Disha Resources Ltd Auditor Reports

To the Members of DISHA RESOURCES LIMITED

REPORT ON TEIE STANDALONE FINANCIAL STATEMENTS:

OPINION

We have audited the standalone financial statements of DISHA RESOURCES LIMITED ("the Company"},, which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (Including Other Comprehensive Income}, the Statement of Changes In Equity and the Statement of CssEl Flows for the year then ended and notes to the financial statements, including a summary of significant accounting policies and other eKplanatoiy information (hereinafter referred to as "Standalone 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, ?013 ["Act”} in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (Ind AS} specified under Section 133 of the Act, of the state of affairs of the Company as at March 31, 2024, and its profits and other comprehensive income, changes In equity and its cash flows for the year ended on that date,

BASIS OF OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described In Lhc Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company Id 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 tho 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:

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. These matters were addresser! in the context of our sud.iL of lht* 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 ? ur report.

Description of Key Audit Matters:
The Key Audit Matter	How the matter was addressed in our audit
1.. Assessment of Contingent Liabilities Relating to Direct Tax Litigations {Refer to Note No. 27)
The company has pending appellate income tax proceedings for the A.Y. 2013-14 and 2014-.15, Assessment of provisions and contingent liabilities in respect of pending income tax proceeding.	* Examining recent orders and/or communication received from various Tax authorities and follow up action thereon hy the company.
	* Understanding the current status of the pending litigation.
A substantial level of judgment is required in estimating the level of provisioning if any or estimating the quantum of contingent liabilities to be disclosed- The Company’s assessment Is supported by the facts of matter, their own judgment, likely legal position based on past judgment of higher appellate authorities, if any and advice from legal and independent tax consultant wherever considered necessary. Accordingly, unexpected adverse outcomes If any may significantly impact the Companys reported prefit and net assets, The associated uncertainty relating to the outcome requires application of judgment in interpretation of law to the facts of the company and legal position in this regard.	* Evaluating the legal position and merits of the subject matter under consideration with reference to the grounds taker before the appellate authorlt les.
	* Management view based on legal advice they have ohtained-
	* Review and anal ysis o f Lite con to n ll on s of the company through discussion with the management.
	? Review of the management opinimi/stand on the assessment of the likely outcome of the appellate proceedings.
	- Assessment of the disclosure in the financial statements of relevant facts
	vis h-vis the facts of the case based on the documents available for verification.

INFORMATION OTHER TEIAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON

The Companys management and Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditors report thereon.

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

hi 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 in consistent with the financial, statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that feet. We have nothing to report in this regard-

When we read the other Information as stated above and If we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and describe necessaiy actions required as per applicable laws and regulations.

MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS:

The Companys 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 financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards find AS), accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act, read with the Companies f Indian Accounting Standard) Rules, 2015 as amended.

This responsibility also includes the maintenance of adequate accounting records in accordance wiiii the provision of the Acl for safeguarding of the assets of the Company and for preventing and detecting the 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 control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true ami fair view anil are free from material misstatement, whether due to fra ml or error.

In preparing the financial statements, management and Boaixi of Directors are responsible for assessing the Companys 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.

AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS:

Our objectives are to obtain reasonable assurance about whether the Financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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, Individ unity 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. Wo also:

? Identify and assess the risks uf material misstatement uf the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, arid obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk ofnot 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 ef 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)fi) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls. r Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

* Conclude or the appropriateness of managements use of the going concern basis of accounting and_r based on the audit evidence obtained, whether a material uncertainty exists reiaLcd to ever is or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainly exists, we are required to draw attention in our auditors 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 auditors report. However, future events or conditions may cause the Company to cease lo 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-

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 changed 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 [hat may reasonably be thought 1u hear OH our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors re purl unless law or regulation precludes public disclosure about the matter or when, in extremely rare cl mi install res, we determine that a matter should not be ruiTimunicuLed in

our report because the adverse consequences of doing so would reasonably he expected to outweigh the public interest benefits of such communication,

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS:

I As required by The Companies [Auditors Report] Order, 2020 issued by The Central Government Of India in term of section 1+3 [11) oFThe Companies Act, 2013, we enclose in the Aunexure-A herein a statement on. the matters specified in paragraphs 3 and 4 of the said order, to the extent applicable to the company.

