Gujarat Cotex Ltd Auditor Reports

Report on the audit of the Standalone Financial Statements :

Opinion

We have audited Ihe accompanying standalone financial statements of GUJARAT COTEX LTD, which comprise the
Balance Sheet as al 31st March, 2025, the statement of Profit and Loss, statement of Change in Equity and statement
of cash Bow for the year then ended and notes to the standalone financial statements inducing a summary of significant
accounting policies and other explanatory information

In our opinion and to the best of our •nfc-matroo and according to the explanations given to us. the doresao standalone
financial statements give the information required by the Com sanies Act, 20U (Act) m the manner so required and
give a true and fair view m conformity with the Indian accounting standard prescribe u/s 133 of the companies act 20}3
read with the companies (Indian accounting standard) Pules 20IS os amendedl IndAS) and other accounting principal
generally accepted in lnd?a of the state of affairs of the Company as nt March 31, 2025, its prnfit (or Loss) (Including
other comprehonslvo income} Change ?n fqu*v and its cash Bows for the year ended on that date.

Basis for Opinion

We conducted our aud*t of the standalone financial statements in accordance with the standards on auditing specified
unocr sect on 143 (10) of the Companies Art, 2013 Our respansOalitscs under those Standards arc further describee in
the auditor s responsibilities for the audit of the standalone fkiannai statements sect on of our report wo arr
independent of the Company m accordance with the code of ethics issued by the Institute of Chartered Accountants of
Indio together with the eth<ai requirements ttat are relevant to our audit of the standalone financial statements under
the provisions o# the Act and the rules then? under, and we nave futfiiled our other eth*ca responsmiiww in accordance
with these requirements *r<j the 1CAJ code of ethics.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basts for our audit oprrton
of our standalone financial statements.

Kay Audit Matters

Key audit mailers are those matters that, in our professional judgment, we~e of most significance in our audit of the
standalone financial statements of the current period. These matters were addressed in the context of our oudit of the
standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opmion on these matters We have determined the matters described below to be the key audit matters to be
communicated in our report.

Th? Kay Audn Manor,	How our audit addressed the key audit matter
Th, pnnnpal product, of to* Company compnw of InM fabric? that ar? mainly told in domestic market Further, the Company >s also *ng*9?d in business of purchase and tale of non agricultural plots of land and hospitality Buseless which Is under process of construction Revenue is recogmted ?nen me customer obtains control of me goods and n case cf npn-agncufturai plots of land, on reg.strabon of sale deed W? identified revenue recognition as a key audit matter because the Company and its Shaieholders locus on revenue as a key oertormance indicator.	In vww of th# significant* of th* matter wa apphed the following audit procedures in this area, among others (o obtain sufficient appropriate aud* evidence
	l We assessed me appropriateness of the revenue recognition accounting policies by comparing with applicable accounting Standards
	2 We evaluated the design ol key controls and operating effect veriest or the relevant key controls vrKh respect lo revenue recognition on an transactions
	3. tve performed substantive testing by selecting samples of revenue transactions, recorded during tne year by testing the underlying documents using statistical sampling.
	4 w* earned out Analytical procedures on revenue recogniied during Ihe year lo identify unusual variances
	5 We tested, on a sample basis, revenue ban sections recorded before and after the finarcwsJ yea? end date lo determine whether the revenue hod been recognised in the appropriate financial period

Investment In Equity snare

Tha Kay audit matters	How our audit UdiMMd tha kay audit matter
company has an rtvoUmsaa In equity loctnimant at M/; -kmpat Cement ard Inf-asuaclure Kd 1 formally knowr as Amy urjo Vital? Lid) anc investment am cents tv As 4) 3d leant	As pai ROC portal status of M/c Son pul urrert arid uerascxucture fto is stoning as •Act-ve and non-compliant* *N? ???d company ha* i*ad amua* return with HOC Lpta march ?l2. Via art u? oplnien mat compeny ?s not n uperetem and tot Qoiof wmim *cwt manage irvnt n fo ether wiur/i <u maksi a piovrton of uxh dead nveatmenL
?ha i am puny +%a MS an investment n equity ounifiwnt •/ M/? Ct^prat rote, ftneasa ltd and mvestmarf ameunts to Its 3141 tatnx	as (tar ROC porai uahis of N/ft Csijftiot Cotas Rnloaia ed ts sionmg as *Actvd arid •etjm filed tpio march 2324 We Hive r.b^rrvcd based of 1 tv fWsAncAt stotcninnt of U.O company that than ? no hwainaM eperatvon n rr 2022-23 anc rt 2033- 24.The *n*res of tha swd company 9 m pr.y9.c?( form rha wru ?hou>d b* in Miaczrorir. form c? ckiratamtisa tanr
lrrestmerc ?n rower mepumert of Ocugon Tnfretecn Itc emourtt to Rt 4^,40,000	The company sold me sha?r of M/s Octago" rlromth l td Out t?w eretre sews rcaiudaracion has paan masted ? ypunsg vBua of (fane of fVs ooaoon nfwrech ltd Hence, rewie ef snare h*t tmer •hewn Mm t.? li* UJM . ry*,,itvig ie*? & 0rr shown n Prcft Ad loss account to rnaf eeteet.

