ఆడిటర్ నివేదిక MSL Global Ltd.

Mar 31, 2025

We have audited the accompanying Ind AS Financial statements of MADHUSUDAN SECURITIES LIMITED (“the
Company”], which comprise the Balance Sheet as at 31 March 2025, the Statement of Profit and Loss including
other comprehensive income, the Statement of Changes in Equity and the Cash Flow Statement for the year ended
and a summary of significant accounting policies and other explanatory information (herein after referred to as
“Ind AS 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 u/s 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 31^st March, 2025,
the Loss and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

Refer Note II

i. The Company has not made any provision for advances of Rs. 12 Crores outstanding beyond 3years
from Primus Retail (P) Ltd which is considered under liquidation by the authorities.

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 Ind AS 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 Ind AS Financial Statements under the
provision of the Companies Act, 2013 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 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 statements as a whole, and in forming our opinion thereon and we do not provide a separate opinion
on these matters. We have determined the matters described below to be the key audit matters to be
communicated in our report:

Key Audit Matter	How the matter was addressed in our report
Note II 2. The Company has carried the investment in unquoted equity shares of Rs. 1.87 Lakhs at cost. The Management is under the process of getting valuation of the companies. Further, no provision for diminution in value of investments is made for the same.	The Management is taking efforts for getting the audited accounts of such Companies. As the said accounts were not made available to us for verification, the investments were thereby carried at cost. Diminution in value of investment will be verified on review of such accounts and Management''s valuation of such Companies.

Information Other than the Financial Statements and Auditors Report thereon The Company''s Board of
Directors is responsible for the other information. The Other information comprises the information included in
the Directors Report Management discussion & Analysis and Business responsibility report, but does not include
the financial statements and our auditor''s report thereon.

Our opinion on the financial statements does not cover 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 financial statements or our knowledge obtained during the course of 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 Responsibility for the Ind AS 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 Ind AS financial statements that give a true and fair view
of the financial position, financial performance, changes in equity and cash flows of the Company in accordance
with the accounting principles generally accepted in India, including the Indian 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 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 Ind AS financial statement that
give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS 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 Responsibility

Our objectives are to obtain reasonable assurance about whether the Ind AS 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 Ind AS 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 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 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 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.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial
statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the
scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the 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.

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
appears from our examination of those books

c) The Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and the Statement of
changes in Equity dealt with by this Report are in agreement with the books of account

d) In our opinion, the aforesaid Ind AS Financial Statements comply with the Indian Accounting Standards
specified under Section 133 of the Act read with the relevant rule issued thereunder

e) On the basis of written representations received from the directors as on 31 March, 2025 taken on
record by the Board of Directors, none of the directors is disqualified as on 31 March, 2025, 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” and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with the
requirements of section 197(16) of the Act, as amended:

According to the information and explanation given to us, the company has not paid any remuneration to
its directors during the year. Hence the provision of section 197(16) of the Act is not applicable to the
company

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) Rule, 2014, as amended, in our opinion and to the best of our
information and according to the explanation given to us:

i. The details of the pending litigations are mentioned in the financial statements.

ii. The Company does not have any long terms contracts for which provisions are required to be
made.

iii. The Company is not liable to transfer any amount to the Investor Education and Protection Fund.

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

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

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

v. According to the information and explanation given to us, the company has not paid/declared any
Dividend during the year. Hence the provision of section 123 of the Act is not applicable to the
company

vi. Based on our examination, which included test checks, the company has used accounting software
for maintaining its books of account 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. Further, during the course of our audit we did not come across any instance of audit
trail feature being tampered with and the audit trail has been preserved by the Company as per
the statutory requirements for record retention.

For S V BHAT & CO
CHARTERED ACCOUNTANTS
(ICAI Firm Reg. No.: 101298W)

SWATI SADANAND BHAT
PARTNER

(Membership No.: 152110)

UDIN:

PLACE: MUMBAI
DATED: 29^th May,2025

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Mar 31, 2024

We have audited the accompanying Ind AS Financial statements of MADHUSUDAN SECURITIES LIMITED (“the Company”), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss including other comprehensive income, the Statement of Changes in Equity and the Cash Flow Statement for the year ended and a summary of significant accounting policies and other explanatory information (herein after referred to as “Ind AS 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 u/s 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 31^st March, 2024, the Profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

Refer Note II

i. The Company has not made any provision for advances of Rs. 12 Crores outstanding beyond 3 years from Primus Retail (P) Ltd which is considered under liquidation by the authorities.