2. As required by section l+3[3) of the Act, based or our audit we report that:

a] We have sought and obtained all the Information and explanations which to the best of uur knowledge and belief ware necessary for the purposes of our audit;

bj In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

r] The Balance Shtfat, Llie St a Lament of Profit arid LOSS including Olhnr Cum preh Elusive income, the Statement oF Changes In Equity & the Statement of Cash Flows dealt with hy this Report are in agreement with the bonks of account;

d] in our opinion, aforesaid Balance Sheet, the Statement of Profit and Loss including Uther Comprehensive Income, the Statement of Changes in Equity & the Statement of Cash Flows comply with the Indian Accounting Standards prescribed under section 133 of the AcL;

e] On the basis of written representations received from the directors of the Company as on March 31, 2024, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31., 2024, from being appointed ns a director in terms of subsection [2] of section 164 of Act;

f] With respect to the adequacy of internal financial control over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annesure-B. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting;

g] Willi rejpeCt to the ullinr mailers included in the Auditors Report ill accordance with

Rule 11 of the Companies [Audit and Auditors) Rules, 2014, as amended, In our opinion and to the host of our information and according to the explanations given to us:

i. The Company had the following litigations pending as at rite end of the financial year which may impact its financial position on final disposal of the respective matters.

Sr. No.	Name of The Department	Brief Facts of the Case	Financial impact
1.	Commissioner of Income Tax Appeal & Income Tax Proceedings Relating to Penalty for A.Y. 2013-14	Income Tax Proceedings and Order Under Section 147 of the Income Tax Act, 1961 relating to Claim of Expenditure Under Section 35{l)[ii)	Rs. 23,89,346/- As Per Demand Notice Under Section 156 & Assessment Order and interest As Per Income Tax Portal.
2.	Co 11 unixsio uer i if 1 nenme Tax Appeal & Income Tax Proceedings Relating to Penalty for A.Y. 2014-15	income Tax Proceedings and Order Under Section J 4 7 of the Income Tax Act, 1961 relating to Claim of Expenditure Under Section 35[l}[ii)	Rs. 17.01.130/-As Per Demand Notice Under Section 156 & Assessment Order und Interest As Per Income Tax Porta].

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

iii. As at 31st March, 2024 there were no amounts which were required to be transferred to the Investor Education anti Protection Fund by the Company.

iv. Management Representation:

a. The Management of the Company has represented to us that to the best of its knowledge and belief, no funds [which are material either individually or in the aggregate) have been advanced or loaned or invested [either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person[s) (ir entity[ies), including Foreign entities ["Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the intermediaiy shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever hy or on behalf of the Company ["Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf ofthe Ultimate Beneficiaries.

b. The management of the Company has represented, that, to the best of its knowledge and belief no funds (which are material either individually or in the aggregate} have beer 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 hi other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or pi’ovide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

C. Rased oo amiil proceed arts which we Considered reasonable and appropriate

in the circuinstances, neithing has come to our notice that has caused us to believe that the representations tinder sub clause (i) and (ii] of Rule 11(e) Companies [Audit and Auditors) Rules, 2014 (as amended) and provided in clauses (a) and (b) above contain any material mis-statement.

v. The company has not declared or paid any dividend during the year.

vi. As Informed to us, the company was in the process of migration of data from existing software used for maintenance of books of account during the year and was in the process of establishing necessary controls and documentation regarding audit trail. Consequently, we are unable to comment on audit trail feature of the said software.