litigation. prwWon and coni digamies

The Company recognirrt e ptrrvwon wher I !??? a present cc*rganor (tegw or uymtuctiva) a* a T*uh Of a past event. •? is p-vtwtft* that an cutfioa of ccourcos iT-tJcOr r*q •connmc bcnatits oil) !m naoutrad to settle dm otngaeiar ond a reHahle est mate car he made of the aroint of the otHigetkm a dfyctosjry for ctmtesgent katORtes n made nhere There s a p.?wUa obUgaron or s (1 tummy obligator this may prttonty rat laguirv an autftaw of resource* When there •* a Docut>e or a praaarc oMpaosn where the Hcetihocd of autffew ?? resources n ?emote, no prev-wen or dhtiwsuir is meda We haw dmt.fa*! Mivetiom, p?ov^nn* *>l cnntlagancies as a say sudt irata tnuuar it isquun (no Company to ma*e judgements and estimate* <n reiahon to the exposure gming out of ?ii^fllcry* f>v ley judgerient lm* tn tfa eyhmatwn of provhmm **y?v trey may dnr?v hen the futura obtdueium	in view of the x^thcance of the matter we •p*ned d?t ohowirv awdrt pniresjutv* n (tvs Aica among OttoS (0 cctan ??/flo?Y apo-obote audit evifierce
	l We test ml the e^fetf veness of sey confr.A arouto tha wcordfng and acu?m?m af nugatxan*. provisom *pc contrvgert liabixpes
	2 Wc otvamac Company? asHsymont of (ho upon cases, >f any, and compa-ad tha same to the Ktenurt of tutted natter evp?*tt wherever nmevsary, to assess the -uasortaMur •?.?. af tto ptoviscm or cotitngancy.
	3 We ctmsadehxt the adequacy of the Company * d*Oc?uiy? naiW m nUatroi* to ralatad provtfiors and conungendrs m tha hnanctai statements.

Information nttrar than the liMncUl statemanta and Auditor s report thereon

The Companys board <f mxcvxx and monagerwnt are response* ter tre oreparatxm of the other nfurmaCon The
other m%onarjo?* camprryn the Kanogememi Disc-men ft Anetysn, Scartn report. which inruar me ?mr?ure to me
Hoards report fttiAewss aspotHNIiTy report. <rwpor*t* gowwnrtcv and shafaholdar* information, hut does not me wide
tea uancaone ftnanclat ctatamanu anc Out auditive report trmecn

Out fiiaruvt an t^ uanoduno fliwuiat tueanonn Ax*i not u>to *u timer re*mar-on im m on not eaprst* any
ronr of assurance concertino tto*eon

Ir confiecttnr nvh oir audit of the standolcne hnanoat slet<rrrr*s, ou nea*>₀r-jiba?y n to ??od the other wVnrrwtor m
dmt rt. itmaaler nfywhn th?- <*her nfotm^tion n *nMe?ii?Hv IneonsHent with the ft rant ln< yfatemmm or

our knowtadge adUemd tftifvm tha cowr%o of our audit or aChorwiiw apf-aa-. m ha matce tally mnvtaind

IT. bated on tha aus w? have cataned. ?o concvide mat there b a malarial mtustatarnant of this attar ir-fcrmaton.
we are required tn Tpon that fad- We hare todvrg to report m tha regard

Mmafamnie s MesponsiMity an the Mendelene hnsncwl SUtnoimh :

The CoTponys Scare of Owccfiot ts responsible ter the mattars iJjtrd In Sector. 134^5) cf tre Companies Aa. JO 13
wim respect Co tre Owaistcn md presentation of these ejmetonc hnondai statements Pat give a true and fair vm>
<4 the thereto portion, hnancm prt*pntahut mchKtinf other c.-enpr?ihr^pve income •hang** m ?*JKy and <M* Hows
?y the Company in acrorrtsnca wtf tha Indian accounting ?:>xS,mf prasctVM utoar Sacton 133 of ttw coir natHas act
2d 13 read with tha companies rue 2015,as amm-ided and other accounting standard generally accepted in India thB
rrsporsttiiity also fxhides maintenance of oceouete accountmo rwronjt m ortardtnee wth the provts-om of the Act for
seffyjanl-ng the evsrts of the Cnmiwny end for prevenimg ana dnnr.tmg frauds and othw eregwantw* weeton end
appt&ation of appocprwio accounting polcies mufc nc luognsrts and esrenatas that are maaormttta anc prudara. and
design impicmenuton and maintenance of sdeouote internal financial cant os that neer operating effectively or
erm.nno the accuracy and rompleteners ot the accounting recortH. retevarf to the preaarafcon anc pmsentatnn of the
standalone f wca •Moment* mat gw a trim and 1m ?t#n and are free hpm matanaf m^atrtameni, afwthr due to
fraud or aster

