed any major weakness in the internal control system in respect of these areas.

v) The Company has not accepted any deposits. Therefore, the provision related to the same is not applicable to the Company.

vi) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including income-tax, sales-tax, wealth tax, cess and other material statutory dues as applicable with the appropriate authorities except Rs.3,868/-regarding Income Tax.

b) According to the information and explanations given to us, there are no disputed liability of the Company in respect of income-tax, sales tax, wealth tax and cess as at 31st March 2015

c) According to the information and explanations given to us, there were no amounts which were required to be transferred to the Investor Education and Protection. Fund by the Company.

vii) The Company has incurred cash losses in the current year as well as in the immediately preceding year. The Company has accumulated loss which is higher than share capital as at 31st March 2015. Reference is invited to Note No. 17.

viii) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in making the repayment of any Term Loan or any dues to the financial institutions or Banks and since the Company has not issued any debentures till date, therefore the question of default does not arise

ix) The Company has not given any guarantee to the Bank during the year for loans taken by oilier parties.

x) Based on information & explanations given to us by the management, the term loan was deemed to be applied for the purpose for which the loan was obtained.

xi) 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 fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For R. S. SHAH & CO. CHARTERED ACCOUNTANTS Firm's Registration Number: 109762W

RANJEET S. SHAH (PROPRIETOR) Membership No.30108 Place : MUMBAI Dated : 30th May 2015

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Mar 31, 2014

We have audited the accompanying financial statements of MILGREY FINANCE & INVESTMENTS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and 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 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 notified under the Companies Act, 1956 ("the Act") read with the General circular 15/2013 dated 13th September 2013 of the Ministry of corporate Affairs in respect of section 133 of the Companies Act, 2013. 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.

AUDITOR''S 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 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 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 the effectiveness of the entity''s internal control. 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.

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 March 31, 2014;

b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the 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, 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.

2. As required by section 227(3) of the Act, we report that:

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 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, 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 Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with the General circular 15/2013 dated 13th September 2013 of the Ministry of corporate Affairs in respect of section 133 of the Companies Act, 2013 ;

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO AUDITORS'' REPORT

Annexure referred to in Paragraph 1 of the Auditors Report of Even date to the Members of MILGREY

FINANCE & INVESTMENTS LIMITED.

i) The Company does not have any fixed assets. Hence the question of maintenance of proper records and physical verification by the management does not arise.

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

b) The procedures for physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) The Company is maintaining proper records of inventory and no material discrepancies between book records and physical inventory were noticed on physical verification .

iii) a) The Company has taken interest free loan from a director, terms and conditions thereof are not prima facie prejudicial to the interests of the Company.

b) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and accordingly, para 4(iii)(b), (c) and (d) of the Order are not applicable.

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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

v) a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have so been entered.

b) In our opinion and according to the information and explanations given to us, the Company has not made any transactions pursuant to contract or arrangement entered into the registered maintained under section 301 of the Act for the value exceeding Rs.5.00 lakhs in respect of any party during the year.

vi) In our opinion, and according to the information and explanations given to us, the Company has not accepted any fixed deposits which are covered under provision of section 58A and section 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rule 1975.

vii) We are informed that the Company does not have any formal internal audit system during the year.

viii) The Central government has not prescribed any maintenance of cost records for the Company pursuant to Rules made under section 209 (1)(d) of the Companies Act, 1956.

ix) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including provident fund, employees'' state insurance, income– tax, sales-tax, wealth tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

b) According to the information and explanations given to us, there are no dues, which have not been deposited on account of any dispute by the Company in respect of sales tax customs duty, Income tax, wealth tax, excise duty and cess as at 31st March 2014 except Rs.3868/- pertaining to income tax for which necessary rectification application has been filed.

x) The Company has incurred cash losses during the year as well as in the immediately preceding financial year. Further, the Company does have accumulated losses as at 31st March 2014 which exceeds its share capital.

xi) According to the records of the Company examined by us and the information and explanations given to us, the Company has not taken any loan from any bank or financial institution and has never issued any debenture.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii) The provisions of any special statue applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

xiv) In our opinion, the Company has maintained proper records of the transactions and contracts relating to trading in shares, securities, debentures and other investments and timely entries thereof have been made.

xv) The Company has not given any guarantee to the Bank for the loans taken by other parties.

xvi) According to the information and explanations given to us, the Company has not taken any term loan. Therefore, its applicability does not arise.

xvii) On the basis of an overall examination of the balance sheet of the Company and according to the information and explanations given to us, in our opinion, funds raised on a short-term basis have not been used for long-term investment and vice versa.

xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

xix) The Company has not issued any debenture till date. Therefore, creation of securities in respect of debentures does not arise.

xx) The Company has not raised any money by public issues during the year.

xxi) 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 fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

For R.S. SHAH & COMPANY

CHARTERED ACCOUNTANTS

Firm''s Registration Number: 109762W

R. S. SHAH

Place : MUMBAI (PROPRIETOR)

Dated : 23rd May 2014 Membership No.30108

---

Mar 31, 2012

1) We have audited the attached Balance Sheet of MILGREY FINANCE AND INVESTMENTS LIMITED as at 31st March 2012 and also the Profit and Loss Statement of the Company for the year ended on that date, annexed thereto, these financial statement are the responsibility of the Company's managements. 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. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of books and records as we considered appropriate and according to the information and explanations given to us, we set out in the annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4) Further to our comments in the Annexure referred to in paragraph 3 above, we further report that:

a) We have obtained all the information and explanation, 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 the books.

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account. .

d) In our opinion the Balance Sheet and the Profit & Loss Account comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representation received from the Directors and taken on records by the Board of Directors, we report that none of the Directors is disqualified as at 31st March, 2012 from being appointed as a director in terms of clause (g) of Sub-section (I) of Section 274 of the Companies Act, 1956.

f) Attention is invited to the following notes forming part of accounts:

i) Note No. 16(a)

Regarding non provision of 2/3rd amount payable amounting to Rs.8.30 lacs (approx) towards reinstatement fees to the Stock Exchange.

ii) Note No. 17

Regarding non provision of penalty payable to SEBI for non compliance of regulation 6 & 7 of SEBI (Substantial Auction of shares and Takeover) Regulation 1997.

g) 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 thereon, given the information required by the Companies Act, 1956 in the manner so required and give a true and fair view.

h) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012 and;

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

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

ANNEXURE TO AUDITORS' REPORT

Annexure referred to in Paragraph 3 of the Auditors Report of Even date to the Member of MILGREY FINANCE & INVESTMENTS LIMITED

i) a) The Company does not have any fixed Assets.

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

b) The procedures for physical verification of Inventories 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, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) a) The Company has taken interest free loan from a Director terms and conditions thereof are not prima-facie pre-judicial to the interests of the Company.

b) The Company has not granted during the year any loans, secured or unsecured, to the Companies, firms or other parties listed in the register maintained under Section 301 of the Act and accordingly, paragraphs 4 (iii)(b),(c) and (d) of the Order are not applicable.

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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

v) a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 have been so entered.

b) In our opinion and according to the information and explanations, the company has not made any transactions pursuant to contract or arrangement entered into the registered maintained under section 301 of the Act for the value exceeding Rs.5.00 lakhs in respect of any party during the year.

vi) In our opinion, and according to the information and explanations given to us, the Company has not accepted any fixed deposit which are covered under provision of section 58 A and 58 A A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rule 1975.

vii) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

viii) The cost records has not been prescribed pursuant to the rule made by the Central Government under section 209(1 )(d) of the Companies Act, 1956.

ix) a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutoty dues including provident fund, employee's state insurance, income -tax, wealth tax, cess and other material statutory dues as applicable with the appropriate authorities.

b) According to the information and explanations given to us there is no liability in dispute whIch is not paid by the Company in respect of income-tax, sales tax, customs duty, wealth tax, excise duty and cess as at 31st March 2012 except as referred to inNoteno.18

x) The Company has incurred cash loss during the year, but has not incurred any loss in the previous year.

xi) The Company has not taken any loan from Bank and Financial Institution and had never issued any debenture.

xii) The provisions of any special stature applicable to chit fund/nidhi/mutual benefit/fund/societies are not applicable to the Company.

xiii) In respect of the Company's dealing or trading in shares, securities, debentures and other instruments proper records have been maintained in respect of transaction and contracts during the period under report. According to the information and explanations given to us, shares held as investments are in the name of Company.

xiv) The Company has not given any guarantee to the Bank for the loans taken by another Company.

xv) In our opinion, and according to the information and explanations given to us, the Company has not taken in any term loan. Therefore its applicability does not arise.

xvi) On the basis of an overall examination of the balance sheet of the Company and according to the information and explanations given to us, in our opinion, funds raised on a short-term basis have not been used for long-term investment and vice versa.

xvii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

xviii) The Company has not issued any debenture till date. Therefore, creation of securities in respect of debentures does not arise.

xix) The Company has not raised any money by public issues during the year.

xx) 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 fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

xxi) Other provisions of the said order are not Applicable for the Company.