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

3. With respect to the matter to be included in the Auditors 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 Jnid down under Section 197 of the Act. The Ministiy 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 AND ON BEHALF OF S M SHAH & ASSOCIATES CHARTERED ACCOUNTANTS FIRM REG. NO. 1097B2W
PLACE: AHMEDAJJAD HATED: 29T[I MAY, 2024 UPIN: 24126770BKAGXK6244	FIRO) G. GODLA PARTNER M, No, 126770

ANNEXURE-ATO THE INDEPENDENT AUDITORS REPORT

: Referred to in paragraph 1 under "Report On Other Legal and Regulatory Requirements se ction of our report o f eve n d ate to th e m era he rs of U [ S H A RESO U RCES LI MITE D o n th e financial statements of the company for the year ended 31st March, 2024:

In terms of the Information and explanations sought by us and given to us hy the management of the company and on the basis of such checks of the books and records of the company during the course of audit and to the best of our knowledge and belief, we further report that:

i- In respect uf its Property, Plant & Equipment, Capital Work-in-Progress. Investment

Properties and Intangible Assets:

a) Maintenance of Records:

A. According to the information and explanations given to us, the company has maintained proper records showing full particulars including quantitative details and situation of property, plant & equipment, capital work-inprogress and investment properties,

if According to the Information and explanations given to us, the company did not own or hold any Capital Work-In Progress, Investment Properties nr intangible Assets at any time during the year and hence this clause relating to maintenance of proper records of Capital Work-in-Progress, Investment Properties or Intangible Assets showing full particulars including quantitative details and situation of Capital Work-in-Progress and Investment Properties, physical verification ar.d revaluation of Capital Work-in-Progress and Investment Properties Is not applicable.

b) As explained to us, the manage men t in accordance with a phased programme of verification adopted by the company has physically verified the property, plant a equipment To the best of our knowledge and according to the information and explanation given to us, no material discrepancies have been noticed on such verification or have been reported to us.

c) According to the information and explanations given to us the company did not hold any Immovable properly and lienee this clause relating to title deeds of Immovable properties being held in the name of the company is not applicable.

d) The Company has not revalued any of its property, plant & equipment dtil ing the year.

e) According to the information and explanations given to us no proceedings have been initiated during the year or are pending against the Company as at March 31. 2024 for holding any benatni property under the Betiami Transactions [Prohibition) Act, 190El [as amended in 2010) and rules made thereunder -

ii. in respect of its Inventories:

a) As explained to us, the company did not hold any physical inventories during the year, The clause 3[ii) of The Companies [Auditors Report] Order, 2020 is not applicable.

b) According to the information and explanations given to us, the Company has not been sanctioned any working capital limits, in aggregate, from banks or financial institutions on the basis of security of current assets and hence matter related to agreement of quarterly returns and statements filed by the company with banks and financial institution with hooks of accounts as referred to in clause ii[b) The Companies [Auditors Report] Order, 2020 are not applicable.

i ii. Investmen ts /Gua rantee/Sec u rity/Loans/Adva n ces Gra nted:

a} The company has granted interest bearing unsecured loaos/advHrices to one company covered in the register maintained under section 189 of the Companies Act 2013, interest bearing unsecured Loans/advances to one company other than that covered in the register maintained under section if!9 of the Companies Act, 2013 and non-intorest hearing unsecured loans/advanccs to one company other than that covered in the register maintained under section 139 of the Companies Act, 2013 in the nature of loans.

According to the information and explanations given to us, the company has provided loans on net basis during the year the details of which have been given as under: [Refer to Note No. 3, 4,10 and 30 to the financial statements]

(Amount Rs. In Lakhs}

Sr. No.	Particulars	Investments	Loans	Advances In The Nature of Loans	Guarantee
A.	Aggregatt? Amnuni Granted/Provided durim			Lhe year (Net]:
	Related Parties fNetl	NIL	434.49	NIL	NIL
-	Others	NIL	225,00	NIL	NIL
B	Rid mice Outstanding as At Ba la net Sheet Ditto in Respect of Above Cases (Including Outstanding Against Opening Balances}:
-	Related Parties	NIL	5fl5.AQ	NIL	NIL
-	Others	NIT.	200.00	NIL	NIL

