Maxgrow India Ltd Auditor Reports

To,

The Members of Maxgrow india Limited

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of MAXGROW INDIA LIMITED ("The Company"), Which comprises the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss, the statement of changes in Equity and the Cash Flow Statement for the year then ended on that date, and notes to the financial Statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 accounting standards prescribed under section 133 of the Act and other accounting principles generally accepted in India, of the state of affairs of The Company as at March 31, 2025, and its profit, changes in equity and its cash flows the profit for the year ended on that date.

Basis of Opinion

We have conducted our audit of standalone financial statements 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 Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of The Company in accordance with the Code of Ethics issued by the institute of Chartered Accountants of India (ICAI) together with the ethical independence requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Companies Act, 2013 and the rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on Standalone Financial Statements.

Emphasis of Matter

We draw your attention of users of the financial statement as follows.

1. The Honble National Company Law Tribunal, Mumbai ("NCLT") by an order dated 04th June, 2021 admitted the Corporate Insolvency Resolution Process ("CIRP") application filed by operational creditor and Mr. Mayank Jain (Registration No. IBBI/IPA-001/IP-P01055/2017-2018/11748) had been appointed as Resolution Professional ("RP") for the Company wide order dated July 06, 2021 to conduct CIRP of MAXGROW INDIA LIMITED. Thereafter, the process under CIRP was initiated in accordance with the CIRP Regulations and Resolution Plan was approved on 24th January 2022 in the Committee of Creditor meeting. The necessary Resolution Plan was filed with the Adjudicating Authority on 28th February 2022 and the same was approved by NCLT on 06th December 2023.

On December 10, 2024, Interim Monitoring Agency (IMA) was dissolved and the management was handed over to the resolution applicant. On December 23, 2024, resolution applicant has reconstituted the board and the new board has taken over the management of the company and the closing date / effective date of implementation of the resolution plan was recorded as December 23, 2024.

a. In accordance with the resolution plan, the Company has reduced the equity shareholding of the existing promoters and promoter group, as well as that of public shareholders holding more than 1,000 equity shares. The Company has issued 3,99,37,242 new equity shares of face value Rs5 each at a premium of Rs453 per share to the new promoter for consideration other than cash (share Swap) of Rs1,829.12 crores as per Form No PAS -3 of MCA . The accounting treatment for reduction and cancellation of share capital has been given effect through the capital reserve account, as per the resolution plan.

b. The Company became the holding company of PP Metallix Ltd (Seychelles) with effect from December 19, 2024, pursuant to acquisition of shares of PP Metallix Ltd (Seychelles).

c. Pursuant to the issuance and allotment of fresh equity shares to M/s Metal Industrial Pte Limited (Singapore), the Company became a subsidiary of M/s Metal Industrial Pte Limited (Singapore), which now holds 97.82% of equity shares in the company with effect from December 23, 2024.

d. The Management has given the effect of the resolution plan approved by the NCLT, under which certain liabilities have been derecognised and certain assets have been impaired or provided for, based on managements assessment of their recoverability. Consequently, a net exceptional loss of Rs2,088.44 lakhs has been recognised for the period ended December 31, 2024. (Refer Note 4 to the standalone financial statements.)

e. Details of the disbursement made to operational creditors are provided in the Final Report on Implementation of the Resolution Plan filed by the Resolution Professional (RP) before the Honble NCLT. Please note that the amount payable to operational creditors has been adjusted against the approved CIRP cost, in accordance with the provisions of the Insolvency and Bankruptcy Code (IBC) Regarding the transfer of 5% shareholding from the new promoter Metal Industrial Pte Ltd. to the Identified Operational Creditors, subsequent to balance sheet date on 15-05-2025 ( as per DP Statement) The transfer has been effected evidencing successful execution of the corporate action under the suspended ISIN for transfer of shares. As per the written request received from the IOCs, the entire 5% shareholding allocated to all three IOCs was transferred to a single IOC?Montex Trading Private Limited.

f. The Company has not appointed an independent director on the board of directors of an unlisted material subsidiary, who is also a director on the board of the company, as required under Regulation 24 of Listing obligations and Disclosure Requirements) Regulations, 2015.

g. Bank account statements for certain dormant accounts were not available for our review as a result, Total amount of Rs 199088.00 in the dormant account is accepted on the basis of certificate issued by management certifying that balances in the dormant accounts are true and receivable as on 31st march 2025.

