Auditor Report of Ishan International Ltd.

Mar 31, 2025

ISHAN INTERNATIONAL LIMITED

Report on the Audit of the Standalone Ind AS Financial Statements

OPINION

We have audited the accompanying standalone Ind AS Financial Statements of Ishan International Limited (hereinafter referred to as “Company”), which comprise the Balance Sheet as at March 31, 2025 the Statement of Profit and Loss (including other comprehensive income) and the Cash Flow Statement and the Statement of Changes in Equity for the year ended on that date, and notes to the standalone Ind AS financial statements, including a summary of the significant accounting policies and other explanatory information (herein after referred to as “the standalone Ind AS financial statements”)

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 (“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 March 31, 2025, its profit including other comprehensive income, their cash flows and the statement of changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone 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 independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act 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 we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS 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 standalone Ind AS financial statements of the current period. These matters were addressed in the context of our audit of the standalone 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 the matters described below to be the key audit matters to be communicated in our report.

Sr.	Key Audit Matter	Auditors Response
1.	Recoverability and valuation of allowance for impairment of overdue trade receivables: The Company has old outstanding trade	Our audit procedures included but were not limited to the following: ¦ Obtained an understanding of the process adopted by the Company in

	receivables of Rs. 562.74 lakhs for		estimating expected credit loss
	more than 365 days (‘overdue trade		including the key inputs and
	receivables’) as on March 31, 2025.		assumptions. Since assumptions and
	The Company recognizes loss		parameters are based on historical data,
	allowance of Rs. 109.44 Lakhs (Rs.		we assessed whether historical
	317.98 Lakhs less amount of Rs.		experience was representative of current
	208.54 Lakhs withdrawn from General		circumstances and are relevant;
	Reserve) for trade receivables at the	¦	Assessed and tested the design and
	expected credit loss (''ECL'') as per the		operating effectiveness of the internal controls over the process of estimating
	principles enunciated under Ind AS 109,		recoverability and the allowance for
	Financial Instruments (‘Ind AS 109’).		impairment on trade receivables in
	Assessment of the recoverability of		accordance with Ind AS 109;
	trade receivables with the related ECL	¦	Understanding the key inputs used in
	is inherently subjective and requires		the provisioning model by the
	significant management judgement		Company such as repayment history,
	which includes repayment history and		terms of underlying arrangements,
	financial position of entities from whom		overdue balances, market conditions,
	these balances are recoverable, terms of		etc.
	underlying arrangements, overdue	¦	Tested the methodology applied in the
	balances, market conditions etc.		credit loss provision calculation by
	Considering the materiality of the amounts involved and significant		comparing it to the requirements of Ind AS 109, and appropriateness and reasonableness of the assumptions
	degree of judgement and subjectivity		related to credit loss rate including the
	involved in the estimates and		historical bad-debts applied in their
	assumptions used in determining the		assessment of the receivables allowance
	expected credit loss, we have	¦	Obtained balance confirmation for
	considered this matter as a key audit		selected samples as provided by the
	matter.	¦	management and verified the reconciliation for differences, if any for the confirmations received; Assessed the recoverability of overdue trade receivables through inquiry with the management and by obtaining sufficient corroborative evidence to support the conclusion;
2.		The Company is in the process of completing
		the	necessary formalities and documentation
	We draw your attention to Note no. 38 to	for submission to the RBI through the bank
	the financial results, The Company is yet	and expects to regularize the matter shortly.
	to complete the formalities of seeking

3.	extension of time from Reserve Bank of India (RBI) for delay in recovering dues from the foreign customers outstanding for a period exceeding 270 days from the date it became due for payment.	The management is actively pursuing
	We draw your attention to Note no. 35 of	resolution of these outstanding amounts
	financial results, During the year, the Company had extended advances aggregating ?63.75 crores to two suppliers against procurement of materials. Subsequently, the intended customer declined to accept materials from the said suppliers. In response, the Company, in consultation with the original advance recipients, identified alternate vendors who would supply the required materials, with settlement to be made by the parties to whom the advances were originally issued. As of 31st March 2025, advances amounting to ?44.87 crores remain unsettled and are classified under "Other Current Assets"	Order is stand fulfilled and completed as of
4.	in the financial statements.	31.03.2025.
	We draw your attention to note No. 40 to the financial results, the Company had entered into a continuous supply arrangement and all terms and conditions mutually decided with Reliance Industries Limited (customer) for the supply of various products, valued at Rs. 51.42 (Rs. 60.68 cr including GST & TDS) crores. Under this arrangement, materials were supplied directly from the supplier’s location to Reliance Industries Limited following a "Bill to Ship to" model. Our vendors, under our instructions, delivered materials directly to Reliance Industries Limited on a regular basis, with each delivery supported by a valid invoice and e-way

bill. As this was a continuous supply arrangement, we issue periodic invoices that consolidate all deliveries made to Reliance Industries within the billing period, ensuring accurate and efficient accounting of supplies.The advance received from RIL was Rs. 51.42 cr (Rs. 60.68 crores including GST & TDS) against which supplies made till 31st March, 2025 was Rs. 51.42 cr.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Company’s annual report, but does not include the standalone Ind AS financial statements and our auditor’s report thereon.