if CHypa?<ng (H* t#*id*ton? financial statement*. manager^ nr and ??urd Of Of+U0*% ft r**pc.nylt>l* for w?l>ng tft*
Comply* abdRv *0 C0?vir?un ** u gnirq COKtm, itr*clp*mg. *? applicable. mall*** misted to going concern erfl using
the QO<ng corwicrv 0**15 of accounting ini?i management mOter intends to icvitdace the Cotroeny or tu tww
operations, or has no reabsbc alternative out to do m

the board of director* ere also ^pomlb? for ?wsrseeh*g the Company* ^rii*?m ml reborn rg process
Auditor ? Responsibility for the Audit of Standalone financial Statement :

Our oftpctmas are \o obtaoi nravonaotc evturancc a to at whether the ttandsaonr financial statement* as a whole ant trot
from material roicirarrmmr, whqthor due to fraud or error ard to -scan an aumrorc rronrt that nrtudec our opink*.
Raasorvaoie acturarve * a hgn ?ewi at aumraoro, but is rear a guarantee that on *ud* conducted m accordarce with
SAs w/i atw*>* <Wia1 a •\atyne* ntssraremant when u MH*t elements cam arise from fraud or error and arc

ronaidtred if. vibvidbaBy m .n ?he aggregate. may could leavyiattfy he expected tn mflueficf the acoroime

deosom of bM?) l#*en on the bams of those standalone f>ner?r>a statement*

As fart of an audit m eccortarce ?rdh SAs. we ecaiosa praftsocnal judgment and mamcart pn/scuonei saapttooni
rvoughout the aude Wr also

- Idemfy and assess the mws of materiel rnisstetement of the sUndotanc financial statements, wnethe* flue to

treufl or error, design and perform audt procedures responsive to these raAs. and a Meet audit evidence that s
sjfhcent ana apfropnete to provide a bash tor cut op*non. The nsk of not detecting a Totertat rmctat-rmerTt
resulting bom fraud s higher than for one resulting ft cm error, as fraud may involve collusion, far gory,
inrrrffimai amotions mlsreprasemattons. cr true override of rite mat torero).

• Obtain an undarttandmg cd internal control relevant to the uud: o order to deogn *u<M procadieos that an?
aporopnate n m orcuirntanom Under teebnn 14X3)0) of me Companies act, 2013. we are mm re?pos*4>i?
fee e?p?et*ing our opriion on whether the company has adequate nteirM financial comic#* with reference to
ttendotone f nencipf ttetemeri one in piece and the operating e?r*tbv**?es* of such contras

• Fveruete the eppoprocenees of accounting po*o*t used and n* rsu<onub#n<4? of accounting astmvtfas and
retar.eo d-mowrv* made bv manugemenr ?•*] Doenl of director

• Conclude on the app^pnaemess of marvagemenre use of the gntrq concern Ewhm of accounting and. based on

the audit avwiercc- obtained whether a mMenai uncertainty exists dated to events or conditions that may

(*K Mgnd?iunt dour* on tn# Company** AM** to torfinua M a going concern If we conduct* that a
unca^sMnty w# art* cqutred to drew attention In ou> auditors report to the related disclosure* In the

ftnanoai vatemerH* a. * such cm.user** me nad#gue!*. lo modify our opine*. Our conclusion* are based on
the eudl evidence obtained up to the cate of ou* auditor** report However, future events or conditions may
cause the Company to cease to rontirur as a going concern

• FvahiMe tha oveiall prowwUatMn, -structure and content at the standalone finance* aatorruots. inctudirg the
iSsu-uvuiev, and whethur tire tf and alone fnanciai statement* *vpts<ft?K the undodying oanucUun* and aver**
In a lumv f Iru: ac Slews fav prvsewtatior

Katoruiliry t n? .vaqmtude of r^ivitatcmertes m the isandalone Ararctal statements that, mdivaiusoy or m aggregate,
makes It prohabi* nat the economic decittone of a roabonably knowledgeab-n user of th# standalone rmanoai
sracumarvts may be rfrhucnred ?V; ronslds* o^antltatrve materiality and quUeaav* factors n (l) pcannog the scope of
our audit wor* and w swaioatng (ha *wuKv of gjr wor%, and ("I to evaluate the effect of any lc#otihe<i mivstatemaot* w
me 3tand4?M>e firvitKiei *rate?n?fr?t?