The Company has rot made investment or provided any guarantee or security to companies, firms, limited liability partnerships or other parties during the year, bj As informed to us and in nur opinion, the terms and conditions oi loans &- advances granted in the nature of ion ns during the year are prima fade not prejudicial to the Interest of the company.

c} in respect of loans granted and advances in the nature of loans, as informed to us, the company has not stipulated any time for the recoveiy of the loans/advances grated to the parties and payment of interest from the party covered in the register maintained under section 189 of the Companies Act, 20 J 3. As informed to us, such loans are repayable nn demand. As informed tn u.s. the party covered m register maintained under section 1E9 of the Companies Act, 2013 has made payments towards outstanding Joans/advances and Interest during the year, d} According to the information and explanations given to ns, in respect of loans granted or advances given in the nature of loons, there is no overdue amount remaining outstanding as at the balance shoot date,

3} According tn the in formation arid explanations given lo us, no loans or advances m the nature of loans granted by the company which have fallen due during the year have been renewed or extended or Fresh loans have been granted to settle the overdues of the existing loans given to the same party, fl According to the information and explanations given to us, the company has granted loans or advances in the nature of Rians which are repayable on demand and for which no terms or period nf repayments have been specified, the details of which have been given as under:

Sr. No.	Particulars of Liunff/Advanrsh in the Nature of Loans	To All Parties Amount (Other than related parties (Rs, In Lakhs)	Promoters (Rs. Ill Lakhs)	Related Parties (Rs. In Lakhs)
A.	Aggregate amount of loans/advances in nature of loans [On Net Basis Given During the year)
	Amount Repayable on Demand for which no terms or period of repayments have been specified	225,00	NIL	434.4-9
	Percentage of loans/ advances in nature of loans to the total loans	34,12%	NIL	65,63%
B.	Outstanding balance of loans/ advances in nature of loans as at the balance sheet date
	Amount Repayable on Demand for which no terms or period of repayments have been specified	200.00	NIL	535.60
	Pei’centage of loans/ advances in astute of loans tu the total loans	25.15%	NIL	74.55%

iv. According to the information and explanations given to us, the company has complied with the provisions of Sections 185 of The Companies Act. 2013. to the extent applicable, Lu respect of grant of any loans, investments, guarantees and securities. As informed to ns, the company bat disclosed the information relating to loans & advances given and Investments made in the financial statcincnts-

v. According to Lite information and explanations given to us, the company has not accepted ary deposits from the public within the meaning of section 73,74,75 & 7f> of the Act and Rules framed thereunder during the year and therefore, the provisions of clause 3(v) of The Companies [Auditors Report) Order, 2020 are not applicable to the Company.

vi. The Central Government has nnt prescribed the maintenance of tost records under section 146(1) of the Companies Act, 2016 for the kind of business, the company has carried out during the year and accordingly clause 3(yi) of The Companies (Auditors Report) Order, 2020 is nut applicable to the C[impany.

vii. in respect of Statutory Dues:

a) As per the information & explanations furnished to us, in our opinion the company is regular in depositing with appropriate authorities undisputed statutory dues f>t GST, T D.E., T-C.S. and other material statutory dues applicable to it. There lias been no outstanding as at 31* March. 2024 of undispitted liabilities outstanding for more titan sis months,

b) According lu information and explanations given to us and so far os appears from our examination of books of account, there were no statutory duos outstanding as at. 31^st March, 2024 which have not been deposited on account of any dispute except the following disputed dues.

