TO THE MEMBERS OF MEGA FIN (INDIA) LIMITED

Opinion

Audited financial statements of MEGA FIN (INDIA) LIMITED (CIN: L65990MH1982PLC027165) comprising balance sheet as at March 31, 2026, statement of profit and loss (including Other Comprehensive Income), statement of changes in equity and statement of cash flows for the year then ended, and notes including material accounting policies and other explanatory information.

In our opinion, the financial statements give true and fair view in conformity with Ind AS prescribed under Section 133 read with Companies (Indian Accounting Standards) Rules, 2015, and other accounting principles generally accepted in India, of the state of affairs as at March 31, 2026 and its loss, other comprehensive loss, changes in equity and cash flows for the year ended on that date.

Basis for Opinion

Audit conducted per Standards on Auditing (SAs) under Section 143(10). Independent per ICAI Code of Ethics and ethical requirements under the Act. Audit evidence sufficient and appropriate.

Key Audit Matters

Determined that there are no key audit matters to communicate.

Emphasis of Matter / Draw Attention paragraphs:

? Note 25(a): Financial Statements prepared on going concern basis even though the Company has substantial accumulated losses. Further, per Section 45-IA of the RBI Act, 1934, no NBFC can commence/carry on business of a non-banking financial institution without Net Owned Funds of Rs. 200 Lakh. In case of the Company, NOF has come to less than Rs. 200 Lakhs, hence the company cannot continue as a Non-Banking Financial Company.

? Note 25(b): Balances in Unsecured Loan, Trade Payable and Loans & Advances are subject to confirmation/reconciliation. Management does not expect any material adjustments affecting the Financial Statement on such reconciliation/adjustment.

? Note 25(c): Statutory compliances related to Tax Deducted at Source (TDS) are subject to reconciliation.

Other Information

Management and Board responsible for other information in Annual Report (excluding financial statements and auditors report). Opinion does not cover other information; no assurance conclusion expressed. Nothing to report in this regard.

Managements and Board of Directors Responsibilities

Responsible under Section 134(5) for preparation giving true and fair view per accounting principles including Ind AS; maintenance of adequate accounting records; selection/application of accounting policies; judgments and estimates; design/implementation/maintenance of adequate internal financial controls. Responsible for assessing going concern ability, disclosing matters related to going concern, and using going concern basis unless liquidation/cessation intended or no realistic alternative. Board responsible for overseeing financial reporting process.

Auditors Responsibilities (Page 24)

Obtain reasonable assurance that financial statements free from material misstatement (fraud or error); issue report with opinion. Reasonable assurance is high level but not guarantee. Misstatements material if individually or in aggregate could influence economic decisions. Exercise professional judgment and skepticism; identify/assess risks; obtain audit evidence; understand internal financial controls to design appropriate procedures; express opinion under Section 143(3)(i) on adequacy and operating effectiveness of internal financial controls; evaluate accounting policies and estimates; conclude on appropriateness of going concern basis and whether material uncertainty exists; evaluate overall presentation, structure and content. Communicate with those charged with governance regarding planned scope, timing, significant audit findings, significant deficiencies in internal control. Provide statement of compliance with relevant ethical requirements regarding independence and communicate relationships and other matters bearing on independence and related safeguards.

Annexure A - CARO 2020 (Pages 27-31)

Report per Companies (Auditors Report) Order, 2020 issued under Section 143(11).

i. Company neither holds any Property Plant and Equipment nor intangible assets - clause 3(i) not applicable .

ii. a) No revenue from operations; no physical inventories; financial securities held as inventories - clause 3(ii) not applicable .

b) No working capital limits in excess of Rs. 5 crore aggregate availed from banks/financial institutions on security of current assets - clause 3(ii)(b) not applicable .

iii. Company made investments, provided guarantee/security and granted loans/advances during the year:

a) A. No loans/advances/guarantee/security provided to subsidiaries, joint ventures and associates. B. Unsecured loans provided to other parties (other than subsidiaries/JVs/associates):

Particulars	Amount
Aggregate amount granted during the year - Others	2.47 Crores
Balance outstanding as at balance sheet date - Others	2.72 Crores

No advances in nature of loans, guarantee or security to any other entity.

b) Investment made and terms/conditions of loans prima facie not prejudicial to company interest.

c) Repayment of principal and payment of interest stipulated ; repayments/receipts regular .

d) No overdue amount outstanding as at balance sheet date.

e) No loan given falling due during the year renewed to settle overdue of existing loans to same party. f) No loans repayable on demand or without specifying terms/period - clause 3(iii)(f) not applicable .

iv. No secured/unsecured loan or guarantee/security granted per Section 185. Complied with Section 186 regarding loans and investments.

v. No deposits accepted within meaning of Sections 73 to 76 - clause 3(v) not applicable .

vi. Section 148(1) not applicable (no cost records specified) - clause 3(vi) not applicable .