Our opinion on the standalone 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 standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone 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.

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s management and 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 Ind AS financial statements that give a true and fair view of the state of affairs, profit and other comprehensive income and cash flows and statement of 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 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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone Ind AS financial statements, management and Board of Directors are 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. The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial State ments

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 standalone 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 standalone Ind AS 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 financial 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 through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements 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 in the standalone financial statements.

• Conclude on the appropriateness of the Management on 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 c ontinue 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 standalone 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 standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of the statement in the standalone Ind AS 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 standalone Ind AS 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

As required by the Companies (Auditors’ Report) Order, 2020 (‘the Order’) issued by the Central Government in terms of Section 143 (11) of the Act, we give in the ‘Annexure B’ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

(A) 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), Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account;

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Ind AS specified under Section 133 of the Act;

e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025 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 A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone 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 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 it’s knowledge and belief, other than as disclosed in the notes to the accounts, 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 entities (“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 it’s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities (“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; and

(c) Based on such 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. No dividend have been declared or paid during the year by the company

vi. Based on our examination, the company, has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility. The company has implemented the audit trail facility and is working.

(C) 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, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

For Hiren Buch Associates Chartered Accountants (Firm’s Registration No. 116131W)

Sd/-

Hiren Buch

Partner Place: Mumbai

(Membership No.045767) Date: 22^nd May 2025

UDIN:-25045767BNKNYM4339

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Mar 31, 2024

We have audited the accompanying standalone Ind AS Financial Statements of Ishan International Limited (hereinafter referred to as “Company”), which comprise the Balance Sheet as at March 31, 2024 the Statement of Profit and Loss (including other comprehensive income) and the Cash Flow Statement and the Statement of Changes in Equity for the year ended on that date, and notes to the standalone Ind AS financial statements, including a summary of the significant accounting policies and other explanatory information (herein after referred to as “the standalone Ind AS financial statements”)

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 (“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 March 31, 2024, its profit including other comprehensive income, their cash flows and the statement of changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone 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 independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act 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 we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS 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 standalone Ind AS financial statements of the current period. These matters were addressed in the context of our audit of the standalone 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 the matters described below to be the key audit matters to be communicated in our report.

Sr.	Key Audit Matter	Auditors Response
1.	Recoverability and valuation of allowance for impairment of overdue trade receivables: The Company has old outstanding trade receivables of Rs. 534.07 lakhs for more than 365 days (‘overdue trade receivables’) as on March 31, 2024. The Company recognizes loss allowance of Rs. 109.44 Lakhs (Rs. 182.18 Lakhs less amount of Rs. 72.74 Lakhs withdrawn from General Reserve) for trade receivables at the expected credit loss (''ECL'') as per the principles enunciated under Ind AS 109, Financial Instruments (‘Ind AS 109’). Assessment of the recoverability of trade receivables with the related ECL is inherently subjective and requires significant management judgement which includes repayment history and financial positionof entities from whom these balances are recoverable, terms of underlying arrangements, overdue balances, market conditions etc. Considering the materiality of the amounts involved and significant degree of judgement and subjectivity involved in the estimates and assumptions used in determiningthe expected credit loss, we have considered this matter as a key auditmatter. ---	Our audit procedures included but were not limited to the following: ¦ Obtained an understanding of the process adopted by the Company in estimating expected credit loss including the key inputs and assumptions. Since assumptions and parameters are based on historical data, we assessed whether historical experience was representative of current circumstances and are relevant; ¦ Assessed and tested the design and operating effectiveness of the internal controls over the process of estimatingrecoverability and the allowance for impairment on trade receivables in accordance with Ind AS 109; ¦ Understanding the key inputs used in the provisioning model by the Company such as repayment history, terms of underlying arrangements, overdue balances, market conditions, etc. ¦ Tested the methodology applied in the credit loss provision calculation by comparing it to the requirements of Ind AS 109, and appropriateness and reasonableness of the assumptions related to credit loss rate including the historical bad-debts applied in their assessment of the receivables allowance ¦ Obtained balance confirmation for selected samples as provided by the management and verified the reconciliation for differences, if any for the confirmations received; ¦ Assessed the recoverability of overdue trade receivables through inquiry with the management and by obtaining sufficient corroborative evidence to support the conclusion;

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company s Management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Company’s annual report, but does not include the standalone Ind AS financial statements and our auditor’s report thereon.

Our opinion on the standalone 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 standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone 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.

