Gujarat Cotex Ltd Auditor Reports

To,

The Members of

GUJARAT COTEX LTD

Report on the audit of the Standalone Financial Statements :

Qualified Opinion

We have audited the accompanying standalone financial statements of GUJARAT COTEX LTD, which comprise the Balance Sheet as at 3istMarch,2026,the statement of Profit and Loss, statement of Change in Equity and statement of cash flow for the year then ended and notes to the standalone financial statements including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph mentioned below, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (Act) in the manner so required and give a true and fair view in conformity with the Indian accounting standard prescribe u/s 133 of the companies act 2013 read with the companies (Indian accounting standard) Rules 2015 as amended( IndAS) and other accounting principal generally accepted in India, of the state of affairs of the Company as at March 31, 2026, its profit (or Loss) (Including other comprehensive income), Change in Equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

We conducted our audit of the standalone financial statements in accordance with the standards on auditing specified under section 143 (10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the auditors 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 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 ICAI 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 except the followings.

The Company has paid fees to ROC Regarding increase in Authorised Share Capital in FY2023-2024 and 2024-2025. The company has Created Preliminary Expense Asset of this ROCFees Expense instead appropiate accounting treatment as prescribed under Indian Accounting Standards. The Company is Writting off partially such Preliminary asset into Profit & Loss Account in each Year. In the Current year, the Management of Company written off such Preliminary Expenses against Retained Earnings.

The aforesaid accounting treatment represents correction of a prior-period error. In accordance with Indian Accounting Standard (Ind AS) 8, Accounting Policies, Changes in Accounting Estimates and Errors, the Company should have corrected such error by retrospective restatement of the comparative financial information. The Company has not restated the comparative figures presented in the accompanying financial statements.

The modification to our opinion arises from the Companys decision not to retrospectively restate the comparative financial information and opening balances as required by Ind AS 8.

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, 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.

The Key Audit Matters	How our audit addressed the key audit matter
The principal products of the Company comprise of textile fabrics that are mainly sold in domestic market. Further, the Company is also engaged in business of purchase and sale of Plots of land and Trading in Agriculture Item (exempt). The Company will also Engage in the hospitality Business which is under process of construction. Revenue is recognized when the customer obtains control of the goods and in case of plots of land, on registration of sale deed We identified revenue recognition as a key audit matter because the Company and its Shareholders focus on revenue as a key performance indicator.	In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence:
	1. We assessed the appropriateness of the revenue recognition accounting policies by comparing with applicable accounting Standards,
	2. We evaluated the design of key controls and operating effectiveness of the relevant key controls with respect to revenue recognition on all transactions.
	3. We performed substantive testing by selecting samples of revenue transactions, recorded during the year by testing the underlying documents using statistical sampling.
	4. We carried out analytical procedures on revenue recognized during the year to identify unusual variances.
	5.We tested, on a sample basis, revenue transactions recorded before and after the financial year end date to determine whether the revenue had been recognised in the appropriate financial period.
Investment in Equity Share

