We have audited the accompanying Financial Statements of Bharat
Bhushan Finance & Commodity Brokers Limited (“the Company”),
which comprise the balance sheet as at 31 March 2024, the statement
of profit and loss (including other comprehensive income), statement
of cash flows and the statement of changes in equity for the year then
ended, and notes to the Financial Statements, including a summary of
the 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 Financial Statements give
the information required by the Companies Act, 2013, as amended
(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 the Company as at 31 March 2024, its profit
including other comprehensive income, its cash flows and changes in
equity for the year ended on that date.

Basis of Opinion

We conducted our audit of the Financial Statements in accordance
with the Standards on Auditing (SAs), as specified under section
143(10) of the Act. Our responsibilities under those SAs are further
described in the Auditor’s Responsibilities for the Audit of the 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 Financial Statements under the provisions
of the Act 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

We have determined that there are no key audit matter to communicate
in our report.

Information Other than the financial statements and Auditor’s Report
Thereon

The Company’s Board of Directors is responsible for the other
information. The other information comprises the Directors report to
be included in the Company’s Annual report, but does not include the
financial statements and our auditor’s report thereon. 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 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. We have nothing to report in this regard.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is 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 Indian Accounting
Standards (Ind AS) specified under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended.
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
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.

In preparing the Financial Statements, the 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 the Board of Directors
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.

Auditors’ Responsibility 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 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
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 Act, 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 the 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 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 for the financial year ended March 31,2024
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 sub-section (11) of section 143 of the Act, and on the basis of
such checks of the books and records of the Company as we
considered appropriate and according to the information and
explanations given to us, we give in the Annexure ‘A’ a statement
on the matters specified in the paragraph 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;

(c) The Balance Sheet, the Statement of Profit and Loss
(including other comprehensive income), 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 financial statements comply
with the Indian Accounting Standards (Ind AS) specified
under Section 133 of the Act read with Companies (Indian
Accounting Standards) Rules, 2015, as amended.

(e) On the basis of the written representations received from
the directors as on March 31,2024 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 Annexure ‘B’. Our
report expresses an unmodified opinion on the adequacy and
operating effectiveness of the Company’s internal financial
controls over financial reporting.

(g) 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, in our opinion and to the best of
our information and according to the explanations given to
us:

i. The Company did 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 during the year ended 31st
March, 2024.

iii. There has been no delay in transferring amounts,
required to be transferred to the Investor Education and
Protection Fund by the Company.

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 to or in any other person
or entity, including foreign entity (“Funding Parties”),
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 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. The Board of Directors of the Company have proposed
final dividend for the year which is subject to the approval
of the members at the ensuing Annual General Meeting.
The amount of dividend proposed is in accordance with
section 123 of the Act, as applicable.

(h) With respect to the matter to be included in the Auditor’s

Report under section 197(16):