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 Ind AS 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 Ind AS Financial Statements under the provision of the Companies Act, 2013 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 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 statements as a whole, and in forming our opinion thereon and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report:

Key Audit Matter	How the matter was addressed in our report
Note II 2. The Company has carried the investment in unquoted equity shares of Rs. 1.87 Lakhs at cost. The Management is under the process of getting valuation of the companies. Further, no provision for diminution in value of investments is made for the same.	The Management is taking efforts for getting the audited accounts of such Companies. As the said accounts were not made available to us for verification, the investments were thereby carried at cost. Diminution in value of investment will be verified on review of such accounts and Management''s valuation of such Companies.

Information Other than the Financial Statements and Auditors Report thereon The Company’s Board of Directors is responsible for the other information. The Other information comprises the information included in the Directors Report Management discussion & Analysis and Business responsibility report, but does not include the financial statements and our auditor''s report thereon.

Our opinion on the financial statements does not cover 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 financial statements or our knowledge obtained during the course of 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 Responsibility for the Ind AS 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 Ind AS financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian 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 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 Ind AS financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS 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 Responsibility

Our objectives are to obtain reasonable assurance about whether the Ind AS 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 Ind AS 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 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 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 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.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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.

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 appears from our examination of those books

c) The Balance Sheet, the Statement of Profit and Loss, the Cash Flow Statement and the Statement of changes in Equity dealt with by this Report are in agreement with the books of account

d) In our opinion, the aforesaid Ind AS Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with the relevant rule issued thereunder

e) On the basis of written representations received from the directors as on 31 March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2024, from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B” and

g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended:

According to the information and explanation given to us, the company has not paid any remuneration to its directors during the year. Hence the provision of section 197(16) of the Act is not applicable to the company

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) Rule, 2014, as amended, in our opinion and to the best of our information and according to the explanation given to us:

i. The details of the pending litigations are mentioned in the Financial statements.

ii. The Company does not have any long terms contracts for which provisions are required to be made.

iii. The Company is not liable to transfer any amount to the Investor Education and Protection Fund.

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

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

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

v. According to the information and explanation given to us, the company has not paid/declared any Dividend during the year. Hence the provision of section 123 of the Act is not applicable to the company

vi. Based on our examination, which included test checks, the company has used an accounting software for maintaining its books of account 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. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

As provision 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 S V BHAT & CO CHARTERED ACCOUNTANTS (ICAI Firm Reg. No.: 101298W)

SWATI SADANAND BHAT PARTNER

(Membership No.: 152110)

UDIN: 24152110BKHJXC43 5 6 PLACE: MUMBAI DATED: 27.05.2024

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Mar 31, 2015

MADHUSUDAN SECURITIES LIMITED Report on the Financial Statements

We have audited the accompanying financial statements of MADHUSUDAN SECURITIES LIMITED ("the company"),which comprise the Balance Sheet as at 31 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 Financial Statements

The Company''s Board of Directors is responsible for the matters 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, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, 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 true and fair view 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 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 qualified opinion on the financial statements.

Basis for Qualified Opinion

* The Company has not made any provision for doubtfui recovery of Rs. 12 Crores from Primus Retaii (P) Ltd.

* The 61,42,847 shares issued to Primus Retaii (P) Ltd. of face value of Rs. 10/- each have been forfeited which is accounted as Forfeited Shares to be re-issued, pending statutory approval / consideration.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of thematter described in the Basis for Qualified Opinion paragraph, 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, 2015;

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, 2015 ("The Order") issued by the 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 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 appears from our examination of those books.

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

d) Except for the effects of the matter described in the Basis for Qualified Opinion Paragraph, in our opinion, the aforesaid 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 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 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) Rule, 2014, in our opinion and to the best of our information and according to the explanation given to us:

i. The Company does not have any pending litigations which shall impact its financial positions.

ii. The Company does not have any long terms contracts for which provisions are required to be made.

iii. The Company is not liable to transfer any amount to the Investor Education and Protection Fund.