The Key audit matters	How our audit addressed the key audit matter
The company has an investment in equity instrument of M/s Sonpal Cement and Infrastructure ltd (formally known as Amy Urja Vikalp Ltd) and investment amounts to Rs. 43.34 lakhs.	As per ROC portal status of M/s Sonpal cement and infrastructure ltd is showing as Active and non-compliantThe said company has filed annual return with ROC upto march 2012, We are of opinion that company is not in operation and not going concern. Hence management is to either write off or make a provision of such dead investment.
The company also has an investment in equity instrument of M/s Gujarat eotex finlease ltd and investment amounts to Rs. 31.41 lakhs.	As per ROC portal status of M/s Gujarat Cotex Finlease ltd is showing as Active and return filed upto march 2024. We have observed based of the financial statement of said company that there is no business operation in FY 2022-23 and FY 2023- 24.The shares of the said company is in physical form, the same should be in electronic form i.e. demateriaiise form.
Litigation, provision and contingencies
The Company recognizes a provision when it has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation Adisclosure for contingent liabilities is made where there is a possible obligation or a present obligation that may probably not require an outflow of resources. When there is a possible or a present obligation where the likelihood of outflow of resources is remote, no provision or disclosure is made. We have identified litigations, provisions and contingencies as a key audit matter because it requires the Company to make judgements and estimates in relation to the exposure arising out of litigations. The key judgement lies in the estimation of provisions where they may differ from the future obligations.		In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence:
		1. We tested the effectiveness of key controls around the recording and assessment of litigations, provisions and contingent liabilities.
		2. We obtained Companys assessment of the open cases, if any, and compared the same to the assessment of subject matter experts, wherever necessary, to assess the reasonableness of the provision or contingency.
		3. We considered the adequacy of the Companys disclosures made in relation to related provisions and contingencies in the financial statements.

Information other than the financial statements and Auditors report thereon

The Companys board of directors and management are responsible for the preparation of the other information. The other information comprises the Management Discussion & Analysis, Boards report, which include the annexure fo the boards report, business responsibility report, corporate governance and shareholders information, but does not include the standalone financial statements and our auditors 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, 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.

Managements Responsibility on the Standalone Financial Statements :

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 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 including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian accounting standard prescribe under Section 133 of the companies act 2013 read with the companies rule 2015,as amended and other accounting standard generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone 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 and board of directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concer 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 Companys financial reporting process.

Auditors Responsibility for the Audit of Standalone Financial Statement :

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 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, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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

- Identify and assess the risks of material misstatement of the standalone 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 with reference to standalone financial statement are 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 and board of director.

= Conclude on the appropriateness of managements use of the going concer 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty 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 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.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements. We have communicated board of director 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 have also provided to board of director and those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and fo communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safequards. 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 auditors 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 (Auditors Report) Order, 2020 (the Order), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable

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

a We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

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

c The balance sheet, the statement of profit and loss including Other Comprehensive Income, the Statement of Changes in Equity and the cash flow statement dealt with by this report are in agreement with the books of account maintained for the purpose of preparation of these standalone financial statement;

d In our opinion, the aforesaid standalone financial statements comply with the Indian 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 March 31, 2026 taken on record by the board of directors, no directors of the company are disqualified as on March 31, 2026 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 effectiveness of such controls and operating effectiveness of the Companys internal financial controls over financial reporting;

g With respect to the other matters ta be included in the Auditors 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 Company has not paid any remuneration to Its directors during the year. h Based on our examination carried out in accordance with the Implementation Guidance on Reporting on Audit Trail under Rule 11(g) of the Companies (Audit and Auditors) Rules,2014 (Revised 2024 Edition) issued by the Institute of Chartered Accountants of India, which included test checks, we report that the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year and also after year end for audit adjustments entries for all relevant transactions recorded In the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

i According to the information and explanations given to us and based on the audit procedures performed by us, MSME act 2006 is applicable to the company. The section 43B(h) of income tax act 1961 required that payments for goods or services provided by MSME must be settled within 45 days from the date of acceptance of goods and services. Outstanding creditor registered with MSME is amount to Rs. 10004,53 Lakhs, till the date of audit report. j With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us;

i The Company does nat have any litigations on its financial position as at financial statements audit date,

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

iii There has not been any liability transferred as unclaimed amount, to the Investor Education and Protection Fund by the Company iv a) The management has represented that, to the best of their knowledge and belief, 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 or entity, 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, no funds have been received by the Company from any person or entity, 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 Funded party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and c) Based on such audit procedures performed 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 (a) and (b) contain any material misstatement.

v The company has not declared or paid any dividend during the year In accordance with section 123 of the Companies Act, 2013. Hence this clause is not applicable.

vi As the proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company ie., April 1, 2023, reporting on maintaining of audit trail under Ruleli(g) of Companies (Audit and Auditors) Rules, 2014 under this clause is applicable.