We have communicated board of director wren those chargofl with qcvomarv# ogardng. amcog other natters, tha
planned scope and amino of the audit and ognlfcant auot flodings. Including any ognihcant defciendes tn internal
contiol mat we tdvnt*V du*sng ou audit

W? hove alto prwiood to board of drector _ar<J those charged weh govmnarwie with a statement mat we have c cm coed
w*h relevant cm cal icoune?-?ef*a regarang ndcpcndcrvcc. one to commmcaec w.nh them al (daUonsnips and other
matters that may rca&onabfy at thoojpt to bear on our mdopenflanca. and where aopscabc. reused ufeguards. from
nr marten, camrumealed with those changed with qovomarvr, we daterminn those matter* that wars of most
sgmrwanre In The audit of the aan&atone hnanoai srafWT?nrs of the currant per cd and are thcretoe rhe key audu
matter* ?v* dtwrtbe *Jw*e maaer* m our aud tci* report unie** law oi nrguatwn pnectsxde* pubt< diecoaure about ths
matter or when. In *mon?maV rare <licumwa?cv?. w# determine mat a mm# should not be coniminJcated w our spoil
because the pdve^e conMquenc#* of domg to would rtfeton*t*y be espened to outweigh the oubi? mierest b#neTe* of
such commumuitqn.

Report on other Legal and Regulatory Requirements

1 Ay lequiied by the Comp*n?ev {Aud*i? •> Report) Order. 20?0 ("the (Mb) •*i?.ed by th# Cfnvv Gavernmynt
ot Indio *n .trm* of ?ut>-sect?or (II) of section 143 of the Conipeme* A?t. 2013 we yw tn the Aantosae A*, a
stetrrhsnl Oh ttw maUism specified w prtregmpns 3 end 4 nf I he 0*der, to the extent appbuibifl

2 As leconed try Section 143(3) of the Act. we report that

a We have sougN end obtained at the information end eipteutiern when to the bent ct our knowledge
ord pei-ef were necessary ter the Dcrpcsa of otr audit.

0 In os# oproi. pope boc?s of ecccum ?s requiect by low neve beer kept by me Company so far a*
if appears from tn# etams-taben of those books;

W ttov ytirrmmn o< tro?r anti and tn* ??h Aw* *tvt.*wrm do— or* f?y thn

Toon am to <qrrr^r<?n ?>ir me books cl account manlance nw the iwote of pnecoretinn t meet

ttordite-* ttjdtwpw,

0 Ir ov* opntoa. ?? a hi* nor vtaedafcrw hnam-d *r#t*arvms (ompry yeah th* ?rov>ts vtP?dd*Cv
speeded ?rtecr *rt*n ID to the Act. read ottn *it i o? ttr r/motnet (Account*) ?u?rt. 70)?;

• On r< basal c/ dm wicu- npiiM tanjM mcar-c hem r? 3 ration as on Ma?th 11. 2025 QU>
<r ?**ml Or Oii bblrt of ??Co(?, <??. IlfMJUn of IKt urrpOf ?• laojuuiev-J M Bn Mo*th Jt,
21J5 (him Pomp wcohImIm • tralm r 1**m* of tUciinn IM /) cd tha Act.

t wen . ctpou a tho odtaucr / M tutorial hnaruuy aintnin uv?r vurcui report no cr the Company
Jrw tho coortoinp •Cttfibv^MU of tun urtrei. nafm to uu? toairato Sh*j?I in Annoum 5* Qu
•opoit firmwi os WtottoMRai uptnon os wftriti.?rm iH tuefr- tanirnh art* ut*?r?t rej to*?f t Motto—
cl the Ctonpeny- * rvyrroi totur-- to ^nmw now tmannai fypatotof

9 With tnvrc to the ?** mutton to tie MdttWO to me Audrey \ Report in occsrc*mw *fff* the
tqubttrentt at tertten if Vlb) at me Act. os amoidec.

li> owe aoktcr and to u?v ceil ef cm sfonNktot end accordma to do cipiirunva pMn to us, tho