Annexure to the Auditors'' Report

(Referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our Report of even date for the year ended 31st March 2015)

(i) In respect of its Fixed Assets

During the year under review, the Company does not have any Fixed Assets as on 31st March, 2015. Hence, the clause is not applicable to the Company

(ii) In respect of inventories

During the year under review, the company does not have any inventory. Hence, the clause is not applicable to the company.

(iii) In respect of loans granted, secured or unsecured, by the Company to firms or other parties covered in the register maintained u/s 189 of the Companies Act, 2013;

The Company has not granted any secured / unsecured loan to any of the parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, sub clauses (a) and (b) are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control procedure and system commensurate with the size of the company and nature of its business for purchase of inventory and fixed assets and for sale of goods and services, if any. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) The Company has not accepted any deposits from the public within the meaning of Section 73 to Section 79 of the Companies Act 2013.

(vi) The Central Government of India has not prescribed the maintenance of cost records under Section 148 (1) of the Companies Act, 2013, in respect of activities carried on by the Company

(vii) In respect to statutory dues

(a) According to the records of the Company, the undisputed statutory dues under Income tax, Service Tax and other Statutory Dues as applicable to it have been generally regularly deposited with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding at the year end, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the following Income Tax dues have not been deposited with the appropriate authorities on account of dispute:

Statute Nature of Dues Forum where Period to which Disputed Dispute is the amount Tax amount pending relates

Income Income Tax Income Tax A.Y. 2009-2010 Rs.3Lacs Tax Act Demand Tribunal, 1961

(c) According to the records of the Company, no amount is pending to be transferred to the Investor Education and Protection Fund.

(viii) The Company has incurred cash losses in this year. But the losses are less than fifty per cent of Company''s net worth at the end of the financial year.

(ix) The Company has not taken any loan from any bank or financial institution during the year under review, Hence, the clause is not applicable to the company.

(x) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from bank and financial institutions.

(xi) In our opinion and according to the information and explanations given to us the Company has not obtained term loans during the year.

(xii) According to the information and explanation given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For VORA & ASSOCIATES CHARTERED ACCOUNTANTS (ICAI Firm Reg. No.:1U612W)

BHARAT B. CHOVATIA PARTNER (Membership No. 31756)

PLACE: MUMBAI DATED: 25th May, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of MADHUSUDAN SECURITIES LIMITED("the Company"), which comprise the Balance Sheet as at March 31, 2014, Statement of Profit & 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 principles generally accepted in India including Accounting Standards notified in sub-section (3C) of section 211 of 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 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.

Due to matter described in the Basis for Disclaimer of Opinion paragraph below, we were not able to obtain sufficient and appropriate audit evidence to provide a basis for an audit opinion.

Basis for Disclaimer of Opinion

The Board had passed the necessary resolution to cancel the Business Agreement (BA) dated 04/02/2011 for purchase of Brand "Weekender". The same will result into recovery of the consideration of Rs.12 Crores paid and cancellation of the allotment of61,42,857 Equity Shares of Rs.10/-each issued at a premium of Rs.60/- amounting to Rs.43 Crores. Pending Completion of statutory formalities, no effect is given to the Board Resolution. We are unable to comment on the same.

Disclaimer of Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, 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 Profit and Loss Account, of the LOSS for the year ended on that date;

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 except for the matter described in the Basis for Disclaimer of Opinion paragraph;

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 & Loss and Cash Flow statement dealt with by this Report are in agreement with the books of account;

d. Except for the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, In our opinion, the Balance Sheet, the Statement of Profit & Loss and Cash Flow Statement comply with the Accounting Standards notified in sub section(3C) of section 211 of 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, 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 THE INDEPENDENT AUDITORS'' REPORT

(Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date)

(i) In respect of its Fixed Assets

During the year under review, the Company does not have any Fixed Assets as on 31st March, 2014. Hence, the provisions of Clause 4(i) of the order are not applicable to the Company.

(ii) In respect of inventories

During the year under review, the company does not have any inventory. Hence, provisions of clause 4(ii) of the order are not applicable to the company.

(iii) In respect of the loans, Secured or Unsecured, granted or taken by the company to/from companies, firms or other parties covered under register maintained u/s 301 of The Companies Act, 1956:

a) The company has not granted any loan during the year under review. Consequently, the requirements of Clause (iii) b, c & d of order are not applicable to the company.

b) The Company has taken unsecured loan from one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year is Rs..35,00,000/- & the year-end balance is Rs.. 35,00,000/-

c) The company has not paid any interest on the loan taken.

d) The Company has repaid the Loan amount as stipulated.

