We have audited the accompanying financial statements
of FGP LIMITED (hereinafter referred to as "the Company"),
which comprise the Balance Sheet as at 31st March
2024, the Statement of Profit & Loss (including Other
Comprehensive Income), Statement of Changes in Equity
and the Statement of Cash Flows for the year ended on
that date, and Notes to the financial statements, including
a summary of significant accounting policies and other
explanatory information.

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 under section 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 March 31, 2024 and
its Profit, changes in equity and its cash flows for the year
ended on that date.

Basis for Opinion

We conducted our audit of the Ind AS financial statements
in accordance with the Standards on Auditing ("SA"s)
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 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
requirements that are relevant to our audit of the 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 ICAI's Code of Ethics. We
believe that the audit evidence obtained by us 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 Ind AS 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 that there are no key audit matters to
communicate in our report for the year ended 31st March,
2024.

Information Other than the Financial Statements and
Auditor's Report Thereon

The Company's Management and Board of Directors are
responsible for the preparation of other information. The
other information comprises the information included in
the Annual Report, for example Management Discussion
and Analysis, Board's Report including Annexures to
Board's Report, Business Responsibility Report, Corporate
Governance and Shareholder's Information, but does
not include the financial statements and our auditor's
report thereon. The Annual report is expected to be made
available to us after the date of this report.

Our opinion on the Ind AS 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
identified above when it becomes available 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.

When we read Annual Report, if we conclude that there
is a material misstatement therein, we are required
to communicate the matter to those charges with
governance and take necessary actions as applicable
under the relevant laws and regulations.

Responsibilities of Management and Those Charged
with Governance for the 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,
including other comprehensive income, changes in
equity and cash flows of the Company in accordance
with the Ind AS and other accounting principles generally
accepted in India, including the 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 the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate implementation
and maintenance 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.

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 the Management
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing
the Company's financial reporting process.

Auditor's 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 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 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 Ind AS 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 Ind AS 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 the 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 sub-section (11)
of section 143 of the Companies Act, 2013, 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, 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 &
Loss, Statement 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
the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations
received from the directors as on 31st March,
2024 taken on record by the Board of Directors,
none of the directors is disqualified as on 31st
March, 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 our separate Report
in "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 the
requirements of section 197(16) of the Act, as
amended:

In our opinion and to the best of our information
and according to the explanations given to us,
no remuneration has been paid by the Company
to any of its directors. Accordingly, provisions of
Section 197 of the Act relating to remuneration
to directors are not applicable.

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) Rules,
2014, in our opinion and to the best of our
information and according to the explanations
given to us:

i. The Company has disclosed impact of all
pending litigations which would impact its
financial position in its financial statements.

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

iii. There was no amount which was required to
be transferred to the Investor Education and
Protection Fund by the Company during the
year.

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. The Company has not proposed or declared
or paid any Final or Interim Dividend during
the year.

vi. Based on our examination, which included
test checks, the Company has used
accounting softwares for maintaining its
books of account for the financial year

ended March 31, 2024 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
softwares. Further, during the course of our
audit we did not come across any instance
of the audit trail feature being tampered
with.

As proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 is applicable from April
1, 2023, reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 on
preservation of audit trail as per the statutory
requirements for record retention is not
applicable for the financial year ended March 31,
2024.

For MVK Associates

Chartered Accountants
Firm Registration No.: 120222W

CA. R. P. Ladha

Partner

Membership No.048195
UDIN:24048195BKEZQL5922
Place : Mumbai
Date : 03^rd May, 2024