vii. a) Generally regular in depositing undisputed statutory dues (PF, ESI, income tax, sales tax, service tax, GST, custom duty, excise duty, VAT, cess and other material statutory dues). No undisputed amounts outstanding as on last day of financial year for more than six months from date payable. b) Dues not deposited on account of dispute:

Sr. No Nature of Status	Nature of Dues	Amount in Rs.	Assessment Year	Forum where Dispute is Pending
1 Income Tax	Income Tax	1,25,970	2020-21	(blank)
2 Income Tax	Income Tax	5,39,120	2023-24	(blank)

viii. No transactions relating to previously unrecorded income surrendered or disclosed as income during the year under Income Tax Act, 1961.

ix. a) No default in repayment of loans or other borrowings from any lender - clause 3(ix)(a) not applicable .

b) Not declared willful defaulter by any bank/financial institution/government authority. c) No term loan taken during the year; no outstanding term loans at beginning - clause 3(ix)(c) not applicable .

d) No funds raised on short-term basis - clause 3(ix)(d) not applicable .

e) No subsidiaries; no funds taken to meet obligations of subsidiaries. f) No loans raised on pledge of securities held in subsidiaries/JVs/associates - clause 3(ix)(f) not applicable .

x. a) No moneys raised by way of IPO/further public offer (including debt instruments) and no term loans during the year.

b) No preferential allotment or private placement of shares/Convertible Debentures during the year.

xi. a) No fraud by the Company and no material fraud on the Company noticed or reported during the year.

b) No report under Section 143(12) filed in Form ADT-4 per Rule 13 of Companies (Audit and Auditors) Rules, 2014 with Central Government during the year and up to date of report.

c) Whistle blower complaints received, if any, taken into consideration in determining nature, timing and extent of audit procedures.

xii. Company is not a Nidhi Company - clause 3(xii) not applicable .

xiii. In compliance with Sections 177 and 188 where applicable for related party transactions; details disclosed in financial statements per applicable accounting standards.

xiv. (Page 30) a) Adequate internal audit system commensurate with size and nature of business in our opinion.

b) Company has not conducted an internal audit ; no internal audit reports were issued to the Company for the year under audit and till date. Accordingly, we have not been able to consider any internal audit reports in determining nature, timing and extent of audit procedures.

xv. No non-cash transactions with directors or persons connected with directors - Section 192 not applicable .

xvi. a) Company required to be registered under Section 45-IA of RBI Act, 1934 and registration has been obtained .

b) Company has not conducted any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration (CoR) from RBI.

c) Company is not a Core Investment Company (CIC) as defined in RBI regulations - clause 3(xvi)(c) not applicable .

d) Based on management representation, the Group (as defined in CIC (Reserve Bank) Directions, 2016) does not have any CIC .

xvii. Company has not incurred cash losses during the financial year and immediately preceding financial year.

xviii. Based on management information and response from outgoing auditors, no issues, objections or concerns raised by outgoing auditors .

xix. Based on financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying financial statements, knowledge of Board and Management plans and evidence supporting assumptions, nothing came to attention causing belief that any material uncertainty exists as on date of audit report indicating Company not capable of meeting liabilities existing at balance sheet date as and when due within one year. This is not an assurance as to future viability ; reporting based on facts up to date of audit report; no guarantee that all liabilities falling due within one year will be discharged.

xx. (Page 31) No unspent amount under Section 135(5) pursuant to any project - clauses 3(xx)(a) and 3(xx)(b) not applicable .

For Mathur & Co., Chartered Accountants, Firms Registration No. 001952C Sd/- Anurag Kothari, Partner, Membership No. 114644, UDIN: 26114644CVEFWA7627 Place: Mumbai, Date: October 08, 2026

Annexure B - Report on Internal Financial Controls (Pages 32-33)

Opinion: Company has, in all material respects, adequate internal financial controls with reference to financial statements and such controls were operating effectively as at March 2026 , based on criteria established considering essential components of internal control per ICAI Guidance Note.

Managements and Boards Responsibility: Establish and maintain internal financial controls based on criteria; design, implementation and maintenance of adequate controls operating effectively for orderly and efficient conduct of business, adherence to policies, safeguarding assets, prevention/detection of frauds and errors, accuracy and completeness of accounting records, timely preparation of reliable financial information.

Auditors Responsibility: Express opinion based on audit conducted per Guidance Note and SAs under Section 143(10); comply with ethical requirements; plan and perform audit to obtain reasonable assurance; procedures include obtaining understanding of controls, assessing risk of material weakness, testing and evaluating design and operating effectiveness.

Inherent Limitations: Possibility of collusion or improper management override; material misstatements due to error or fraud may occur and not be detected; projections to future years subject to risk controls becoming inadequate due to changes in conditions or deterioration in degree of compliance.

Opinion (repeated): Company has maintained, in all material respects, adequate internal financial controls over financial reporting, operating effectively as at 31st March 2026 , based on criteria per ICAI Guidance Note.

For Mathur & Co., Chartered Accountants, Firms Registration No. 001952C Sd/- Anurag Kothari, Partner, Membership No. 114644, UDIN: 26114644CVEFWA7627