(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 nature of its business for purchase of fixed assets, inventories and for sale of goods, if any. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, during the year there are transaction made in pursuance of contracts or arrangements that needs to be entered in the register maintained under Section 301 of the Companies Act, 1956, we report that the same is maintained.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

(vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and Section 58AA of the Companies Act 1956 and the rules framed there under.

(vii) As informed to us, the Company has no formal internal audit system as such but its internal control procedures ensure reasonable internal check of its financial and other records, commensurate with the size of the company and nature of its business.

(viii) As informed to us, Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, in respect of activities carried on by the Company.

(ix) According to information and explanation given to us, in respect to statutory dues:

(a) The company is generally regular in depositing with the appropriate authorities in India the undisputed statutory dues under Income tax and other taxes as applicable to it. As at the end of the financial year there were no undisputed amounts payable for a period of more than six months from the date they become payable.

(b) There dues of Income Tax and other Taxes which have not been deposited with the appropriate authorities on account of any dispute are as follows:

Statute Nature of Dues Forum where Dispute Period to Disputed is pending which the Tax amount relates Amount Income Income Tax Income Tax Tribunal A.Y.2009-2010 3 Lacs Tax Act,1961 Demand

(x) The Company has incurred cash losses in this year. But the losses are less than fifty per cent of Company''s net worth at the end of the financial year.

(xi) The company has not defaulted in repayment of its dues to any bank or financial institution during the year.

(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) In our opinion and according to the information and explanation given to us, The Company is not a chit fund / nidhi /mutual benefit fund / society.

(xiv) The Company has, in our opinion maintained proper records of the transactions and contracts in respect of dealing in shares, securities, mutual funds and other investments during the year and timely entries have been made therein. All the shares, securities and other investments have been held by the Company in its own name.

(xv) According to the information and explanation given to us, In our opinion the Company has not given any guarantee for loans taken by others from bank and financial institutions, the terms and conditions whereof are prejudicial to the interest of the Company.

(xvi) The Company has not taken any term loans and hence provision of clause (xvi) of the Order is not applicable.

(xvii) The Company has not raised any funds on short term basis.

(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 Companies Act 1956, during the year.

(xix) The Company has not raised any funds by the way of debenture issue during the year.

(xx) The Company has not raised any money by way of public issue during the year under review.

(xxi) During the year covered by our audit report and as explained to us, to the best of our knowledge and belief, no material fraud has been noticed or reported by the company.

For VORA & ASSOCIATES CHARTERED ACCOUNTANTS (ICAI Firm Reg. No.: 111612W)

BHARAT B. CHOVATIA PARTNER (Membership No.31756)

Place: Mumbai Dated: 30th May 2014

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of MADHUSUDAN SECURITIES LIMITED("the Company"), which comprise the Balance Sheet as at March 31, 2013, Statement of Profit & 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 principles generally accepted in India including Accounting Standards referred to in section 211(3C) of the Companies Act, 1956 ("the Act"). 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 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.

Due to matter described in the Basis for Disclaimer of Opinion paragraph below, we were not able to obtain sufficient and appropriate audit evidence to provide a basis for an audit opinion.

Basis for Disclaimer of Opinion

The Board has passed the necessary resolution to cancel the Business Agreement (BA) dated 04/02/2011 for purchase of Brand "Weekender". The same will result into cancellation of the consideration paid other than cash of 61,42,857 Equity Shares of Rs. 10/-each issued at a premium of Rs. 60/- amounting to Rs. 43 Crores and claim of recovery of Rs. 12 Crores paid towards consideration pursuant to BA, pending completion of statutory formalities for the same, no effect is given to the Board Resolution for cancellation of the Equity Shares. We are unable to comment in the matter.