h. Company has not transferred Dividend amount of Rs 80873.00 to investor education protection fund. For which we have been informed that they need not transfer it because in the order issued by NCLT their liability to transfer the dividend to investor education protection fund to cease exists.

i. The management of the Company has presented that despite followup they have not received valuation report to determine the market value of their investment in Technopoint Mercantile Pvt. Ltd. As at 31.03.2025 and the company is uncertain about the recoverability of this investment as on 31.03.2025. Accordingly, the management has disclosed this investment at cost and has made provision for impairment of this asset.

j. Internal Audit has not carried out as per Section 138.

k. The management of the company has represented that the breach in timeline for filling under Regulation 33 of SEBI LODR 2015 was because the company revived from NCLT and Interim Monitoring Agency handed over the company to the management on 10th Dec 2024.

Information other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis; Boards Report including Annexures to Boards Report, Business Responsibility Report Corporate Governance and Shareholders Information, but does not include the Standalone Financial Statements and our Auditors report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained during the course of our Audit or otherwise appears to be materially misstated.

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

The Companys management and Board of Directors are responsible for the preparation of other information. The other information comprises the information included in the Companys annual report but does not include the financial statements and our auditors report thereon.

We have given disclaimer of 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 Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Ind AS financial statements or our knowledge obtained in the 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 and information available with us and it is reported in our opinion and/or Emphasis of matter and in other applicable paras and schedules of main financial statements.

Managements Responsibility for Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance and cash flow of The Company in accordance with the Accounting standards specified under section 133 of the Act and accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of The Company and for preventing and detecting frauds and other irregularities; Selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring 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 misstatements, whether due to fraud or error.

In preparing the Standalone Financial Statements , management is responsible for assessing The Companys 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 Companys financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 decision of users taken on the basis of these financial statements.

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error,

As fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal 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 managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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 financial statements that, individually or in aggregate, makes its 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 and in evaluating the results of our works; 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 relationship and other matters that may reasonably be thought to bear on our independence, and where application, 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 auditors 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 the other legal and Regulatory Requirements

1. As required by the companies (Auditors report) Order, 2020 ("the Order") issued by the central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable

2. As required by section 143(3) of the Act, based on our audit, we report that:

a. We have sought and obtained all information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of account as required by law have been kept by The Company so far as it appears from our examination of those books

c. The balance sheet, the statement of profit and loss, Statements of Changes in Equity and the cash Flow Statement dealt with by this report are in agreement with the books of account.

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

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

g. With respect to the matter to be included in the Auditors Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the limit laid down u/s 197 for maximum permissible managerial remuneration is applicable to a Listed Company. No limit has exceeded during the year.

h. With respect to the other matters to be included in the Auditors Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanation given to us:

i. As per the information & explanation given to us, The Company does not have any pending litigations which would impact its financial position;

ii. As per the information & explanation given to us, The Company does not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. (a) The Management has represented that, to the best of its knowledge and belief, 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"), amounting Rs 20lakhs to CNK International with the understanding, whether recoded or 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, funds (which are material individually or in the aggregate) have been received by The Company from any person or entity, including foreign entity("funding Parties"), amounting Rs 55.55 Lakhs ( Wahaca Trading Rs 4805000.00 and Pragma Global Rs 750000)with the understanding, whether recorded or 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 circumstance, 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 misstatements.

iv. The Company has not declared or paid any dividend during the current year. There have been no contravention of the provisions of section 123 of the Companies Act, 2013.

Based on our examination, which include test checks, the company has not maintained audit trail facility for all relevant transaction during the year

ANNEXURE A to the Independent Auditors Report to The Members of Maxgrow india Limited

(Referred to in paragraph 2 under the heading "Report On Other Legal And Regulatory Requirements" of our report of even date to the members of Maxgrow india Limited for the year ended march 31, 2025

Based on the audit procedures performed for the purpose of reporting true and fair view on the financial statement of The Company and taking into consideration the information and explanations given to us and the books of accounts and other records examined by us in the normal course of audit, we report that:

i) In respect of The Companys have no Property, plant and Equipment and Intangible Assets:

a. (A): The Company has not maintained proper records, showing full particulars, including quantitative details and situation of Property Plant and Equipment because no PPE is available as on 31^st march 2025.