As per our report of even date
For Pawan Siddharth & Co
\u2018 Chartered Accountants
ICAI FRN : 119243W

CA Pawan Kumar Jain
Partner
Meb. No. 070207
UDIN: 26070207MBKDNB6464

Place: Surat
Date: 29/5/2026

ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT

Report as required by the Companies (Auditors Report) Order, 2020 (the Order), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013 (Refer to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date) With reference to the Annexure A referred to in the Independent Auditors Report to the members of s of GUJARAT COTEX LIMITED as at and for the year ended March 31, 2026)

(a) The company has maintained proper records showing full particulars including quantitative details and situation of Property , Plants and Equipments.

(b) The Company does not own any intangible assets. Therefore, the provisions of the clause i(a)(A) of the Order are not applicable to the Company.

(c) The Property, Plants and Equipments have been physically verified by the management during the year, besides there is a regular program of verification which in our opinion is reasonable having regard to the size of the company and the nature of its Property, Plants and Equipments. No material discrepancies were noticed on such verification.

(d) Total Property, Plants and Equipments of the company including immovable property also and the title deeds of immovable properties are held in the name of the company

(e) Construction of the Property at Khambhada village of Gujarat near Sarangpur is under Construction as on the Date of Balance sheet.

(f) The Company has not revalued its property, plant and equipment (including right to use assets or intangible assets or both during the year. Therefore, the provisions of the clause i(d) of the Order are not applicable to the Company.

(g) There have been no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder during the year. Therefore, the provisions of the clause i(e) of the Order are not applicable to the Company. (h) During the year, Fixed assets carrying value amounts to Rs. 0.17 lakhs ,whose useful life has been completed. However they are still in use so company has consider in fixed asset schedule and no depreciation has been provided on them.

The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. The coverage and procedures of physical verification of inventory followed by the management are appropriate, reasonable and adequate in relation of the size of the Company and the nature of its business. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification carried out at the end of the year. The Company has not been sanctioned any working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets during the year. Therefore, the provisions of the clause ii(b) of the Order are not applicable to the Company.

3 Investments, Guarantee, Security or Loans given by the company:

During the year, the company has not made any investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other Related parties.

4 Loan to Directors

According to the information and explanations given to us and based on the audit procedures performed by us, the Company has not provided unsecured loans to another company and to related parties. (a) In our opinion and according to the information and explanation given to us, the Company has not granted any guarantees or any securities 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 the grant of loans, investments made, to the extent applicable to Company.

5 Public Deposits :

In our opinion and according to the information and explanations given to us, the company has not accepted any deposits or amount which are deemed to be deposited as per the directives issued by the Reserve Bank of India, provisions of Section 73 TO 76 or any other relevant provisions of the Companies Act and the rules framed there under according to the para 3(v)of the order is not applicable to the company.

6 Cost Records:

As informed to us, the maintenance of Cost Records has not been specified by the Central Government under Section 148(1) of the Act, in respect of activities carried on by the Company. Accordingly, paragraph 3 (vi) of the Order is not applicable to the Company.

Statutory Dues ;

According to the information & explanations given to us in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Goods and Service Tax, Cess and other material statutory dues to the Extent applicable to it with appropriate authorities. There were no undisputed amounts payable in respect of Provident Fund, Employees State Insurance, Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Goods and Service Tax, Cess and other material statutory dues in arrears as at 31-03-2026 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us, there are no dues of Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Goods and Service Tax outstanding on account of any dispute.