Company hat not a*d any lo-uwri.n to a* tontctuit ifcatsp tho yoot

h toned cr nr •aaryvniitnn corned out ?n acroraarrw onh r? tmcdeafietoabar bweerve on a?c"rrrfj
on Aucft t-?i under Ru?- life) to thr Oarp?n*n fAwbt r<? Auditors) RidcaJOl* (Rented JM4
fd*wr mued t>* the inmtute or charterer) Accosraats of tndto. oncer rvxded test cnectt, we
Troor that no cc*npany fas uwd Ad *ac*jdi?% toft warn tor maintaemo a boon to account tost*
soo a fcabro of nscii*d?sg MH traN (obt -041 fbdtfy and (l?? tamo hat cpCfMtd rhnxcnour tr< year
•sd one yo?r and *or MU ?d}uMmo*N* r?Hi> fm el -olovant tranaaitav-* laau-tfMit in tho
*oftvu*n? hudho Ojinj rti# ioutm of •?? acaot wo dkl not inm? 0?*v todomo rd ?Mht trad

•o^arr onng Umperad o?m

1 Aaxnflen to the r^o-rymor aro eamanaka.v? gnen to ut amt bated on tre audt on>cedum
oertormed ?f wo. M?H? 2006 ? aactwabts U ma comoan? The Mellon OS(h) of Wt.um* u?
*1 lKil loowiMd Uiac oafOMUo fo> qoucM ar iovok urotrUod by mSHt muu bo toliwu oUtrn of*
<te>r hw*n IAr . ?l. of *tnfro of 900m erf MWhoo 0k?d? ?5r<q rrtdltar nytrctU w? i fOSHh ?
•TMt to b> 81J Sf Uhho. hi *t?e date at oum* n*?rt

Witt! Wtpoit to It - inor ftMtuwo tn bo .-uiudeJ m r*w *unr.ui\ ftopnit r octartUnro oNh 4u>o 11 of
ttta Cert-oomn Ai,? rt ?hd Attlcrei Rwoa. >0 ? in our er?n*ar> own *a lh? bod <0 or mfcrmatmn

•no wnKHq to t?^ ?.pl?n^>n? o^r*?n ta w?

t The Companr oocs not have ry RtcalKrc on ts frmm* 1 pMRIan at at ftnaociat
itaaTiinu adt dOa.

•1 Cynpe-rr dto xt naor ary rrQtrnr cone fact? noufl^c omv*f ve contra cn tor

which t**ere were any mafennl hi?f?nrat??r towi

•U flura Sh net bo?m any daMity ccardfutud 04 uvunnod amrf, ta IK Invattcr
CdjcMmn aoci htuteton *ur??t bv ih? ftwnaarh

to a) h. ironacicrtu < hat tutounKC ttiat. to tha belt of than craandy arc Lciof. ita
fnndt havo tnom odvMfeo* y boinod u* iiinoaad (olhaa ?ron* ?wn?rl t\0wt* 01 thorn
amiim cr any mho* ouftn cr ?tnf •?! >iml? by tho Compry KHrw any nrhi- jww
•r mhfy. hKijrtrq Wwoftt rtm rirtormnjarreT. with rv unmr*oml?j. reother
recc*ded In omtna ar othenrae. that the rr.ermfoary shat¹, ntmther. Jrect> c* mditectty
?and oc roost r ottiar poisons ot reDn datfod m any •nynoa ohotsoomf by or on
ticroif of the Compofh (LTwnot* BcofuiOot. gr previde ? h guarantee, lacutty ui the
M* tot tMAfff td dm unimold iod rotioo

b) Thr r*\in?qr*T?— *%r? nrynemoa that, ta the best of tJ •rrm*m?or a?J hmrf no
hinds have been review try :he Ccmpery r-on- any person 0* entity. foreign

ntioci r^unerc haettoiy. wtn the u*d?r%tatHt>hg, ohecfwtr racordcC at wiitino or
atltarotoo that tfm Cmnpar^y stui. ohofor. a.iwctv or nCroJty. tore or rroiu 1 atroa
porten* u> rtiiMn Ulantihod •?* artv rro?no? ohotyoavo* try or on tmhwf at th* furatw.
party r litovir h*nohoar.rrtl ?r pmoteto any •uanmav. taewnry m rv im nr titooir nt
the Oetmate Ptrpndiq and

CJ Bated an tu.r aadC ptocadcaes pafhoineu Due have bo**- cart on e j eatortabte aod
•CpvitoMfa n tho cawnatorsoo. nuttimy hiM um? ta 00* <?a.:* mat ra? umaf ui ta
It—aw ?hol Ihr rv^votontolaara undw v o-dautr (a wot fb) oxtan on. mafryuf
mosUeemtor

v The cornpoty tao *?pi ordered or p—d a*?? ervtsera? (bring the year y* metresrnr orth
settert 123 tf the Companes Act, 2013 Hence ffu <te-.se <s not jci.-:at?e

vl A* the pnondia ta ru? IfS) cf Me Corqurtet Aauxntt) Rules. 2014 to xcrtcanlc h-r the
company l.a.. Aprf 1. 2023, /?parting an siArtaring cf audt tnal urCoi RUtelKgi of
Cu.tuiunwv 1 Audr and Audiura) Nuto., 2014 undar ihu ilauac?? —Katato

