Multiplus Holdings Ltd Auditors Report.

To,

The Members,

M/s Multiplus Holdings Limited.

Report on Standalone Financial Statements

We have audited the accompanying standalone financial statements of M/s Multiplus Holdings Limited (the Company), which comprise of the Balance Sheet as at 31st March, 2019, 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.

Managements Responsibility for the Standalone Financial Statements

The Companys Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (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 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 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 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.

Auditors Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provision 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 there under.

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 die financial statements. The procedures selected depend on the auditors 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 Companys preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companys 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 audit opinion on the standalone financial statement.

Opinion

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of die Company As at 31st March, 2019 and profit /loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

L. As required by Section 143(3) of die 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 purpose of our audit.

(a) 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.

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

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

(d) On the basis of the written representations received from the directors as on 31SI March, 2019 taken on record by the Board of Directors, none of the dir ectors is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164(2) of the Act.

(e) 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 A. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

(f) 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 explanations given to us;

i. The Company does not have any pending litigations which would impact its financial position.

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

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

2. As required by the Companies (Auditors Report) Order, 2016 (the Order) issued by the Central Government of India in terms of sub-section (II) of section 143 of the Act, we give in the Aniiexnre I, a statement of the matters specitied in paragraphs 3 and 4 of the Order.

For PPD AMD COMPANY
CHARTERED ACCOUNTANTS
FIRM REG. NO. 136510W
(PRADIP P. DEVANI)
PROPRIETOR
MUMBAI, 29th MAY, 2019. MEMBERSHIP NO.034517

Annexure to the Independent Auditors Report

(Referred to in Paragraph 2 under Report on Other Legal and Regulatory Requirements of our report of even date)

i. In respect of its Fixed Assets :

a) The Company has maintained proper records showing lull particulars, including quantitative details and situation of fixed assets.

b) Tire fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

c) The Company does not have any immovable properties.

ii. As explained to us, the company does not have any inventories and therefore the provisions of clause (ii) of the order are not applicable to the company.

iii. The company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnership or other parties covered in the register maintained under section 189 of the Companies Act, therefore paragraph 3 (iii) (a), (b) and (c) are not applicable.

iv. No loans, investments, guarantees, and security have been given by the company without complying with the provisions of sections 185 and 186 of the Companies Act, 2013. Investments made by the company have exceeded the limits mentioned under Sec 186 of the companies Act

v. According to the information and explanations given to us, the Company has not accepted any deposits in contravention of directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013,

vi. To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under clause 148(1) of the Companies Act, 2013, for the Company, and therefore die provisions of clause (vi) of the order are not applicable to the company.

vii. (a) As explained to us the company is regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues wherever applicable to the appropriate authorities and there are no arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) As explained to us there are no dues outstanding on account of dispute with income tax or sales tax or service tax or duty of custom or duty of excise or value added tax.

viii. The Company has not defaulted in repayment of Loans or borrowing to a financial intuition, bank government dues from bank and a unsecured loan from Director. Company has not taken any other loan or borrowings from financial institutions, government nor has issued any debentures.

ix. The company has not raised any moneys by way of initial public offer or further public offer (including debts instruments) or term loans hence reporting under clause (ix) of paragraph 3 of the order is not applicable,

x. During the course of our examination of the books of account and records of the Company carried out in accordance with generally accepted auditing practices in India and according to the information and explanations given to us, there are no incidence of fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

xi. In oiir opinion and according to the information and explanations given to us, the company has paid/provided managerial remuneration in accordance -with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii The Company is not a Nidhi Company, Therefore, the provisions of clause (xii) of paragraph 3 of the Order are not applicable to the Company.

xiii. According to the information and explanation given to us and based on our examination of the records, all the transactions with related parties are in compliance with section 188 of the Companies Act 2013 and appropriate disclosure is given to the financial statements wherever required.

xiv. According to the information and explanations given to us, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Therefore, the provisions of clause (xiv) of paragraph 3 of the Order are not applicable to the Company.

xv. In our opinion and according to the information and explanations given to us, during the year, the Company has not entered into any non-cash transactions with directors or persons connected with the directors. Therefore, the provisions of clause (xv) of paragraph 3 of the Order are not applicable to the Company.

xvi. The company is not required to be registered under section 45-LA of the Reserve Bank of India Act, 1934.

For PPD AMD COMPANY
CHARTERED ACCOUNTANTS
FIRM REG. NO. 136510W
(PRADIP P. DEVANI)
PROPRIETOR
MUMBAI, 29th MAY, 2019. MEMBERSHIP NO.034517

Aonexure B

Independent Auditors Report on the Internal Financial Controls over financial reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the Act)

We have audited the internal financial controls over financial reporting of M/s Multiplus Holdings Limited (the Company) as of 31st March 2019 in conjunction with our audit of the financial statements of the Company for the year then ended.

Managements Responsibility for Internal Financial Controls

The Companys management is 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. 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 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) and the Standards on Auditing, issued by 1CAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, 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 the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, 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 repotting.

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 exter nal purposes in accordance with generally accepted accounting principles. A companys internal financial con trol 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 prepara tion 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 un authorized 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 possi biiity of collusion or improper management override of controls, material misstatements due to error or 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 finan cial 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, 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 atSIst March, 2019, based on the internal control over financial reporting criteria established by the Com pany considering the essential components of internal control stated in the Guidance Note on Audit of Inter nal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For PPD AND COMPANY
CHARTERED ACCOUNTANTS
FIRM REG. NO. 136510W
(PRADIP P. DEVANI)
PLACE -MUMBAI PROPRIETOR
DATE -29th May 2019.