Auditor Report of Hi-Green Carbon Ltd.

Mar 31, 2025

1. We have audited the standalone financial statements of Hi-Green Carbon Limited, Rajkot (CIN:
L45100GJ2011PLC066917) (hereinafter referred to as the “Company"), which comprise the balance
sheet as at 31 March 2025, and the statement of profit and loss and the cash flow statement for the
year then ended, and notes to the financial statements, including a summary of significant accounting
policies and other explanatory information.

2. 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
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 2025, and its profit
and cash flows for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Companies Act, 2013 (hereinafter referred to as the “Act"). 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 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.

Key audit matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the standalone financial statements for the financial year ended on 31 March 2025.
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. For each
matter below, our description of how our audit addressed the matter is provided in that context.

5. We have determined the matters described below to be the key audit matters to be communicated in
our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the
audit of the financial statements section of our report, including in relation to these matters.
Accordingly, our audit included the performance of procedures designed to respond to our
assessment of the risks of material misstatement of the financial statements. The results of our audit
procedures, including the procedures performed to address the matters below, provide the basis for
our audit opinion on the accompanying financial statements.

Investment in Subsidiary as defined u/s 2(87) of Companies Act, 2013
The Company has invested in its subsidiary	We performed the following audit procedures,
companies, during the reporting period.	amongst	others:
(i) ^. 170 Lakhs in Samsara Recycling Private Limited, Rajkot; and	•	Examined the board resolutions for acquisition of shares of subsidiary;
(ii) ^. 0.51 Lakhs in Green Valley Hydrocarbon Private Limited, Rajkot,	•	Verified proof of payment of such acquisition;
	•	Verified the memorandum of association of Samsara Recycling Private Limited, Rajkot and Green Valley Hydrocarbon Private Limited, Rajkot, to ascertain that the objects of the said Company are in line with the Company.
	•	Reviewed the accounting and disclosure in this report;
	•	Reviewed the requirement of impairment of such investment.

6. Based on the above, the management''s assessment and disclosures are found to be reasonable and in
compliance with the applicable financial reporting framework.

Information other than the financial statements and auditors'' report thereon:

7. The Company''s board of directors is responsible for the preparation of the other information. The
other information comprises the Board''s Report including Annexure to Board''s Report but does not
include the financial statements and auditor''s report thereon.

8. Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.

9. 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 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.

Responsibility of Management and those charged with Governance for the standalone Financial

Statements:

10. 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 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. 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 the accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the financial statement that give a true and fair view and are
free from material misstatement, whether due to fraud or error.

11. In preparing the standalone 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 management either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.

12. 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:

13. Our objectives are to obtain reasonable assurance about whether the standalone 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.

14. As a 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 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.

15. 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 the relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.

Other Matters:

16. We were not physically present at the time of inventory verification by the management and
therefore, we have relied on the inventory as taken and verified by the management.

17. We draw attention to Note No. 10.1 of the “Notes to Accounts" of the Financial Statements attached
herewith which discloses the Company''s trade payable into sub-head “Due to Micro and Small
Enterprises" and “Due to Others". The Company informed us that it has classified its suppliers into
Micro and Small enterprises and Medium Enterprises as defined under the Micro, Small and Medium
Enterprises Development Act, 2006 (the “MSMED Act"). We have relied on the management for
classification of such suppliers into Micro and Small Enterprises. The Company has, further, not
provided any interest payable under section 16 of the MSMED Act to suppliers falling under the
MSMED Act. The Company has not produced before us any details of such interest payable under
section 16 of the MSMED Act.

18. Having regard to the size of the Company and its operation, we have not modified our report in the
above matters.

Report on Other Legal and Regulatory Requirements:

19. 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 - B" statement on the matters specified in paragraphs 3 and 4 of the Order, to the
extent applicable.