AHN?jLVJLCJlAlJ.QJLtLLl!iP&PlNQ?ttT_AUjLI.T.QJlSlP&P9B.T

Repurt en required by the Companies (Auditors Report) Order. 2020 ("the Order*), issued by the Central Government of India
in tnrrm of sub-section (11) nf section 41 of the Companies Act. 2013 (Rafrr to m paragraph t under Report on Othnr Legal
and Regulatory Requirements section of our reporr of even data) With reference to the Annexure A revered to m th#
Independent Auditors Report to the members of 5 of GUJARAT COTEX LIMITED ** at and for trie yew ended March 31.
2Q2S)

f PfQgerfr. PLtnu And iflutomtnM,

(a) Tno company hes maintainnd proper records showing hill particulars including quant it at v* details and situation nf
Property , Plants and Equipments

(b) The Company doe* not own any intang^a? assets Therefore, the provisions of the clause >(a)(A) of thw Onler are
not applicable to the Company

(c) The Property. Plants and Equipments have been pry steady verified by Iha management during the year, resides
there is a regular program of verification which in our opinion is reasonable having regard to the ?? of the company
and the nature of its Property, Plants and Equipments No material disc epa*ilhs were noticed or such verification

(d) Total Property, Plants and Equipments of the comparrv Including immovaafe property also and the Title deeds of
immovable properties are held m I he name of the company

(e) During the year Company acquired the Construction hqtit at Khambhade village of uu>arat near Sarangpur. die title
deeds of immovable properties of build ngs as disclosed in Note 1 has been classified as Construction Right

f) The Company Ka? net revalued its property, plant and equipment (including right to use assets or mtang?hir assets
or both during the year Thcetom, the provisions of the clause i(d) of the Order are nor. pp^cawr to thr Company

<g) There have been no proceedings initiated or pending aganhit me Company fai holding any benanu property under
the Benami Transactions (Prohibition) Act, 1988 and rules made thercundm during the year Therefore, the
provicons of the clause 1(e) of the Order arc not applicable to the Ccrr.pa*ry
(b) During the yea*, Fixed assets carrying value amounts to As 2.37 takhs .whose useful fe has been completed

However they are still in use so company has consider m faced asset schedule and r?o depreciation has been provided
on them.

2 In respect alita Inycolflttet;

The inventory has been physically vfft ?c by the management dunng me year. n our opinion, tne frequency o* such
verification is reasonaoM. The coverage and procedures of physical vetihcat.on of inventov followed by the management
are appropriate, teasonabie and adequaie in t dab on of the sue of the Company and the

nature of its business The Company is mointa ning proper records of inventory and no material discrepancies were
noticed on physical venf<n*on earned out at thr end of the year

The Company has not Derm sanctioned ary woking capital iiruts ?n excess of five crorc rupees, in aggregate, from banks
or financial institutions on the basis of security of current assets dunng the year. Thereto rr the proviso*** of the clause
ii(b) of the Oder **• not. appnraWe to me company

Dunng me year, the company has not made any investments m, provided any guarantee or security or granted any loans
or advances In the nature of nans, secured or unsecured, to companies, firms. United Liability Partnerships or any other
abated parties.

4 Isa.". 19 eirKiaa

According to the mforrmbon and explanations given to us and based on the audit procedures performed by us, the
Company has not provided unsecured loans to another rompony and to retatrd parties

(a) In our opinion and according to the information and explanation given to us. me Company has not granted any
guarantees or any securhes to the parties covered under Section )85 of me Act. The Company has comping w th the
provisions of Secbon 186 of me Act us respect of the grant of loans, investments made, to the extent apghcabfe to
Company.

5 Pufe(KPgg95iU;

In our opinion and according to the information and exportations given to us. the company has not accepted any deposits
or amount wt?ch ore deemed to be deposited os per th? directives ?siuoc by th? Reserve Bank of Jnd a. provisions of
Section 73 TO 76 or any ether relevant provisions or the Companies Act and mt ru*?s framed there under according to the
paid 3(v)of the order is not applicable to the company

6 Cost Records :

As informed to us. the rrarntmancr of Cost Records bos not been tpocihod by th* Central Government under Section
148(1) of the Act. in respect of actwrt.es cached on by the Company Accordingly, paragraph J <vi) of the Order >s net
applicable to the Company

According to the information 6 explanations given to us In respect ot statutory dues