Sr, No.	Name of the Act	Mature of Dues	Amount (Rs,)	Period to Which Amount Relates	Forum where dispute ts pending
1	Income Tax Act, 1961	Income Tax Demand Raised on Assessment Proceedings Under Section 147	23,89,046/-	A.Y. 2013-14	Commissioner of income Tax, Appeals ] NFAC]
2.	Income Tiix Act, 1961	Income Tax Demand Paused on Assessment Proceedings Under Section 147	17,01,130/-	A.Y. 2014-115	Commissioner of In come Tax, Appeals [NFAC]

viii. According to the information and exp La nations given to us and so far as appears from our examination of books of account and other records as applicable and produced before us by the Company, there were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments under the Income Tax Al:l, 19ft i (4-3 of 1961} during the year.

ix. In respect of Loans Hi Other Borrowings:

a) The company has not availed any loans from banks or financial institutions and lienee clause 3(Jx)(a) of the Order relating to defaulted in repayment of loans or in the payment of interest thereon is not applicable to the company.

b) The company has not availed any loans from banks or financial institutions and hence clause 3[ix]{b] of the Order relating tu the company being declared willful defaulter by any bank or financial Institution is mil applicable Lei the company.

c) The company has not Ialscd any new term loan during the year and hence reporting as per clause 3(ix)(c] of the Ol der is not applicable to the Company.

d) According to the information and exp] ana lions given to us, and the audit procedures performed by us, and on an overall examination of the financial statements of the company for the year, we are of the opinion that funds raised on short-term basis have, prima facie, nut been used during the year feu- long-term purposes by the company.

e) According to the information and explanations given to us and on an overall examination of the financial statements of the company, we report that the company lias not taken any funds during the year from any entity or pei’son on account of or to meet the obligations of its subsidiaries, associates or joint ventures, if any and hence reporting under clause 3(ix)[e) of the Order Is not applicable to the company.

f) According to the information and explanations given to us and audit procedures performed by us. we report that the company has not raised any loan during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies, if any and hence reporting under clause 3(ix)(f] of the Order is not applicable

x. In respect of moneys raised by issue of securities:

a} According to the information and explanations given to os and based on our examination of the records of Lhc llompany, the Company has not raised any moneys by way of initial public offer or further public offer (including debt Instruments) during the year and lienee reporting under clause B(x)fa) of the Order is not applicable,

;j) According to the Information and explanations giver to us and. based on our examination oi the records of the Company, the Company lias not made any preferential allotment or private placement of shares or convertible debentures [fully,, partially or optionally convertible) during the year and lienee reporting under clause 3(x)[b) of the Order is not applicable.

xi. In respect of Frauds and Whistle BJower Complaints:

a] According to the information and explanations given to us and to the best of our knowledge, no material fraud by the Company or on the Company has been noticed or reported to us by the management during the year,

b] According to the information and explanations given to us, no report under subsection [12) of Section 143 of the Companies Act, 2013 has been filed by ihe auditors in Farm ADT 4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government

c] According to the information and explanations given to us, the Company lias not received any whistle-blower complaints from any parly during the year,

*ii. As Ihe company is not the N idhi Company, danse (xii) of paragraph 3 of The Com paries [Auditor’s Report) Order, 2020 Is not applicable to it.

xiii. According to the Information and explanations given to us. the company is in compliance with the provisions of sections 177 and IBB of the Companies Act, 2013, where applicable, for related party transactions and the details of related party transactions have beer disclosed in the Motes to the Financial Statements in accordance with the applicable Accounting Standards.

glv. In respect of Internal Audit:

d] in dm¹ opinion the Company has an adequate internal audit system commensurate with the size and the nature of its business.

e] Wc have held discussions with the internal auditor of the Company for the year under audit and considered their opinion in determining the nature, timing and extent of our audit procedure.