20. As required by sub-section (3) of section 143 of the Act, further to our comments in the Annexure,
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 except for the matters stated in sub¬
paragraph (j)(h) below on reporting under clause (g) of Rule 11;

c) Accounts of the Company''s branch office is audited by us, and therefore, in our opinion,
reporting under clause (c) of sub-section 3 of section 143 is not required;

d) The Balance Sheet, and the Statement of Profit and Loss dealt with by this Report are in
agreement with the books of account;

e) In our opinion, the 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;

f) In our opinion, there are no observations or comments on financial transactions or matters
which have any adverse effect on the functioning of the Company;

g) On the basis of the written representations received from the directors as on 31 March 2025
taken on record by the Board of Directors, none of the directors are disqualified as on 31 March
2025 from being appointed as a director in terms of sub-section (2) of Section 164 of the Act;

h) The qualifications, reservations or adverse remarks relating to the maintenance of accounts
and other matters connected therewith are as stated in the sub-paragraph (b) above on
reporting under clause (b) of sub-section (3) of section 143 and sub-paragraph (j)(h) below on
reporting under clause (g) of Rule 11;

i) 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";

j) 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:

a) The Company does not have any pending litigations which would impact its financial
position in its financial statements.

b) The Company has made provision, as required under the applicable law or accounting
standards, for material foreseeable losses, if any, on long-term contracts including
derivative contracts.

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

d) The management has represented that, to the best of its knowledge and belief, as disclosed
in the Note No. 47 of the financial statements attached herewith, no funds 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/s or entity/is
including foreign entity/is (“Intermediaries"), with the understanding, whether recorded
in writing or otherwise, that the Intermediaries shall, 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 the
behalf of the Ultimate Beneficiaries.

e) The management has represented that, to the best of its knowledge and belief, as disclosed
in the Note No. 48 of the financial statements attached herewith, no funds have been
received by the Company from any person/s or entity/is including foreign entity/is
(“Funding Party/ies"), with the understanding, whether recorded in writing or otherwise,
that the Company shall, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Party/is (“Ultimate
Beneficiaries") or provide any guarantee, security or the like on the behalf of the Ultimate
Beneficiaries.

f) Based on the audits procedures performed that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us to

believe that representations under sub-clauses (I) and (ii) of clause (e) of Rule 11 contain
any material misstatement.

g) During the financial year under audit, no dividend has been declared, or paid by the
Company.

h) Based on our examination on test check basis, the company has used an accounting
software for maintaining its books of account which has a feature of recording audit trail
(edit log) facility and except for the instances mentioned below, the same has operated
throughout the year for all relevant transactions recorded in software.

(i) The feature of recording audit trail (edit log) facility was not enabled at the database
level to log any direct data changes for the accounting software used for maintain the
books of account for the period 01 April 2024 to 31 March, 2025.

(ii) The feature of audit trail (edit log) facility was not enabled at the application layer of
accounting software for the period 01 April 2024 to 04 May 2024.

(iii) The feature of audit trail (edit log) facility, for the Dondaicha branch of the Company,
was not enabled at the database level as well as the application layer of accounting
software for the period 01 April 2024 to 25 February 2025.

Further, from the date audit trail (edit log) facility was enabled, it was operated throughout the
period and we did not come across any instance of audit trail feature being tempered with.

Further, as per proviso to sub-rule 1 of Rule 3 of the Companies (Account) Rule, 2014 is applicable
from 01 April, 2023, reporting under sub-rule (g) of Rule 11 of the Companies (Audit and Auditors)
Rule, 2014 on preservation of audit trail as the statutory requirement for record retention is now in
effect. However, as the audit trail records have been maintained commencing from the F.Y. 2024¬
25, no records of the prior period have been preserved.

For J C Ranpura & Co.

Chartered Accountants
Firm Registration No.108647W

SD/-

Ketan Y. Sheth
Partner

Membership No. 118411
UDIN: 25118411BMHVGH8293

Place: Rajkot.

Date: 27 May, 2025

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Mar 31, 2024

1. We have audited the standalone financial statements of M/s. Hi-Green Carbon Limited, Rajkot (CIN: U45100GJ2011PLC066917) (hereinafter referred to as the "Company"), which comprise the balance sheet as at 31 March 2024, and the statement of profit and loss and the cash flow statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

2. 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 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, and its profit and cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (hereinafter referred to as the "Act"). 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 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.