Disclaimer of Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, 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, 2013;

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

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 except for the matter described in the Basis for Disclaimer of Opinion paragraph;

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 & Loss and Cash Flow statement dealt with by this Report are in agreement with the books of account;

d. Except for the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, In our opinion, the Balance Sheet, the Statement of Profit& Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection(3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of section 274 (1)(g) of the Act. (i) In respect of its Fixed Assets

During the year under review, the Company does not have any Fixed Assets as on 31st March, 2013. Hence, the provisions of Clause 4(i) of the order are not applicable to the Company

(ii) In respect of inventories

During the year under review, the company does not have any inventory. Hence, provisions of clause 4(ii) of the order is not applicable to the company

(iii) In respect of the loans, Secured or Unsecured, granted or taken by the company to/from companies, firms or other parties covered under register maintained u/s 301 of The Companies Act, 1956:

a) The company has not granted any loan during the year under review. Consequently, the requirements of Clause (iii) b, c & d of order are not applicable to the company.

e) The Company has taken unsecured loan from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year is Rs.47,00,000/- & the year-end balance is Rs. 35,00,000/- f) The company has not paid any interest on the loan taken. g) The Company has repaid the Loan amount as stipulated.

(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 nature of its business for purchase of fixed assets, inventories and for sale of goods, if any. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) (a) In our opinion and according to the information and explanations given to us, during the year there are transaction made in pursuance of contracts or arrangements that needs to be entered in the register maintained under Section 301 of the Companies Act, 1956, we report that the same is maintained .

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

(vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and Section 58AA of the Companies Act 1956 and the rules framed there under.

(vii) As informed to us, the Company has no formal internal audit system as such but its internal control procedures ensure reasonable internal check of its financial and other records, commensurate with the size of the company and nature of its business.

(viii) As informed to us, Central Government has not prescribed the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, in respect of activities carried on by the Company.

(ix) According to information and explanation given to us, in respect to statutory dues:

(a) The company is generally regular in depositing with the appropriate authorities in India the undisputed statutory dues under Income tax and other taxes as applicable to it. As at the end of the financial year there were no undisputed amounts payable for a period of more than six months from the date they become payable.

(b) There were no dues of Income Tax and other Taxes which have not been deposited with the appropriate authorities on account of any dispute.

(x) The Company has incurred cash losses in this year. But the losses are less than fifty per cent of CompanyRs.s net worth at the end of the financial year.

(xi) The company has not defaulted in repayment of its dues to any bank or financial institution during the year.

(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) In our opinion and according to the information and explanation given to us, The Company is not a chit fund / nidhi /mutual benefit fund / society.

(xiv) The Company has, in our opinion maintained proper records of the transactions and contracts in respect of dealing in shares, securities, mutual funds and other investments during the year and timely entries have been made therein. All the shares, securities and other investments have been held by the Company in its own name.

(xv) According to the information and explanation given to us, In our opinion the Company has not given any guarantee for loans taken by others from bank and financial institutions, the terms and conditions whereof are prejudicial to the interest of the Company.

(xvi) The Company has not taken any term loans and hence provision of clause (xvi) of the Order is not applicable.

(xvii) The Company has not raised any funds on short term basis.

(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 Companies Act 1956, during the year.

(xix) The Company has not raised any funds by the way of debenture issue during the year.

(xx) The Company has not raised any money by way of public issue during the year under review.

(xxi) During the year covered by our audit report and as explained to us, to the best of our knowledge and belief, no material fraud has been noticed or reported by the company.

For VORA & ASSOCIATES

CHARTERED ACCOUNTANTS

(ICAI Firm Reg. No.: 111612W)

BHARAT B. CHOVATIA

PARTNER

(Membership No.31756)

Place: MUMBAI

Dated: 30th May 2013

---

Mar 31, 2012

1 . We have audited the attached Balance Sheet of MADHUSUDAN SECURITIES LIMITED as at 31st March 2012 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date as annexed thereto These financial statements are the responsibility of the Company's management Our responsibility is to express an opinion on these financial statements based on our audit.

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

3 . As required by the Companies (Auditor's report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2 004 ("the order") issued by the Central Government of India under sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the same order.

4 . Further to our comments in the Annexure referred to in Paragraph (3) above; we report that;

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

(b) In our opinion proper books of accounts 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 accounts;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of the written representations from the Directors of the Company as at 31st March, 2012 and taken on record by the Board of Directors, we report that as per the information and explanation given to us, none of the Directors are prima-facie disqualified from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956 and

(f) Without qualifying our report, we draw your attention to the following Other Disclosures to Financial Statements:

Note no. 18.2: Regarding take-over of Business of Weekender Brand from Primus Retail Pvt. Ltd. and pending Capital Commitment of Rs. 45 Crores.