XV. According to the information and explanations given to Us, the Company has nut entered Into any non-cash transaction with directors or persons connected with them and hence clause (sv) of paragraph 3 of The Companies (Auditors Report) Order, 2020 is not applicable to It during the yea:’.

xvi. In respect of Registration Under Section 45-]A of the Reserve Bank of India Act, 1934/CIC:

a} As the company is not required to be registered under section 45-1A of the Reserve Banknflndia Act, 1934 [2 of 1934), clause (xvi}(a) of paragraph 3 nf The Companies [Auditors Report) Order, 2020 is not applicable to it.

b) According to the information and explanations given to us, the Company has not conducted any Non-Banking Financial or Housing Finance activities during the year and clause (xvi](b) of paragraph 3 of The Companies [Auditors Report) Order, 2020 is not applicable to it,

c) As the company is not a Core Investment Company (CIC) as denned in the regulations made by the Reserve Dank of India, clause (xvL)(c) of paragraph 3 of The Companies [Auditors Report) Order, 2020 is not applicable to it.

d) According to the information mid explanations given to us, the company has no Core investment Company (CIO) as part of its group, clause (xvi)(c) of paragraph 3 of The Companies [Auditors Report] Order. 2020 is rot applicable to it-

xvii. The Company has nut incurred cash losses during the financial year covered by our audit and also in the immediately preceding Financial year.

xvi it. There has been no resignation of the statutory auditors of the Company during the year

and hence reporting under clause (xviii) of paragraph 3 of The Companies [Auditors Report) Order, 2UZ0 is not applicable.

xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, financial position of the company as at the year end, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting tiie assumptions, no dung lias come to our attention, which causes us to believe that any material uncertainty exists as on the date oFtlie audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they iali due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company, We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities railing due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due,

xx. As the company does not fall in any of the criteria specified under section 135 of the Companies Act, 2013 in the financial year covered by audit, reporting as per clauses (fix)[a] & [h) of paragraph 3 of The Companies (Auditors Report! Order, 2020 is not applicable to it.

kxI. The reporting under paragraph 3(xxl] of the Order Is not applicable in respoet nf audit ?ftbe Standalone Financial Statements.

	FOR AND ON BEHALF OF S N SHAH & ASSOCIATES CHARTERED ACCOUNTANTS FIRM REG. NO. 1097B2W
PLACE; AHMEDABAD DATED: 29™ MAY, 2024 UDIN; 24126770BKAGXK6244	FIRO) G.BODLA PARTNER M, No, 126770

ANNEXURE B^J TO THE INDEPENDENT AUDITORS REPORT [REFERRED TO JN PARAGRAPH 2tfl UNDER REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS SECTION OF OUR REPORT OF EVEN DATE] FINANCIAL YEAR ENDED 31^ MARCH 202 +

Report on the Internal Financial Controls under Clause (i) of Sub section 3 of Section 143 of the Companies Act, 2013 (‘the Act")

We have audited the internal financial controls over financial reporting of DISHA RESOURCES LIMITED ("the Company") as of March 31, 2024 in conjunction with our audit o f the Standa Lone I nd AS fi na n dal stat-em ents of the coni puny for the year ended on that date.

Managements Responsibility far Internal Financial Controls

The Board of Directors of the coin party is responsible Eor establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established hy the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the institute of Chartered Accountants of India.

These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial Information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing prescribed under section 143(1U) of the Companies Act, 2013, to the exLcnt applicable in an audit of Internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in nil material respects.

Uur audit involves performing procedures to obtain audit evidence about Lhe adequacy of the interna] financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud nr error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning ol Internal Financial Controls over financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial Statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting Includes those policies and procedures that [lj pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts anti expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use. or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper managament override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion and to the best of our information and according to the information and explanations given to us, the company has, in all material inspects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were commensurate with the nature of the business of the company and operating effectively as at March 31, 2024, based on the internal control over financial reporting criteria established by the company considering the essential components of Internal control stated m the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the institute of Chartered Accountants of India.

	FOR AND ON BEHALF OF S NSHAH & ASSOCIATES CHARTERED ACCOUNTANTS FIRM REG. NO. 10<J7fl2W
PLACE: AHMEDABAD DATED: 291" MAY, 2024 UDIN; 24126770LJKAGXK6244	FIROJ G.BODLA PARTNER M. No, 126770