Key audit matters

1. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended on 31 March 2024. 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. For each matter below, our description of how our audit addressed the matter is provided in that context.

2. We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

Transactions with Related parties as defined u/s 2(76) of the Companies Act, 2013
	How our audit addressed the key audit matter
The company has advanced of ^. 1927.80 Lakhs for acquisition of capital goods to one of its related parties defined under clause (76) of section 2 of the Companies Act, 2013. At the end of the financial year 2023-24, the closing balance of such advances were ^ 2022.51 Lakhs	We performed the following audit procedures, amongst others: • We obtained an understanding of the Company''s design and implementation of controls over recording of the transactions with related parties and tested the operating effectiveness of these controls. • We also performed various analytical procedures to identify any unusual trends for further testing. • The Company has passed resolution under section 188 of the Company Act, 2013 authorizing its board of directors to give advances.
Utilization of the funds raised through Public Offer.
The company has raised funds of ^. 4492.50 Lakhs from public by way of Public Issue of shares.	We performed the following audit procedures, amongst others: • We verified the Prospectus issued by the Company and verified the purpose for which the funds were raised. • We compared the amount shown as proposed to be used in the prospectus with actual amount used/utilized. • We analyzed the timing of the issue of the shares and utilization of funds.
Investment in Subsidiary as defined u/s 2(87) of Companies Act, 2013
The company has invested ^. 500 Lakhs in a subsidiary company M/s. Shantol Recycling Private Limited, Rajkot.		We performed the following audit procedures, amongst others: • We have verified the Bank statements of the Company showing payment for the investment. • We have verified the memorandum of association of M/s. Shantol Recycling Private Limited, Rajkot to ascertain that the objects of the said Company are in line with the Company. • Further, the company has passed the resolution for the purpose of formation of subsidiary company.

Information other than the financial statements and auditors'' report thereon:

1. The Company''s board of directors is responsible for the preparation of the other information. The other information comprises the Board''s Report including Annexure to Board''s Report but does not include the financial statements and auditor''s report thereon.

2. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

3. 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 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.

Responsibility of Management and those charged with Governance for the standalone Financial Statements:

1. 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 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. 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 the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

2. In preparing the standalone 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

3. 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:

1. Our objectives are to obtain reasonable assurance about whether the standalone 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.

2. As a 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 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.

3. 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 the relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters:

1. We were not physically present at the time of inventory verification by the management and therefore, we have relied on the inventory as taken, verified, and valued by the management.

2. The Company is not possessing any evidence to demonstrate whether sections 206AB and 206CCA of the Income-tax Act, 1961 has been complied with or not at the time tax has been deducted or collected at source.

3. We draw attention to Note No. 9.1 of the "Notes to Accounts" of the Financial Statements attached herewith which discloses the Company''s trade payable into sub-head "Due to Micro and Small Enterprises" and "Due to Others". The Company informed us that it has classified its suppliers into Micro and Small enterprises and Medium Enterprises as defined under the Micro, Small and Medium Enterprises Development Act, 2006 (the "MSMED Act"). We have relied on the management for classification of such suppliers into Micro and Small Enterprises. The Company has, further, not provided any interest payable under section 16 of the MSMED Act to suppliers falling under the MSMED Act. The Company has not produced before us any details of such interest payable under section 16 of the MSMED Act.

4. Having regard to the size of the Company and its operation, we have not modified our report in the above matters.

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 statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by sub-section (3) of section 143 of the Act, further to our comments in the Annexure, 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) ln 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 except for the matters stated in sub-paragraph (j)(h) below on reporting under clause (g) of Rule 11;

(c) Accounts of the Company''s branch office is audited by us, and therefore, in our opinion, reporting under clause (c) of sub-section 3 of section 143 is not required;

(d) The Balance Sheet, and the Statement of Profit and Loss dealt with by this Report are in agreement with the books of account;

(e) In our opinion, the 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;

(f) In our opinion, there are no observations or comments on financial transactions or matters which have any adverse effect on the functioning of the Company;

(g) On the basis of the written representations received from the directors as on 31 March 2024 taken on record by the Board of Directors, none of the directors are disqualified as on 31 March 2024 from being appointed as a director in terms of subsection (2) of Section 164 of the Act;

(h) The qualifications, reservations or adverse remarks relating to the maintenance of accounts and other matters connected therewith are as stated in the subparagraph (b) above on reporting under clause (b) of sub-section (3) of section 143 and sub-paragraph (j)(h) below on reporting under clause (g) of Rule 11;

(i) 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";

(j) 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 does not have any pending litigations which would impact its financial position in its financial statements.

