Auditor Report of Jakharia Fabric Ltd.

Mar 31, 2024

We have audited the accompanying Standalone financial statements of Jakharia Fabric Limited ("the
company”), which comprise the Balance Sheet as at 31^st March 2024, the Statement of Profit and Loss and
the Statement of Cash Flow for the year then ended, and notes to the Standalone Financial Statements,
including a summary of the significant accounting policies and other explanatory information (hereinafter
referred to as “the standalone financial statements”).

Auditor’s Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone financial statements give the information required by the Companies Act, 2013, as amended (“the
Act”) in the manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state-of-affairs of the Company as at 31^st March 2024, and its profit and its
cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing
(SAs) 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 ethical requirements that are relevant
to our audit of the standalone financial statements under the provisions of the Act, and the Rules there under,
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 audit opinion on the standalone 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 financial statements of the current period. These matters were addressed in the context of
our audit of the standalone financial statements as a whole, for the year ended 31 ^st March 2024 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. For each matter below, our description of how our audit addressed the matter is provided in that
context.

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
standalone 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 standalone financial statements. The result of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying standalone financial statements.

Key Audit Matters	How was the matter addressed in our audit
Exposure in associate entity
The exposure in associate entity i.e. carrying amount of the Company’s investments, loans and advances, trade & other receivables. Their recoverability is dependent on associate entity generating enough cash flows in future, estimation of which requires significant management judgement. We do not consider valuation of these investments and recovery of associate receivables, payables to be at a high risk of significant misstatement. However, due to their materiality in the context of the Company’s financial statement, this is considered to be the area that had a significant effect on the company audit. Refer Note 12 forming part of the notes to the Standalone Financial Statements.	We compared the carrying value of these investments, loans and advances, trade & other receivables and trade payables with the associate financial statements to identify whether their net assets were in excess of their carrying amount and assessed whether the associate have historically been profit making. We evaluated the associate entities statement of profit and loss and projected statement of cash flows with management assumptions relating to key inputs such as projected long-term growth and discount rates and assessing the managements assumptions over the recoverability of intercompany receivables against our own knowledge of the trading performance of the associate entity. We have also assessed the appropriateness of the disclosure in the Standalone Financial Statements in accordance with the applicable financial reporting framework.

Other Information

The Company’s Management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Management Discussion and Analysis, Board’s Report
including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance and
Shareholder’s Information, but does not include the standalone financial statements and our auditor’s report
thereon.

Our opinion on the standalone 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.

Responsibility of Management and those charged with governance for standalone financial
statement

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies
Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone financial
statements that give a true and fair view of the financial position , financial performance and cash flows of the
Company in accordance with the accounting principles generally accepted in India, including the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding 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 the 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 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 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. The Board of Directors are also responsible for
overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the audit of standalone financial statements

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
standalone financial statements. As part of an audit in accordance with SAs, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also
responsible for expressing our opinion on whether the company has adequate internal financial controls
system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the
related disclosures in the standalone 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 financial statements, including
the disclosures, and whether the standalone financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.

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 financial statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central
Government in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the
matters specified in paragraphs 3 and 4 of the Order.

2. 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, the statement of Cash Flows and Notes to the
standalone financial statements dealt with by this Report are in agreement with the books of account.

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

(e) On the basis of the written representations received from the directors as on 31/03/2024 taken on
record by the Board of Directors, none of the directors is disqualified as 31/03/2024 from being
appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate report in "Annexure
B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the
Company’s internal financial controls over financial reporting.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the
requirements of section 197(16) of the Act, as amended.

In our opinion and to the best of our information and according to the explanations given to us, the
remuneration paid by the Company to its directors during the year is in accordance with the
provisions of section 197 of the Act.

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, 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- refer note no 38 to the standalone financial statements.

ii. The Company does not have any long-term contracts including derivative contracts and
therefore, no provision is required to be made for any material foreseeable losses to this effect.

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

iv. (a) The management has represented that, to the best of its knowledge and belief, other than as
disclosed in the noted 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 its 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.

(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 in (a) and (b) above,
contain any material misstatement.

v. Since the company has not declared or paid any dividend during the year, the question of
commenting on whether dividend declared or paid is in accordance with Section 123 of the
Companies Act, 2013 does not arise.

vi. The reporting under rule 11(g) of The Companies (Audit and Auditors) Rules, 2014 is applicable
from 1^st April 2023.

a. Based on our examination which included test checks, except for the instance mentioned
below, the Company has used accounting software (Tally Prime) for maintaining its books of
account, which have a feature of recording audit trail (edit log) facility and the same has
operated throughout the year for all relevant transactions recorded in the respective
software:

b. The Trac ERP Software for Tarapur Unit and Foxpro software for Saravali Unit used by the
company for maintaining inventory did not have an audit trail feature enabled, consequently,
there was no audit trail maintained for transactions recorded within this particular software
for the whole year.

c. Further, for the periods where audit trail (edit log) facility was enabled and operated
throughout the year for the respective accounting software, we did not come across any
instance of the audit trail feature being tampered with during the course of our audit.

C. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the
Act:

In our opinion and according to the information and explanations given to us, the remuneration
paid by the Company to its directors during the current year is in accordance with the provisions
of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid
down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other
details under Section 197(16) of the Act which are required to be commented upon by us

For Shah Shroff & Associates

Chartered Accountants

ICAI firm registration number: 0128920W

Sd/-

per Yashesh Shroff
Partner

Membership number: 103277
UDIN: 24103277BKAIOF8153

Place: Mumbai
Date: 29-05-2024

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Mar 31, 2018

INDEPENDENT AUDITOR''S REPORT

To

The Members of

Jakharia Fabric Limited

(Formerly known as Jakharia Fabric Pvt Ltd)

Report on the Financial Statements:

We have audited the accompanying financial statements of Jakharia Fabric Limited (Formerly known as Jakharia Fabric Pvt Ltd) ("the Company") which comprises of Balance sheet as at March 31, 2018, the Statement of Profit and Loss and the statement of cash flows for the year ended on that date and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

The Company''s Board of Directors is responsible for the matter stated in Section 134(5) of the Companies Act, 2013 (''the Act'') with respect to 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 Standards generally accepted in India, including the Accounting Standard specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016. 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 the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to so.

Auditor''s Responsibility;

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the rules made thereunder. We conducted our audit in accordance with the Standard on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. ^«S1

&

As audit involves performing procedures to obtain audit evidence about the amount and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We are also responsible to 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 entity''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor''s report to the related disclosures in the financial statements or if such disclosures are inadequate, to modify the opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor''s report. However, future events pr conditions may cause an entity to cease to continue as a going concern.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements,

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31,2018 its profit, and its cash flows for the year ended on that date.

Report oa Oilier Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) order, 2016 ("the order) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

a. We have sought all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion proper books of account as required by law have been kept by the Company in so far as it appears from our examination of those books.

c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account,

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendments Rules, 2016.

e. On the basis of written representations received from Directors as on March 31, 2018 and taken on record by the Boards of Directors, none of the Directors is disqualified as on March 31, 2018 from being appointed as 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, in our opinion, prima-facie, the company has, in all material respects, an adequate internal financial control system over financial reporting and such internal control over financial reporting were operating effectively as at March 31,2018.

g. With respect to the other matters 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 litigation which would impact its financial information.

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

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

	For Shah Shroff & Associates
	Chartered Accountants
	FRN: 128920W
	CA. Yashesh Shroff
	Partner
	M. No/103277
Place : Mumbai
Date : 07/07/2018

Re : Jakharia Fabric Limited (Formerly known as Jakharia Fabric Pvt Ltd) (''the Company'') for the year ended March 31, 2018

Annexure 1 referred to in paragraph I under ''Report on other Legal and Regulatory Requirements* of our report of even date

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

(b) Fixed assets have been physically verified by the management during the Year and no material discrepancies were identified on such verification.

(c) According to the information and explanations given by us and the records examined by us and based on the examination of the registered sales deed / transfer deed / conveyance deed provided to us, we report that the title deeds, comprising all the immovable properties of land and buildings that have been taken on lease and disclosed as fixed asset in the financial statements, the lease agreements are in the name of the Company, where the company is lessee in the agreement.

(ii) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnership or other parties covered in the registered maintained under section 189 of the Companies Act,20l3. Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the order are not applicable and hence not commented upon.

(iv) The Company has not granted any loans or provided any guarantees or security to the parties covered under section 185 of the Act. The Company has complied with the provisions of section 186 of the Act in respect of investments made or loans or guarantee or security provided to the parties covered under section 186.

(v) The Company has not accepted any deposit from the public.

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records under section 148(1) of the Companies Act, 2013, for the products/services of the Company.

(vii) (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally nregular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, esic, income-tax and other material statutory dues were outstanding, at the year end, for a period more than six months from the date they became payable. The provisions relating to excise duty and service tax are not applicable to the Company.

(c) According to the information and explanations given to us, there are dues of income-tax which have not been deposited as on 31 March 2018 on account of disputes are given below : ____

Name of the Statute	Nature of the dues and period to which the amount relates	Amount	Forum where dispute is pending
Income Tax The Income Tax Act, 1961	Income Tax liability for the finacial year 201 1-12	43,37,740	Income Tax Appellate Tribunal
Income Tax The Income Tax Act, 1 961	Income Tax liability for the finacial year 2009- 10	48,65,670/-	High Court Department Appeal
Income Tax The Income Tax Act, 1961	TDS liabilities for the financial year 2008-09 to 2013-14 & 2015-16 to 2017-18	11,58,400/-	Income Tax Assessing Officer

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a bank. There are no dues payable to a financial institution or debenture holders or government.

(ix) In our opinion and according to the information and explanations given by the management, prima facia the Company has utilized the monies raised by way of term loans for the purposes for which they were raised. The Company has not raised any money by way of initial public offer / further public offer / debt instruments.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act,2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with related parties are in compliance with section 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards. Further, provisions of section 177 of the Companies Act, 2013 are not applicable to the company.

(xiv) During the year the Company has not made any preferential share allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of Caro 2016 is not applicable to the company.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to section 192 of Companies Act, 2013.

(xvi) According to the information and explanations given to us, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

For Shah Shroff & Associates

Chartered Accountants

FRN : 129.920W

CA. Yashesg Shroff

Partner

M. No/1 03277

Place : Mum bat.

Date : 07/07/2018