For R. S. SHAH & CO.,

Chartered Accountants,

Firms Registration Number: 109762W

(R. S. SHAH)

PROPRIETOR

Mem. No.: 30108

PLACE: MUMBAI

DATED:25 AUG 2012

---

Mar 31, 2010

1) We have audited the attached Balance Sheet of MILGREY FINANCE AND INVESTMENTS LIMITED as at 31st March 2010 and also the Profit and Loss Account of the Company for the year ended on that date, annexed thereto, these financial statement are the responsibility of the Companys managements. 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. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3) As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956 and on the basis of such checks of books and records as we considered appropriate and according to the information and explanations given to us, we set out in the annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4) Further to our comments in the Annexure referred to in paragraph 3 above, we further report that:

a) We have obtained all the information and explanation, 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 the books.

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

d) In our opinion the Balance Sheet and the Profit & Loss Account comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representation received from the Directors and taken on records by the Board of Directors, we report that none of the Directors is disqualified as at 31st March, 2010 from being appointed as a director in terms of clause (g) of Sub-section (I) of Section 274 of the Companies Act, 1956.

f) 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 thereon, given the information required by the Companies Act, 1956 in the manner so required and give a true and fair view.

g) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010 and;

ii) in the ease of the Profit and Loss Account, of the Profit for the year ended on that date.

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

ANNEXURE TO AUDITORS REPORT

Annexure referred to in Paragraph 3 of the Auditors Report of Even date to the Member of MILGREY FINANCE & INVESTMENTS LIMITED.

i) a) The Company does not have any fixed Assets.

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

b) The procedures for physical verification of Inventories 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, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) a) The Company has taken interest free loan from a Director terms and conditions there of are not prima-facie pre-judicial to the interests of the Company.

b) The Company has not granted during the year any loans, secured or unsecured, to the Companies,

firms or other parties listed in the register maintained under Section 301 of the Act and accordingly, paragraphs 4 (iii)(b),(c) and (d) of the Order are not applicable.

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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

v) a) According to the information and explanations given to us, we are of the opinion that the

transaction that need to be entered into the register maintained under section 301 have been so entered.

b) In our opinion and according to the information and explanations, the company has not made

any transactions pursuant to contract or arrangement entered into the registered maintained under section 301 of the Act for the value exceeding Rs.5.00 lakhs in respect of any party during the year.

vi) In our opinion, and according to the information and explanations given to us, the company has not accepted any fixed deposit which are covered under provision of section 58 A and 58 AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rule 1975.

vii) In our opinion and according to the information and explanations given to us, company has an internal audit systems commensurate with the size and nature of its business.

viii) The cost records has not been prescribed pursuant to the rule made by the Central Government under section 209(l)(d) of the Companies Act, 1956.

ix; a.) According to the information and explanations given to us and the recorus on the Company examined by us, in our opinion, the Company regular in depositing the undisputed statutory dues including provident fond, employees state insurance, income -tax, wealth tax, cess and other material statutory dues as applicable with the appropriate authorities.

b) According to the information and explanations given to us there is no liability in dispute but not paid by the company in respect of income-tax, sales tax, customs duty, wealth tax, excise duty and cess as at 31st March 2010.

x) The Company has incurred cash Profit during the year, and cash loss in the previous year.

xi) The Company has not taken any-loan from Bank and Financial Institution and had never issued any debenture.

xii) The provision of any special stature applicable to chit fund/nidhi/mutual benefit/fund/societies are not applicable to the Company.

xiii) In respect of the Companys dealing or trading in shares, securities, debentures and other instruments proper records have been maintained in respect of transaction and contracts during the period under report. Accordingly to the information and explanation given to us shares held as investments are in the name of Company.

xiv) The company has not given any guarantee to the Bank for the loans taken by anotherCompany.

xv) In our opinion, and According to the information and explanation given to us, the Company has not taken in any terms loan. Therefore its applicability does not arise.

xvi) On the basis of an overall examination of the balance sheet of the Company and according to the information and explanations given to us, in our opinion, funds raised on a short-term basis have not been used for long-term investment and vice versa.

xvii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

xviii) The Company has not issued any debenture till date. Therefore creation of securities in respect of debentures does not arise.

xix) The Company has not raised any money by public issues during the year.

xx) .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 fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

xxi) Other provisions of the said order are not Applicable for the Company.

For R. S. SHAH & CO.,

Chartered Accountants,

(R. S.SHAH)

PROPRIETOR

PALCE:MUMBAI

DATED: 29 JUL 2010

R. S. SHAH & Co. 217, Vardhaman Chambers

Chartered Accountants Cawasji Patel Street,

Fort, Mumbai-400001

Tel: [phone]