(B): The Company has not maintained proper records showing full particulars of Intangible Assets because no intangible asset is available as on 31^st march 2025.

b. As per information provided to us, the fixed assets of The Company are physically verified by the management at reasonable, intervals in a phased manner, which in our opinion, is reasonable, having regard to the size of The Company and the nature of its assets. No material discrepancies were noticed on such verification.

c. As per information provided to us , there are no immovable properties held by The Company.

d. Since there is no property , plant and equipment this clause is Not Applicable on company.

e. We have been informed that no proceedings have been initiated or are pending against The Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder,

ii) (a) According to the information and explanations given to us, The Company has no Inventories and so clause3(ii)(a) o the order is not applicable.

(b) Based on the information received and explanations given to us and the records of The Company examined by us, during any point of time of the year, The Company has not availed any sanction of any credit from banks or financial institutions. Therefore, the provisions of clause (ii)(b) of paragraph 3 of the order are not applicable to The Company.

iii) Based on the information received and explanations given to us and the records of The Company examined by us, during the year The Company has made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured to Companies, Firms, Limited Liability Partnerships or any other parties as given below.

Investment	Rs.
Particulars	Amount
Investment In subsidiary	17,89,19,99,916.00
Advances	Rs
Particulars	Amount
CNK International	20,00,000.00

iv) The Company has made an investment of Rs1,789.20 crores in its subsidiary, PP Metallix Ltd (Seychelles), which exceeds the limits prescribed under Section 186 of the Companies Act, 2013. As per the provisions of Section 186(2), a company is restricted from making investments in excess of 60% of its paid-up share capital, free reserves, and securities premium account, or 100% of its free reserves and securities premium account, whichever is more, As on 31st March 2025, the Companys free reserves stood at Rs17,67,32,42,892.00. Accordingly, the permissible limit for investment without shareholder approval would be Rs17,67.32 crores. However, the actual investment of Rs1,789.20 crores exceeds the permissible limit by Rs21.88 crores (Rs218,757,024.00), resulting in non-compliance with the provisions of Section 186. However as per NCLT order The company has Investment in Subsidiary.

v) According to the information and explanations given to us, The Company has not accepted any deposits from the public within the meaning of section 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, reporting under clause 3(v) of the order is not applicable to The Company.

vi) To the best of our knowledge and belief and as explained to us, the Central Government has not prescribed maintenance of cost records under section 148(1) of the Act for any of the operations of The Company.

vii) (a) According to information & explanations given to us and on the basis of our examination of the records of The Company, amounts deducted/accrued in the books of accounts in respect of undisputed applicable statutory dues, including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Goods and Service Tax and any Other Statutory Dues have not been deposited during the year by the Company. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Goods and Service Tax and any Other Material Statutory Dues were in arrears as on 31 March 2025 for a period of more than six months from the date they become payable. "TDS amounting to Rs92,500.00 has been deducted but not deposited as of 31st March 2025."

(b) Based on the information and explanation received and the records of The Company examined by us The Company has no dues in respect of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess or Goods and Service Tax or any other statutory dues which have not been deposited with appropriate authorities on account of any dispute.

viii) Based on the information and explanation received and the records of The Company examined by us, there are no such transactions during the financial year which are not recorded in the books of account and have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

ix) (a) According to information and explanations give to us, The Company has not availed any credit facility of any form from any bank or financial institution. Thus Clause 3(ix)(a) of the Order is not applicable.

(b) Based on the information received and explanation given to us and the records of The Company examined by us, The Company has not been a declared wilful defaulter by any bank or financial institution or other lender.

(c) Based on the information received and explanation given to us and the records of The Company examined by us, The Company has not raised any loans during the year and hence clause 3(ix)(c) is not applicable.

(d) Based on the information received and explanation given to us and the records of The Company examined by us, The Company has not raised any funds on short term basis which have been utilized for long term purposes.

(e) Based on the information received and explanation given to us and the records of The Company examined by us, The Company has not taken any funds from any entity or person on account of or to meet the obligations of its associate companies, joint ventures or subsidiaries. Hence Clause 3 (ix)(e) is not applicable.

(f) In our opinion and according to the information and explanations give to us, The Company has raised loans during the year. Hence this clause is applicable.

Particulars	Amount
Wahacaa Trading	4805000.00
Pragma Global	750000.00

x) (a) Based on the information received and explanation given to us and the records of The Company examined by us The Company has not raised any money by way of initial public offer/ further public offer / debt instruments and term loans and hence, reporting under clause (x)(a) is not applicable to the Company.