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

(iv) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note No. 45 of the financial statements attached herewith, no funds 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/s or entity/is including foreign entity/is ("Intermediaries"), with

the understanding, whether recorded in writing or otherwise, that the Intermediaries shall, 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 the behalf of the Ultimate Beneficiaries.

(vi) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note No. 46 of the financial statements attached herewith, no funds have been received by the Company from any person/s or entity/is including foreign entity/is ("Funding Party/ies"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party/is ("Ultimate Beneficiaries") or provide any guarantee, security or the like on the behalf of the Ultimate Beneficiaries.

(vii) Based on the audits procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that representations under sub-clauses (l) and (ii) of clause (e) of Rule 11 contain any material misstatement.

_(viii) During the financial year under audit, no dividend has been declared, or paid by the Company.

(ix) Based on our examination on test check basis, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility. However, the Company did not operate such facility during the year. Further, as proviso to sub-rule 1 of Rule 3 of the Companies (Account) Rule, 2014 is applicable from April 1, 2023, reporting under sub-rule (g) of Rule 11 of the Companies (Audit and Auditors) Rule, 2014 on preservation of audit trail as the statutory requirement for record retention is not applicable for the financial year ended on March 31, 2024.

For J C Ranpura & Co.,

Chartered Accountants Firm Registration no. 108647W

Ketan Y. Sheth

Partner

Membership no. 118411

UDIN: 24118411BJZWQZ4608

Place: Rajkot

Date: 18 May 2024

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Mar 31, 2023

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

OPINION

1.0    We have audited the financial statements of M/s. Hi-Green Carbon Limited (previously known as M/s Shantol Green (India) Private Limited) (hereinafter referred to as the "Company”), which comprise the balance sheet as at 31^st March 2023, and the statement of profit and loss and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

2.0    In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph below, the aforesaid financial statements give the information required by the Companies Act, 2013 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^s1 March, 2023, and its profit, and its cash flows for the year ended on that date.

BASIS FOR QUALIFIED OPINION

1.0    The Company has neither provided any information regarding interest paid or payable to suppliers falling under the Micro, Small and Medium Enterprises Development Act. 2006 (the said Act) and not charged such interest to its Statement of Profit and Loss for the financial year 2022-23 (the said year) nor ascertain due date of payment as per the said Act. Had the Company provided for such interest, the Company’s profit for the said year would have been lower than what is stated in the Statement of Profit and Loss Account for the said year, the balance of Reserves and surplus would have been lower than what is stated in the Balance Sheet as at the end of the said year and either its provision for expenses would have been higher or balance in short-term borrowing in the nature cash credit account or its cash and cash equivalent for the said year would have been lower than what is stated in the Balance Sheet as at the end of the said year.

2.0    We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (hereinafter referred to as the Act") 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 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 respo^j^tf^S^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.

KEY AUDIT MATTERS

10 Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period.

2.0    Reporting of key audit matters as per SA 701, Key Audit Matters are not applicable to the company as it is an unlisted company.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORS’ REPORTTHEREON.

1.0    The Company's board of directors is responsible for the preparation of the other information. The other information comprises the Board's Report including Annexure to Board's Report but does not include the financial statements and auditor's report thereon.

2.0    Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

3.0    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 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.

RESPONSIBILITY OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THEFINANCIAL STATEMENTS

1.0    The Company's Board of Directors is responsible for the matters stated in section 134j5) 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, 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. 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 the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financia statement that give a true and fair view and are free from material misstatement, whether due to fraud or error

2.0    In preparing the 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 management either

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

3.0    The Board of Directors are also responsible for overseeing the company’s financial reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

1.0    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.

