We have audited the accompanying financial statements of Mackinnon Mackenzie & Company Limited (“the Company”),
which comprise the Balance Sheet as at March 31,2024, the statement of Profit and Loss (including Other Comprehensive
Income), the Statement of Change in Equity and the Statement of Cash Flows for the year then ended as on that date and
notes to the financial statements, including a summary of the significant accounting policies and other explanatory information
( herein after referred to as the “Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of
the matters described in the Basis for Qualified Opinion section of our report the aforesaid financial statements give the
information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in
conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31,2024, the Loss and total comprehensive income, changes in equity and
its cash flows for the year ended on that date.

Basis for Qualified Opinion

1. The Company had borrowed amounts from its bankers aggregating to Rs 82561.29 Lakhs including interest. Since
said amounts were not repaid, Bankers approached the Debt Recovery Tribunal. The Hon'ble Bombay High Court
had approved the application of the banks for the transfer of debts owed to them to a company (hereinafter referred
to as “Lending Company”) along with securities and mortgage charges in the past pursuant to the consent terms filed
in the Debt Recovery Tribunal. Consequently, suits were filed by the banks before the Debt Recovery Tribunal had
transposed the “Lending Company” in place of the banks. The Hon. Bombay High Court had passed a decree in two
of the suits filed in favour of the said “Lending Company” to dispose of/sell the immovable property and flats belonging
to the company to recover its dues. The total amount due to the “Lending Company” as per the decree together with
interest is Rs.85178.17 lakhs as on 31st March 2024. The Lending Company has given an unconditional deferment of
its loans up to September 30th 2025 and accordingly this loan due to the lending company is classified as non-Current.
If Company had accounted for differential liability in the books, the loss would have increased by Rs. 2616.88 lakhs
negative net worth would have increased by Rs. Rs.2616.88 lakhs, and secured borrowings would have increased by
Rs. 2616.88 lakhs (Refer Note No. 15 to the Audited Financial Results)

2. 60 Clerical workers & 35 subordinate staff were retrenched on 4th August 1992 under the Industrial Dispute Act at
Mumbai. Each one was paid 15 days wages per completed year of service and one month's notice pay in addition
to other dues. The Industrial Court has given a Judgement against the company. However the company had filed an
appeal with the High Court against the same order, which has been decided against the company. The Hon.Supreme
Court had dismissed the appeal of the company filed against the order of the Hon.Bombay High Court & has directed
the company to comply with the conditions of the award passed by the Industrial Court. The Hon. Supreme Court has
passed an order dated 23rd August 2022 directing to sell flats held by it and deposit Rs 30 crore out of the sale proceeds
within three months from the date of the order. The company has deposited Rs 30 crs into the Supreme Court Registry
as per the order of Hon. Supreme Court dated 21st November 2023 stands discharged from all financial obligations.
An exceptional item of ?3032 lakhs, referred to at Note 25, includes ?3000 lakhs paid for the full and final settlement of
workers' dues as per the Hon'ble Supreme Court's order dated August 23, 2022. The remaining ?32 lakhs represents
the appropriation of the Company's deposit, previously placed with the Registrar of Bombay High Court, towards
workmen dues under legal proceedings. Due to pre-emption rules of the housing society where the flats are located,
the Company was unable to sell the flats to raise the funds. Therefore, the amount of ?3000 lakhs was received from
the “Lending Company” to comply with the Supreme Court order. The Company is currently finalizing the terms and
conditions of this advance. (Refer to Note No. 25 and 27 to the Audited Financial Results).

3. Loans and Advances include certain old balances amounting to Rs 8.19 lakhs for which no provision for doubtful items,
if any has been made in the accounts resulting in an overstatement of other current assets and understatement of loss
and negative net worth by Rs. 8.19 lakhs (Refer to Note No. 12 to the Audited Financial Results).

4. Trade Payables include an amount of Rs. 26.51 lakhs which represents old balances due for more than 20 years which
are not claimed by the creditors. If these amounts had been written back, loss and negative net worth would have
reduced by Rs. 26.51 lakhs and trade payables would have reduced by Rs. 26.51 lakhs. (Refer to Note No. 18 to the
Audited Financial Results).

5. Certain old credit balances outstanding in various accounts amounting to Rs.148.53 lakhs for which no write back have
been made in accounts. If these amounts had been written back, loss and negative net worth would have been reduced
by Rs. 148.53 lakhs and other current liabilities would have been reduced by Rs. 148.53 lakhs. (Refer to Note No. 19
to the Audited Financial Results).

6. Provision for accrued liability for the year in respect of gratuity and long-term compensated absences has been made
on an arithmetical basis instead of based on actuarial valuation as required by Ind AS 19 Employees Benefits (the
Standard). We are not able to ascertain and comment on the resultant impact of the same on the financial results of
the Company. (Refer to Note No. 16 and 26 to the Audited Financial Results).

7. Investments in Debentures or Bonds aggregating to Rs 0.56 lakhs were destroyed in a fire in the year 1998. In absence
of adequate data, no provision is made for loss of investments. If these Investments would have been written off, the
investments would have been reduced by Rs. 0.56 lakhs and loss and negative net worth would have increased by Rs.

0.56 lakhs. (Refer to Note No. 4 to the Audited Financial Results).

8. Non-availability of confirmations in respect of balances of secured and unsecured loans, debtors, certain bank balances,
deposits, and creditors appearing in the accounts respectively. We are not able to ascertain and comment on the
correctness of the outstanding balances and the resultant impact of the same on the financial results of the Company.