However In accordance with the resolution plan approved by the NCLT, the Company has reduced the equity shareholding to Nil of the existing promoters and promoter group, as well as that of public shareholders holding more than 1,000 equity shares. The Company has issued 3,99,37,242 new equity shares of face value Rs5 each at a premium of Rs453 per share to the new promoter for consideration other than cash( share Swap) of Rs1,829.12 crores as per Form No PAS -3 of MCA Regarding the transfer of 5% shareholding from the new promoter Metal Industrial Pte Ltd. to the Identified Operational Creditors, subsequent to balance sheet date on 15-05-2025 ( as per DP Statement) The transfer has been effected evidencing successful execution of the corporate action under the suspended ISIN for transfer of shares. As per the written request received from the IOCs, the entire 5% shareholding allocated to all three IOCs was transferred to a single IOC? Montex Trading Private Limited.

(b) Based on the information received and explanation given to us and the records of The Company examined by us, The Company has not made any preferential allotment or private placement of shares, convertible debentures (fully, partially or optionally convertible) during the year under review. Hence clause 3(x)(b) of the order is not applicable.

xi) (a) Based on the information received and explanation given to us and the records of The Company examined by us No fraud by The Company and no material fraud on The Company has been noticed or reported during the year.

(b) Based on the information received and explanation given to us and the records of The Company examined by us during the year no report under sub-section (12) of sections 143 of the Companies Act has been filed by the auditors in form ADT-4 as prescribed under rule 13 of companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As auditors, we did not receive any whistle- blower complaint during the year.

xii) In our opinion, The Company is not a Nidhi company. Therefore, reporting under clause xii (a), (b) & (c) are not applicable to The Company.

xiii) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of The Company, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

Transaction with related Parties	Rs.
Particulars	Amount
Investment In subsidiary	17891999916
Investment in associate	44229203
Shiv Kumar pasi	1120900

xiv) (a)The Company has not established an internal audit system commensurate with the size and nature of the business

(b) Internal Auditors for the period under audit during the tenure of Statutory Audit is not available.

xv) According to the information and explanations given to us and the records of The Company examined by us, The Company has not entered into any non-cash transactions with directors or persons connected to its directors and hence, provisions of section 192 of the Act are not applicable. Hence Clause 3(xv) of the order is not applicable.

xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to The Company. Hence, reporting under clause 3(xvi)(a), (b)and (c) & (d) of the Order is not applicable. In our opinion, there is no core investment company within the Group (as defined in the core investment companies (Reserve bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the order is not applicable.

xvii) Based on the information received and explanation given to us and the records of The Company examined by us The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xviii) There has been resignation of the statutory auditors ( ASAT & Associates ) Chartered Accountant of The Company during the year.

xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, the auditors knowledge of the board of Directors and management plans, we are of the opinion that no material uncertainty exists as on the date of the audit report and that The Company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.

xx) Based on the information received and explanation given to us and the records of The Company examined by us there is no liability of The Company under the provisions of section 135 of the companies Act, relating to Corporate Social Responsibility. Therefore, the provisions of Clause (xx) of paragraph 3 of the order are not applicable to The Company.

xxi) The Company has made investments in subsidiary company. Therefore, The Company requires to prepare consolidated financial statement.

Annexure B To The Independent Auditors Report Even Date On The Financial Statements Of Maxgrow india Limited

Report on the Internal Financial Controls under Clause (i) of sub - section 3 of section 143 of the companies Act, 2013 ("the Act")

To the Members of Maxgrow india Limited ("The Company")

We have audited the internal financial controls over financial reporting of Maxgrow india Limited ("The Company") as of 31^st March, 2025 in conjunction with our audit of the financial statements of The Company of the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys Board of Directors and Management are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by The Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection or frauds and errors, the accuracy and completeness of the accounting records, detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on The Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") issued by the ICAI and the standards on Auditing prescribed under section 143(10) of the companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to audit of internal financial controls ad both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing whether a risk of material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on The Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of The Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of The Company are being made only in accordance with authorizations of management and directors of The Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of The Companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error of fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanation given to us, The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2025, based on the internal controls over financial reporting criteria established by The Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For M/s. R.B. Jain & Associates

(FRN:103951W)

Chartered Accountants

Sd/-

Harsh Vardhan Jain

UDIN. 25466027BMZYSN2225

Place: MUMBAI

Date: 27-06-2025