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s management and 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 Ind AS financial statements that give a true and fair view of the state of affairs, profit and other comprehensive income and cash flows and statement of 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 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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone Ind AS financial statements, management and Board of Directors are 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. The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 standalone 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 standalone Ind AS 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

• Obtain an understanding of internal financial 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 through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements 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 in the standalone financial statements.

• Conclude on the appropriateness of the Management on 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 standalone 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 standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of the statement in the standalone Ind AS 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 standalone Ind AS 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

As required by the Companies (Auditors’ Report) Order, 2020 (‘the Order’) issued by the Central Government in terms of Section 143 (11) of the Act, we give in the ‘Annexure B’ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

(A) 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), Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account;

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Ind AS specified under Section 133 of the Act;

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 our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone 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.

Hi. 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 it''s Knowledge and belief, other than as disclosed in the notes to the accounts, 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 entities (“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 it''s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("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; and

(c) Based on such 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 mis-statement.

v. No dividend have been declared or paid during the year by the company

vi. Based on our examination, the company, has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility, however the accounting software did not have the audit trail feature enabled throughout the year.

(C) 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, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section I 97 of the Act.

For Hiren Buch Associates Chartered Accountants (Firm’s Registration No. 116131W)

Sd/-

^{Sandeep Chaturvedi} Place: Mumbai

Partner

Date: July 4, 2024

(Membership No.154248)

UDIN .-241S4248BKHBHD7S79

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Mar 31, 2023

INDEPENDENT AUDITORS REPORT

To the Members of
Ishan International Limited

(Formerly Known as Ishan International Private Limited)

Report on the Consolidated Financial Statements

Opinion

We have audited the accompanying Consolidated financial statements of M/s Ishan
International Limited (“the Holding Company”) and its Joint Venture referred in Annexure
A (the holding company and one Joint Venture together referred to as “the Group), which
comprises the Consolidated Balance sheet as at 31st March 2023, and the Consolidated
Statement of Profit and Loss (Including other comprehensive income), the Consolidated
statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and
notes to the financial statements, and a summary of significant accounting policies and other
explanatory information, (herein after referred to as “the consolidated Ind AS financial
statements”.)

In our opinion and to the best of our information and according to the explanations given to
us, and based on the consideration of management certified financial statement of Joint
Venture (refer other matter para) the aforesaid Consolidated 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 accounting principles generally accepted in
India including AS specified under section 133 of the Act, of the state of affairs of the
Company as at March 31, 2023, and its consolidated profit and Consolidated cash flow for
the year ended on that date.

Basis for Opinion

We conducted our audit of the Consolidated financial statements in accordance with the
Standards on Auditing specified under section 143 (10) of the Act (SAs). Our responsibilities
under those Standards are further described in the Auditor’s Responsibilities for the Audit of
the Consolidated 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 Consolidated financial statements under the provisions of the Act and the Rules
made thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the lCAI’s Code of Ethics. We believe that the audit evidence obtained
by us is sufficient and appropriate to provide a basis for our audit opinion on the Consolidated
financial statements.

Emphasis of Matter

a) We draw your attention to Note No 43 of the notes to accounts, Revenue from operations of
lshan International Limited includes commission accrued but not due in respect of ongoing
projects.

b) We draw your attention to Note no 36 of the notes to accounts that the balances of trade
payables, trade receivables, advances received / advances given, GST liabilities / Input credits
and income tax Assets (Net of liabilities) are subject to reconciliation and confirmation. The
management is in the process of reconciling the same.

c) We draw your attention to Note no. 37 of the notes to accounts that the Company is yet to
complete the formalities of seeking extension of time from Reserve Bank of India (RBI) for
delay in recovering the dues from the foreign customers outstanding for a period exceeding
270 days from the date of income become due for payment.

d) We draw your attention to Note no 32 of the notes to account that As per Ind AS 109 Financial
Instrument" the company is required to consider "Provision of Expected Credit Loss" on all
financial assets on the basis of expected probability of recoverability of such financial
instruments. During the year ended 31st March 2023, the company has written oft Rs. 31.87
Lacs as expected credit loss in the financial statements and impaired assets of Rs. 151.01 Lacs.
The Company has not provided Expected Credit Loss on receivables outstanding for more than
270 days amounting to Rs. 519.89 Lacs as the management is sure of recovering the dues in
frill.

e) We draw your attention to Note no. 41 of the notes to accounts that In the results submited for
current year on 2nd June 2023, the provision for expceted credit loss (ECL) was shown under
the head long term provisions instead of reducing the same from Debtors and Advances, Now
the presentation has been corrected, the corrected presentation has no impact on the profit/loss
of the company for the current year

f) We draw your attention to Note no. 33 of the notes to accounts, that The company has given
advances of Rs. 550 Lacs against materials to be supplied to two parties. As per the terms of
purchase orders. The materials against said advances will be delivered in the financial year
2023-24 in lots as per requirements. The company has sent a mail to the party lor confirmation
of balance, the reply of the mail is awaited.