(0) The Company has generally been regular in depositing undisputed statutory dues, including ProvxJnnt Fund,
Employees State Insurance, Income-ta?, Sales ta*. Service Ta>, Custom Duty, Excise Duty, value Aooed Ta?. Goods and
Service Tar. Cess and other materiel statutory docs applicable to It mth appropnate authorities Thera were no
undisputed amosmts payable in respect or Provident Fund. Employees State Insurance, Income-tar, Saies-tar, Service
Tax, Custom Duty, Excuse Duty, Value Added Tor, Goods and Service Tar. Cess and othor material statutory cues m
an tsars as at 31-03-2025 tor a period ol more than sir months hum the data they became payable

(6) According to the information and explanation given to us. theie are no dues o? Income 111 Sales tbi. Service Tn,
Customs Duty, Erase Duty, Value Added Tax, Goode and Service Tax outstanding on account of any dispute

In our Opmion and accord-ng to the information and explanations given to us. the company has not surrendered or
disclosed any transactions not recorded m boots of account as income during the year in the to* assessments under the
Income-tax Act. 1961 (43 of 1961) and theretote, the provisions ot the clause 3 (vili) of the Order are not applicable to
the Company

In our opinion and according to the information and explanations given to us, the Company has not defaulted in
repayment of any loan or other Don cm. rigs or any interest due thereon to any lenoet

In our opinion and according to the informal ion and explanations given to us, there are no funds raised on short term
basis which have been utilised for long term purposes

In our opinion and according to the inhumation and explanations given to us, the company has not taken any funds from
any entity or person on account of or m meet the obligations of its subsidiaries, associates or joint ventures

In our opinion and according to the inlomration and oplanations given to us, me company has not raised loans during
the year on the pledge of securities held in Its subsidiaries, pint ventures or associate companies

10 Initial Public Qffir gr fitrttw Public gffur,

The Company has no! raised any money by way of initial public offer or further pubhc offer (including debt Inssnxnrmts).

Accordingly, the provisions of cause it x)(ai and 3(x);b) of the Order at* not applicable to the Company

11 Frauds:

(a) During the course of our examination of tha books and retard* of the Company, earned out m accordance with the
generally accepted auditing practices it India, end according to tne information arid explanations given to us. we nave
neither come across arty instance of material fraud by the Company or on Ihe Company, noticed or reported during the
year, nor have we been Informed of any such case by Che management Accordingly, the provisions ot douse 3<xi)(a) of
the Order ore not applicable to the Company

(b) To the best of our knowledge end according to the information and exp enations given to us, no fraud has been
reported by the auditor in Form ADM under section 143(1]) of the Act as prescribed under rule 13 of Companies (Audit
and Auditors) Rules. 2014 with the Central Govertitient during the yeat Accordingly, the provisions of clause 3 xl)(b) of
the Order ate not applicable to the Company

(e) Tu the best o our knowledge and according to the information and explanations given to us. the Company has not
received any nh.stle-btoiver complaints during the year Accordingly, the provisions ot clause 3(u (c) ot Che Order or* not
epplicebfe to the Company.

The company IS not a fodhl Company Therefore, the provisions of Uauftr 3(xu) of the Order are not applicable to the
company

According to the information and explanations given to us and based on our examination of the records of the Company,
transactions with the related parties are in compliance with Sections 1(111 of the Act where applicable and details of such
transactions have been oucoseo in the standalone financial statements as reouired by applicable Ind AS Further, the
Company is not required to constitute an Audit Committee under Section 177 of the Act. nnd accordingly to the extend
the paragraph 3<xm) of the Order is not applicable to the Company

a) In our opinion and according to tho information and explanation* given to us and based on our esamnsMlnn of the
records, the Company has an internal audit system commensurate with the *12* and nature of Its business.

(b) ?Ve nave considered the Internal audit repo-Is of me company issued tin date, for the period under audit In
determining the nature, timing and extent ot our audit procedures

is PrtftragEHAiigimtni;

Accordinq :o the information and explanations given to us ana on overall exam.nation of the balance sheet, the company
has not mode any preferential allotment or private placement of shares or fully or partly convertible oeOenlureti during
the year and hence, reporting requirements under clause 3(xiv) of me order are not applicable to tha company

According to the information and explanation* given to us and baaed on our examination of the records of the Company,
during the year the Company has not entered into any non casn transactions with its directors or persons connected to
Its directors and hence provision* of clause 3( >v) of the Order is not applicable U> the Company.