2.0    As a 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 contro

•    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) : 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 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.

3.0    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 the relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

OTHER MATTERS:

1.0    We were not physically present at the time of inventory verification by the management and therefore, we have relied on the inventory as taken, verified, and valued by the management.

2.0    The Financial Statements of the company includes certain payment to non-resident person as per the Income-tax Act, 1961 and therefore, the company is required to file Form 15CA for the purpose of making such foreign remittance outside India to Non- Resident according to Rule 37BB of Income Tax Act.1961. We have not been provided any evident as to whether the Company has filed such form.

3.0    The company has incurred Security Service Expense from Individual suppliers. On such service, the company is required to pay GST under reverse charge mechanism under section 9 of CGST Act, 2017. The company has not paid such liability under Reverse charge of the said Act. However, the Company has discharged its GST liability on such services under forward charge mechanism.

4.0    The company has not deducted tax at source on certain Transportation Expenses stating that the suppliers of such service have produced before company the Certificate for Lower deduction of tax. But such certificates have not been produced before us for verification.

5.0    The Company is not possessing any evidence to demonstrate whether sections 206AB and 206CCA of the Income-tax Act, 1961 has been complied with or not at the time tax has been deducted or collected at source

6.0    Having regard to the size of the Company and its operation, we have not modified our report in the above matters.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1.0    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 statem^nLan the matters specified in paragraphs 3 and 4 of the Order to the extent applicable

2 0 As required by Section 143(3) of the Act, further to our comments in the Annexure. we report

that:

(a)    We have sought and obtained all the information, except for the matters described under the "Basis for Qualified Opinion" paragraph, and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit

(b)    Except for the matters described under the “Basis for Qualified Opinion" paragraph 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 Company does not have any branch and therefore, this clause is not applicable

(d)    The financial statements dealt with by this Report are in agreement with the books of account.

(e)    Except for the matters described under the “Basis for Qualified Opinion" paragraph, 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.

(f)    In our opinion, there are no observations or comments on financial transactions or matters which have any adverse effect on the functioning of the Company

(g)    On the basis of the written representations received from the directors as on 31^st March, 2023 taken on record by the Board of Directors, none of the directors are disqualified as on 31^st March, 2023 from being appointed as a director in terms of Section 164(2) of the Act.

(_h)    There are no qualifications, reservations or adverse remarks relating tc tne maintenance of accounts and other matters.

(i)    With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls re to ... separate Report in Annexure B

(j)    With respect to the other matters to be included in the Auditor s Report m accc'ce ~c with Rule 11 of the Companies (Audit and Auditors) Rules 2014 n our op - cn ana to the best of our information and according to the exp ana: ons g ver :o us

(i) The Company does not have any pending *. gate's wh ch wo_ c mpact its finance' ccsition in its financai statements

=    -=_s -ace    == rt.ei JVler the applicable law or

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

(iv)    The management has represented that, to the best of it's knowledge and belief, as disclosed in the Note No. 20(xiv) of the financial statements attached herewith, no funds 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/s or entity/ies including foreign entity/ies (“Intermediaries’’), with the understanding, whether recorded in writing or otherwise, that the Intermediaries shall, 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 the behalf of the Ultimate Beneficiaries.

(v)    The management has represented that, to the best of it’s knowledge and belief, as disclosed in the Note No. 20(xiv) of the financial statements attached herewith, no funds have been received by the Company from any person/s or entity/ies including foreign entity/ies (“Funding Party/ies), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly Idnd or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party/ies (“Ultimate Beneficiaries") or provide any guarantee, security or the like on the behalf of the Ultimate Beneficiaries.

(vi)    Based on the audits procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that representations under sub-clauses (i) and (ii) of clause (e) of Rule 11 contain any material mis-statement

(vii)    As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company only w.e.f. April 1, 2023, reporting under this clause is not applicable.

(viii)    During the financial year under audit, no dividend has been declared, or paid by the Company.

For J C RANPURA & Go

C ha rtere^^^^^r^z

©[KetawKjr Sheth]

Partner

Date:    11.04.2023    (Membership No 118411)

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