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:

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