Subject to above,

In our opinion and to the best of our information and according to the explanation given to us, the said financial statements read with the significant accounting policies and notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In case of the Balance Sheet, of the State of affairs of the company as at March 31st, 2012, and;

(ii) In the case of Statement of Profit & Loss of the LOSS for the year ended on that date.

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our Report of even date on accounts of Madhusudan Securities Limited for the year ended 31st March 2012 .)

1 . In respect of its Fixed Assets

During the year under review, the Company does not have any Fixed Assets as on 31st March, 2012. Hence, the provisions of Clause 4(i) of the order are not applicable to the Company.

2 . In respect of Inventory :

During the year under review, the company does not have any inventory. Hence, provisions of clause 4(ii) of the order is not applicable to the company.

In respect of the loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered under register maintained u/s 301 of The Companies Act, 1956

a) The company has not granted any loan during the year under review. Consequently, the requirements of Clause (iii) b, c & d of order are not applicable to the company.

b) The Company has taken unsecured loan from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year is Rs. 47,00,000/- & the year-end balance is Rs. 47,00,000/-

c) The company has not paid any interest on the loan taken.

d) The Company has not repaid the Loan amount.

4 . 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 nature of its business for purchase of inventories, fixed assets and for sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems.

5 . (i) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(ii) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

6 . The Company has not accepted any deposits from the public within the meaning of Section 58A and Section 58AA of the Companies Act 1956.

7 . The Company has no formal internal audit system. However, in our opinion and according to the information and explanation given to us, its internal control procedures generally ensure reasonable internal check of its financial and other records, commensurate with the size of the Company and the nature of its business.

8 . As informed to us, the maintenance of Cost records has not been prescribed by the Central Government u/s 209 (1) (d) of the Companies Act, 1956, in respect of activities carried on by the Company.

9 . According to information and explanation given to us, in respect to statutory dues :

(a) The company is generally regular in depositing with the appropriate authorities in India the undisputed statutory dues under Income tax Act and other material statutory dues as applicable to it.

However, the provision of the Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues are NOT APPLICABLE.

b. At the end of the financial year there were no undisputed amounts payable in respect of income tax and other statutory dues as applicable, for a period of more than six months from the date they become payable.

10 . The Company has incurred cash losses in this year. But the losses are less than fifty per cent of Company's net worth at the end of the financial year.

11 . The company has not defaulted in repayment of its dues to any bank or financial institution during the year.

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

13 . The provisions of any special statute applicable to a chit fund / nidhi /mutual benefit fund / societies are not applicable to the Company.

14 . The Company has, in our opinion maintained proper records of the transactions and contracts in respect of dealing in shares, securities, debentures, mutual funds and other investments during the year and timely entries have been made therein. All the shares, securities, debentures and other investments have been held by the Company in its own name.

15 . According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank and financial institutions, the terms and conditions whereof are prejudicial to the interest of the Company.

16 . The Company has not taken any term loans and hence provision of clause (xvi) of the order is not applicable.

17 . According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the Company has not utilised funds raised on short-term basis for long-term purpose.

18 . As per the information and explanation given to us, the Company has not made any preferential allotment of shares, during the year, to the parties and Companies covered in the register maintained u/s 301 of the Companies Act, 1956.

19 . The company has not raised any funds by the way of debenture issue during the year.

20 . The Company has not raised any money by public issue during the year under review.

21 . According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For VORA & ASSOCIATES

CHARTERED ACCOUNTANTS

(ICAI Firm Reg. No.: 111612W)

BHARAT B. CHOVATIA

PARTNER

(Membership No.31756)

Place: MUMBAI

Dated: 31st July 2012

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of MADHUSUDAN SECURITIES LIMITED as at 31st March 2010 and also the annexed Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date as annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit

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

3. As required by the Companies (Auditors report) Order, 2003 as amended by the Companies (Auditors Report) (Amendment) Order, 2004 ("the order") issued by the Central Government of India under sub section (4A) of section 227 of the Companies Act 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the same order.