According to the information and explanations given by the management, company is not required to registered under
section dSIA of the Reserve Bank Of Indui Act, )934.and accordingly the previsions ol clause
3(xvi)(aj,3(xvi)<b},3(*vixc),3(xvi)(<l) ot the Order are not applicable to the Company

18 Cash losses;

The company lias not Incurred any cash losses in the current year os wed as in the immediately preceding flnanoal year.
There has been no resignation ol statutory auditors dunng the year Accordingly, clause 18 ot the order in not applicable

According to the nformabon and explanations given to us and on the basts ot the financial ratios, ageing and expected
dates of federation of financial assets and payment of financial liabilities, other information accompanying the financial
statements, out knowledge of the Board ol Directors and management plans and based on ou> examination of the
evidence supporting the assumptions we are of the opnion that no material uncertainty exists at an the date ot the audit
report that company is capable of meeting -ts liab-ut? existing at date of balance sheet as and when tney ta l due w.tnm
a period of one year from the balance sheet dale

The company has no obligation under Corporate Social Responsitwiry. Accordingly, clause 20 of the order is not applicable

22 Qualification or aaverae auditor remarha in iithcr group cattipenles ;

The company has no group companies. Accordingly, clause 21 of the order is not applicable

In uur opinion and according to the information and explanations given to us, the Company m not required to prepare
consolidated financial statements and hence provisions of douse 3<xn) of the Order is not applicable to the Company

ANNEXURE B TO INDEPENDENT AUDITORS REPORT

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

We have audited internal financial controls over financial reporting of GUJARAT COTEX
LIMITED ("the Company") as of March 31, 2025 in conjunction with our audit of the
standalone financial statements of the Company for the year ended and as on that date.

Managements Responsibility for Internal Financial Controls

The Management and the Board of Directors of the Company are responsible for establishing
and maintaining internal financial controls based on the internal control over Financial
reporting criteria established by 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 (the Guidance
Note). 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 Act.

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
Standards on Auditing prescribed under Section 143(10) of the Act and the Guidance Note, to
the extent applicable to an audit of internal financial controls. Those Standards and the
Guidance Note require that we comply with the 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 all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the
internal 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
standalone financial statements, whether due to fraud or 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 control system over financial
reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A compa nys 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 (1) 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 and 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 management 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 controls 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, to the best of our information and according to the explanations given to us,
the Company has, in all material respects, an adequate internal financial controls system over
financial reporting and such internal financial controls over financial reporting were operating
effectively as at March 31,2025, based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note issued by the ICAI

AUDITORS CERTIFICATE Of COMPLIANCE WITH THE CORPORATE GOVERNANCE
Independent Auditors Certificate on compliance with Corporate Governance
Requirements under SE8I (listing Obligations and Disclosure Requirements!
Regulations. 2015.

TO,

THE MEMBERS OF GUJARAT COTEX LIMITED
(CIN: L46695DN1996PLC000116)

(Formerly known as OCTAGON INDUSTRIES LIMITED)

We have examined the compliance of conditions of Corporate Governance by Gujarat
Cotex Limited, for the year ended on March 31, 2025.

The compliance of conditions of corporate governance is the responsibility of the
management. This responsibility includes the design, implementation and
maintenance of Internal control and procedure to ensure the compliance with the
conditions of the corporate governance stipulated In the SEBI Listing Regulations.

Our examination is limited to procedures and implementation thereof, adopted by
the Company for ensuring the compliance of the conditions of the Corporate
Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.

We have examined the books of accounts and other relevant records and documents
maintained by the company for the purpose of providing reasonable assurance on
the compliance with corporate governance requirements by the company.

We have carried out an examination of the relevant records of the company In
accordance with the Guidance Note on Certification of Corporate Governance issued
by the ICAI, the Standards on Auditing specified under Section 143 (10) of the
Companies Act 2013, in so far as applicable for the purpose of this certificate and as
per the Guidance Note on Report or Certificates for Special Purposes issued by the
ICAI which requires the we comply with the ethical requirements of the Code of Ethics
issued by the ICAI.

In our opinion and to the best of our information and according to the explanations
given to us, we certify that the Company has complied with the conditions of
Corporate Governance as stipulated in the above-mentioned SEBI Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of
the Company nor the efficiency or effectiveness with which the management has
conducted the affairs of the Company

The certificate is addressed and provided to the members of the company solely for
the purpose to enable the company to comply with the requirement of the SE8I
Listing Regulations, and It should not be used by any other person or for any other
purpose. Accordingly, we do not accept or assume any liability or any duty of care
for any other purpose or to any other person to whom this certificate is shown or
into whose hands it may come without our prior consent in writing.

For Pawan Siddharth & Co

Chartered Accountants

 

Sd

CA Pawan Kumar Jain

(Partner)

M. No.070207

FRN-119243W

UDIN: 25070207BMHVLF2569

 

Date: 27/05/2025

Place : Surat