• The Holding Company’s management and Board of Directors are responsible for the other
information. The other information comprises the information included in the Director’s report.
Management discussion & Analysis and Business responsibility report, but does not include
the Consolidated financial statements and our auditor’s report thereon.

• Our opinion on the Consolidated 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 Consolidated 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 our audit or
otherwise appears to be materially misstated.

• If, based on Lhe work we have performed, we conclude that there is a material misstatement
of this other information; wc arc required lo report that fact. Wc have nothing to report in this
regard.

Management and Board of Director Responsibilities for the Consolidated Financial
Statements

The Company’s management and Board of Directors are responsible for the matters stated in
section 134(5) of the Act with respect to the preparation and presentation of these
Consolidated financial statements that give a true and fair view of the financial position,
financial performance and cash flows in accordance with the accounting principles generally
accepted in India, including the Accounting Standards (AS) 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
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 Consolidated financial statement that give
a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Consolidated financial statements, management and Board of Directors are
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.

Board of Directors of the companies included in the group are also responsible for overseeing
the Company’s financial reporting process.

Auditor''s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the Consolidated financial
statements 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 based on these Consolidated financial
statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. Wc also:

• Identify and assess the risks of material misstatement of the Consolidated 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 financial 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 Consolidated 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 Consolidated financial
statements, including the disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial statements of such entities
or business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the audit of
the financial statements of such entities included in the consolidated financial statements of
which we are the independent auditors. For the only subsidiary included in the consolidated
financial statements, which have been unaudited and certified by the Management of the
Company. We remain solely responsible for our audit opinion. Our responsibilities in this
regard are further described in the “Other Matters” para in this audit report.

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.

Other Matter

We have relied on the management certified financial statements of the joint venture wherein
the Group’s Share of Met Loss of 0.051 Lakhs for the year ended March 31, 2023. These
financial statements as approved by the respective Board of Directors of these companies have
been furnished to us by the Management and our report in so far as it relates to the amount
included in respect of these joint venture is based solely on such approved management
certified financial statements.

Our opinion, in so far as it relates amount and disclosures included in respect of this Joint
Venture, and our report in terms of sub-section (3) of Section 143 of Act in so far it relates to
the aforesaid Joint Venture, based solely on such financial statement and other financial
information and explanation given to us by the management, these financial statements and
other financial information are not material to the Group.

Our opinion on the consolidated financial statements, and our report on Other Legal and
Regulatory Requirements below, is not modified in respect of the financial statements certified
by the Management.

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 section 143(11) of the Act, 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. A) Further to comment in annexure A, as required by Section 143 (3) of the Act, based upon
our audit and on consideration management certified financial statement of Joint Venture,
as noted in in the “Other Matters” paragraph, we report, to the extent applicable, 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 and management
certified financials statement.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the
Consolidated 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.

(e) On the basis of the written representations received from the directors of the Company
and subsidiary Company as on March 31,2023 taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2023 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 with reference to financial
statements of Holding Company and its Joint Venture and the operating effectiveness of
such controls, refer to our separate Report In “Annexure B”

(B) 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 knowledge and belief and according to the information and explanations given to us:

i. As explained to us by the Management of the Company no litigation is pending against
the Group which would impact its financial position as at 31 March 2023.

ii. The Group did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses as at 31 March 2023

iii. There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Holding Company and its Joint Venture during the year ended
31 March, 2023.

iv. a.The management has represented that, to the best of its knowledge and belief, as
disclosed in note 33 (8) to the consolidated financial statements, no funds have been
advanced or loaned or invested (either from borrowed funds or securities premium or any
other sources or kind of funds) by the Holding Company or Joint Venture to or in any
person or entity, including foreign entities (‘the 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 (‘the Ultimate Beneficiaries’) or provide any guarantee,
security or the like on behalf the Ultimate Beneficiaries;

h.The management has represented that, to the best of its knowledge and belief as
disclosed in note 33(9) to the consolidated financial statements, no funds have been
received by the Holding Company and Joint Venture from any person or entity, including
foreign entities (‘the 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; and

c. Based on such audit procedures performed as considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that the
management representations under sub-clauses (a) and (b) above contain any material
misstatement.

v) The Holding Company has not declared or paid any dividend during the year ended 31
March 2023.

B) As required by section 197(16) of the Act based on our audit, we report that the Company
has paid remuneration to its directors during the year in accordance with the provisions
of and limits laid down under section 197 read with Schedule V to the Act.

For Hiren Buch Associates,
Chartered Accountants
FRN: 116131W

Partner

Membership No: 154248
UDIN: 23154248BGXVDC
Date: 24th August, 2023
Place:- New Delhi