9. The company acts as an agent, handling the distribution of pensions to former employees on behalf of its principal. It
receives a lump sum that covers the pension disbursement, as well as commissions and operational expenses. Over
time, an amount of Rs.15.28 lakhs have remained unadjusted to the credit of the principal due to deceased pensioners.
After careful examination, the company has identified that the amount is no longer owed to the principal and has reversed
this entry in its records. However, if any obligation arises regarding this amount, the company commits to making the
necessary payment. (Refer Note 20c to the Audited Financial Results)

10. The lease agreement for the company's premises expired on May 22nd, 2017. In response, the company has submitted
an application for the lease renewal. The company has received a demand notice arrears of compensation / Spl way
of Leav fees for the period 1st May 2017 till 31st March 2024 for Rs 23,03,16,254/- towards renewal of lease. The
Company has responded to the above demand notice contesting the demand and contents thereof. The Company has
accounted for rent due from its tenants for the entire quarter on the basis of it being holding out tenant as per legal
opinion. (Refer Note28(i)(b) to the Audited Financial Results)

The above basis for qualified opinion referred to in points 1 to 8 were the subject matter of the qualification in the Auditors
Report for the year ended March 31,2024

In the absence of information, the effects of which can't be quantified, we are unable to comment on the possible impact of the
items stated in the point numbers 6 and 8 on the financial results of the Company for the quarter and year ended March 31,2024
We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the
Companies Act, 2013 (“the Act”). Our responsibilities under those SAs are further described in the Auditor's Responsibilities
for the Audit of the Financial Results 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 statement under the provisions of the Act, 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 on the statement.

Material Uncertainty related to going concern

We draw attention to Note 32 to the financial results which indicate that the company has incurred a net loss of Rs 3096.56
lakhs during the year ended 31st March 2024 and as of that date the company accumulated losses amounting to Rs 87120.36
Lakhs resulting in negative net worth of the company. The management of the Company is evaluating various options to
revive the company. These conditions indicate material uncertainty that may cast significant doubt on the company's ability to
continue as going concern. The “lending company” which has taken over in the past debts due by the Company to the banks
has given a support letter to extend for foreseeable future any financial support which may be required by the Company. In
view of this support letter, the management has assessed that the company continues to be a going concern.

Our opinion is not modified in respect of the said matter

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 qualified opinion on these matters. Except for
the matters described in the Basis for Qualified Opinion section and material uncertainty related to going concern section
we have determined that there are no key audit matters to communicate in our report.

Information other than the financial statements and auditors’ report thereon

The Company's Board of Directors is responsible for the preparation of the other information. The Other information comprises
the Board's Report including Annexures to Board's Report but does not include the financial statements and our auditor's
report thereon. The Directors' Report including Annexures to Directors' Report is expected to be made available to us after
the date of this auditor's report.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing
to report in this regard as no other information as described above has been made available for review.

Management’s Responsibility for the Financial Statements

The Company's board of directors are responsible for the matters stated in section 134 (5) of the Act with respect to the
preparation of these financial statements that give a true and fair view of the financial position, financial performance including
other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles
generally accepted in India, including the 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 financial statement that give a
true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The board of directors are also responsible for overseeing the Company's financial reporting process.

Auditor’s Responsibility for the Audit of Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial results, 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 results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial results, 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 but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures in the financial results made by the Board of Directors.

• Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor's report to the related disclosures in the financial results 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 results, including the disclosures, and whether
the financial results represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial results that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable user of the financial results 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 results.

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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 (‘the Order” issued by the Central Government of India
in terms of Section 143(11) of the Act, we give in “Annexure A” s statement on the matters specified in 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 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. Except for the matters stated in the paragraph 2(i)(v) below, on reporting under Rule
11(g) of the Companies ( Audit and Auditors) Rules, 2014 .

(c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes
in Equity and the Statement of Cash Flow dealt with by this Report, are in agreement with the books of account.

(d) Except for the possible effects of the matters described in point 6 related to provision for accrued liability for the year
in respect of gratuity and long-term compensated absences in the basis for qualified opinion section of our report, the
aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act and the rules made there
under, as applicable.

(e) On the basis of the written representations received from the directors dated May 17, 2024 and taken on record by
the Board of Directors, none of the directors is disqualified as on March 31,2024 from being appointed as a director in
terms of Section 164 (2) of the 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 matter to be included in the Auditor's Report under section 197(16) as the company has not paid
any remuneration to its Director during the current year, the said clause is not applicable.

(h) The modification relating to the maintenance of accounts and other matters connected therewith are stated in the
paragraph 2(i)(v) above on reporting under section 143(3)(b) of the Act and paragraph 2(i)(v) below on reporting under
Rule 11(g) of the Companies ( Audit and Auditors) Rules, 2014.

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

i. The Company has disclosed impact of pending litigation on its financial position in its financial statements. Refer
Note 15 to the Financial Statements.

ii. The Company did not have long-term contracts including derivative contracts for which there were any material
foreseeable losses.

iii. There was no amount which were required to be transferred to the Investor Education and Protection Fund by the
Company.

iv. 1) 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;

2) 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;

3) 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. Based on our examination which included test checks, the company has used accounting softwares for maintaining
its books of account, which have a feature of recording audit trail (edit log) facility, however the same has not
operated throughout the year for all relevant transactions recorded in the respective software but only from 21st
July 2023 to 31st March 2024.

Further, from 21st July 2023 to 31st March 2024 where audit trail (edit log) facility was enabled, we did not come
across any instance of the audit trail feature being tampered with during the course of our audit.

4) No dividend declared and paid during the year by the Company, hence no such compliance with Section 123
of the Act applicable to the company.

FOR GUPTA RAVI & ASSOCIATES
Chartered Accountants

Firm's Registration Number: 006970N

CA AKHIL SHARMA
Partner

Place: Mumbai Membership Number: 225300

Date: 01/07/2024 UDIN: 24225300BKFGVA5159