In our opinion and according to the information and explanations given to us, the company has not surrendered or disclosed any transactions not recorded in books of account as income during the year in the tax assessments under the Income-tax Act, 1961 (43 of 1961) and therefore, the provisions of the clause 3 (viii) of the Order are not applicable to the Company. Default on Repayment of Borrowings : 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 borrowings or any interest due thereon to any lender. In our opinion and according to the information and explanations given to us, there are no funds raised on short term basis which have been utilized for long term purposes. In our opinion and according to the information and explanations given to us, the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures. In our opinion and according to the information and explanations given to us, the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

10 Initial Public Offer or Further Public Offer :

The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the Year. Accordingly, the provisions of clause 3{x)(a) and 3(x)(b) of the Order are not applicable to the Company.

11 raud:

(a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the management. Accordingly, the provisions of clause 3(xi)(a) of the Order are not applicable to the Company. (b) To the best of our knowledge and according to the information and explanations given to us, no fraud has been reported by the auditor in Form ADT-4 under section 143(12) of the Act as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government during the year. Accordingly, the provisions of clause 3(xi)(b) of the Order are not applicable to the Company. (c) To the best of our knowledge and according to the information and explanations given to us, the Company has not received any whistle-blower complaints during the year. Accordingly, the provisions of clause 3(xi)(c) of the Order are not applicable to the Company. 12 The company is not a Nidhi Company. Therefore, the provisions of clause 3(xil) of the Order are not applicable to the company.

13 Transaction with Related Parties :

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 188 of the Act where applicable and details of such transactions have been disclosed in the standalone financial statements as required by applicable Ind AS.

14 Internal Audit : a) In our opinion and according to the information and explanations given to us and based on our examination of the records, the Company has an internal audit system commensurate with the size and nature of its business,

(b) We have considered the internal audit reports of the company issued till date, for the period under audit in determining the nature, timing and extent of aur audit procedures.

15 Non-cash Transaction :

According to the information and explanations given to us and based on our examination of the records of the Company, during the year the Company has not entered into any non- cash transactions with its directors or persons connected to its directors and hence provisions of clause 3(xv) of the Order is not applicable to the Company.

16 Registration with Reserve Bank of India Act, 1934 :

According to the information and explanations given by the management, company is not required to registered under section 451M of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3(xvi)(a),3(xvi)(b), 30evi)(c),3(xvi)(d) of the Order are not applicable to the Company.

17 Cash Losses :

The company has not incurred any cash losses in the current year as well as in the immediately preceding financial year.

18 Resignation of Statutory Auditor :

There has been no resignation of statutory auditors during the year. Accordingly, clause 18 of the order in not applicable.

19 Material uncertainty :

According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, 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 the assumptions. we are of the opinion that no material uncertainty exists as on the date of the audit report that company is capable of meeting its liabilities existing at date of balance sheet as and when they fall due within a period of one year from the balance sheet date, 20 The company has no obligation under Corporate Social Responsibility. Accordingly, clause 20 of the order is not applicable.

21 Qualification or adverse auditor remarks in other group companies :

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

As per our report of even date
For Pawan Siddharth & Co
Chartered Accountants
ICAI FRN : 119243W

CA Pawan Kumar Jain
Partner
Meb. No. 070207

Place: Surat
Date: 29/05/2026
UDIN: 26070207MBKDNB6484

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, 2026 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 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 (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. Qualified Opinion

In our opinion, except for the effects of the material weakness described in the Basis for Qualified Opinion paragraph, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such controls were operating effectively as at March 31, 2026.

The Company did not maintain effective internal financial controls relating to accounting for equity transactions and compliance with the applicable requirements of Indian Accounting Standards. This control deficiency resulted in a material prior period accounting error remaining undetected on a timely basis and could result in material misstatements in the financial statements not being prevented or detected.

AUDITORS CERTIFICATE OF COMPLIANCE WITH THE CORPORATE GOVERNANCE Independent Auditors Certificate on compliance with Corporate Governance Requirements under SEBI (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, 2026.

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 SEBI 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
FRN-119243W

CA Pawan Kumar Jain
(Partner)
M. No. 070207
UDIN: 26070207MBKDNB6484

Date: 29/05/2026
PI ace : Surat