4. Further to our comments in the Annexure referred to in Paragraph (3) above; we report that;

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

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

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

(d) in our opinion, the Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(e) on the basis of the written representations from the Directors of the Company as at 31st March, 2010 and taken on record by the Board of Directors, we report that as per the information and explanation given to us, none of the Directors are prima-facie disqualified from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act 1956 and

(f) in our opinion and to the best of our information and according to the explanation given to us, the said accounts read with the notes to accounts, subject to note No. If 2 thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In case of the Balance Sheet, of the State of affairs of the company as at March 31st, 2010, and; (ii) In the case of Profit & Loss A/c of the PROFIT of the company for the year ended on that date. (iii) In the case of the Cash Flow Statement of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 3 of our Report of even date on accounts of Madhusudan Securities Limited for the year ended 31st March 2010.)

1. In respect of its Fixed Assets

During the year under audit, the Company does not have any Fixed Assets as on 31st March, 2010. Hence, the provisions of Clause 4(i) of the order are not applicable to the Company.

2. In respect of Inventory:

During the year covered by our audit report, the company does not have any inventory, hence, provisions of clause 4(ii) of the order is not applicable to the company.

3. In respect of the loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered under register maintained u/s 301 of The Companies Act, 1956

(a) The company has not granted any loan during the year under review. Consequently, the requirements of Clause (iii) b, c & d of order are not applicable to the company.

(b) The Company has taken unsecured loan from the four of the parties, the parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year is Rs. 2,20,00,000/- & year-end balance is Rs. NIL

(c) The company has paid the interest on the loan taken and rate of Interest and other terms and conditions of loan taken are not prejudicial to the interest of the company.

(d) The Company has repaid the amount of the Loan along with interest regularly.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate widi the size of the company and nature of its business for purchase of inventories, fixed assets and for sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control systems.

5. (a)According to the information and explanations given to us, we are of the opinion that die particulars of contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to die information and explanations given to us, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time where such market prices are available.

6. The Company has not accepted any deposits from die public within the meaning of Section 58A and Section 58AA of the Companies Act 1956. Therefore the clause (vi) of paragraph 4 of the Order are not applicable to the company.

7. In our opinion and according to the information and explanation given to us, the Company has no formal internal audit system as such but its internal control procedures generally ensure reasonable internal check of its financial and other records, commensurate with die size of the Company and the nature of its business.

8. As informed to us, the maintenance of cost records has not been prescribed by the Central Government under Section 209 (l)(d) of the Companies Act, 1956, in respect of activities carried on by the Company.

9. According to information and explanation given to us, in respect to statutory dues:

(a) the company is generally regular in depositing with the appropriate authorities in India the undisputed statutory dues under Income tax Act and other material statutory dues as applicable to it However, die provision of the Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and odier statutory dues are not applicable.

(b) at the end of the financial year there were no undisputed amounts payable in respect of income tax and other statutory dues as applicable, for a period of more then six months from the date they become payable.

10. The Company has no accumulated losses as at 31st March, 2010 and it has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

11. The company has not defaulted in repayment of its dues to any bank or financial institution during the year.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, reporting on paragraph 4 (xii) of the Order is not applicable.

13. The provisions of ay special statute applicable to a chit fund / nidhi /mutual benefit fund / societies are not applicable to the Company. Accordingly, reporting under paragraph 4 (xiii) of the Order is not applicable.

14. The Company has maintained proper records of the transactions and contracts in respect of dealing in shares, securities, debentures, mutual funds and other investments and timely entries have been made therein. All the shares, securities, debentures and other investments have been held by the Company in its own name.

15. The company has not given any guarantee for loans taken by others from bank and financial institutions. Accordingly, reporting on paragraph 4 (xv) of the Order is not applicable.

16. In our opinion and according to the information an explanation given to us, there was no term loans taken by the Company and hence provision of clause (xiv) of the order is not applicable.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956, during the year.

19. The company has not raised any funds by the way of debenture issue during the year. Accordingly, the provision of clause 4 (xix) of the Order is not applicable to the Company.

20. The Company has not raised any money by public issue during the year under review.

21. During the year covered by our audit report and as explained to us, to the best of our knowledge and belief, no material fraud has been noticed or reported by the company.

For VORA& ASSOCIATES CHARTERED ACCOUNTANTS (ICAI Firm Reg. No.:111612W)

BHARAT B. CHOVATIA PARTNER

(Membership No.31756)

Place: MUMBAI Date: 30th July 2010