Jhandewalas Foods Ltd Auditor Reports

To

The Members

M/S JHANDEWALAS FOODS LIMITED

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the financial statements of M/s Jhandewalas Foods Limited ( the Company ), which comprise the balance sheet as at 31st March 2026 , and the statement of Profit and Loss and statement of cash flows for the year ended, and notes to the 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, the aforesaid financial statements give the information required by the Act in the manner so required subject to matter specified in basis for qualification paragraph and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2026 , its profit and its cash flows for the year ended on that date.

Basis for Qualified Opinion

i.The companys decision not to provision for interest on the credit facility from Axis Bank and Acme Resources Pvt. Ltd., is based on the classification of its account as a Non-performing Asset (NPA). According to the Reserve Bank of Indias guidelines, interest on NPAs is not recognized on an accrual basis but is booked as income only when it is actually received. This means that if the account is classified as NPA, the interest cannot be accrued in the financial statements. In the case of Axis Bank, which has initiated a recovery suit with the Debt Recovery Tribunal (DRT) in Jaipur, the outcome of this legal action may influence the companys financial reporting and provisioning practices. The status of the suit, still pending, suggests that the financial implications are yet to be determined. It is crucial for companies to closely monitor such proceedings and update their financial records in accordance with the evolving legal situation and regulatory guidelines.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor s Responsibilities for the Audit of the 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 financial statements under the provisions of the Companies Act, 2013 and the Rules there under. We have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of Matters

Emphasis of matters are those matters that, in our professional judgment which considers it necessary to Draw Users attention to a matter or matters presented or disclosed in the financial statements that are of such importance that they are fundamental to users .

We have determined the matters described below to be the Emphasis of matters to be communicated in our report which are as follows: - i. The financial analysis of the balance sheet reveals a significant concern regarding asset ownership. With fixed assets reported at Rs. 8.41 Crores, the distinction between Immovable and Movable assets is crucial. Immovable assets account for Rs. 5.92 Crores, yet a staggering Rs. 5.76 Crores of these assets lack proper title deeds in the companys name. This discrepancy suggests that the company does not have legal claim over the majority of its Immovable assets. Consequently, the actual assets held by the company amount to Rs. 2.50 Crores, which includes Movable assets and Factory Building. It is essential for the company to address this issue promptly to ensure accurate representation of asset ownership and to maintain financial integrity.

ii. We draw attention to the status of the Company, as reflected on the Ministry of

Corporate Affairs (MCA) portal, is Under Corporate Insolvency Resolution Process (CIRP) in terms of the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC, 2016). The Honble National Company Law Tribunal (NCLT) has admitted an insolvency petition filed against the Company vide its Order No. CP No. (IB)-26/9/JPR/2023 dated 04.07.2025 and has appointed a Resolution Professional in accordance with the said provisions.

Subsequently, Jhandewalas Foods Limited preferred an appeal before the Hon ble NCLAT,

New Delhi, contending that the alleged dispute arose due to the supply of under-quality raw materials by Param Dairy Limited and that the Company is not insolvent. The Hon ble NCLAT, New Delhi, granted a stay on the NCLT order dated 04.07.2025 vide order dated 15.07.2025.

The matter is currently sub judice, and the appeal remains pending, with the next hearing

In view of the foregoing, a material uncertainty exists with respect to the ultimate outcome of the CIRP proceedings and the pending Appeal before the NCLAT, and its consequential impact on the Companys financial position, operations, assets, and liabilities cannot be ascertained with certainty at this stage. Accordingly, we are unable to conclusively determine the impact, if any, of the said proceedings on the going concern status of the Company and on the true and fair view of the financial statements for the year ended 31st March 2026.

Our opinion is not modified in respect of these matters.

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.

Key Audit Matter

Key audit matters	How our audit addressed the key audit matter
1. Procurement of Raw Materials and Valuation of Inventories
	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:
We identified procurement of raw materials and valuation of inventories as a key audit matter due to the significance of costs incurred during the year and the related inventories as at the reporting date. The matter involves a significant degree of management judgment in the verification and valuation of inventories, particularly in view of the perishable nature of the products dealt with by the Company. During the course of audit, we conducted a physical verification of inventories at the Companys premises. While the stock observation was carried out, we noted certain inherent limitations in independently verifying and reconciling the complete inventory position, given the nature and volume of the stock and the processes followed by the Company. Accordingly, in respect of the inventory quantities and valuation, we have placed reliance on the figures as certified and provided by the Management of the Company, which have been accepted in good faith for the purpose of our audit. The Management has represented that the inventories are valued in accordance with the accounting policies consistently followed by the Company, i.e., at cost or net realisable value, whichever is lower, as per the applicable accounting standards.	1. We evaluated the design of internal controls over procurement and inventory management through of our audit. 2. We carried out a physical stock observation at the Companys premises to the extent practicable and compared the observed quantities with the stock records maintained by the Management. 3. We conducted substantive testing of purchase transactions on a sample basis through examination of underlying supporting documents such as supplier invoices and goods receipt records, to assess the completeness and accuracy of procurement recorded during the year. 4. We reviewed the inventory valuation methodology adopted by the Management and assessed its consistency with the accounting policies disclosed in the financial statements and with the prior year approach. 5. We performed cut-off testing on a sample basis to obtain reasonable assurance that procurement and inventory-related transactions have been recorded in the correct accounting period. 6. In view of the practical limitations encountered during the stock observation, the inventory quantities and valuations as appearing in the financial statements are based on the figures as certified by the Management. We have relied upon the Managements representation in this regard, as it was not practicable for us to independently verify or corroborate the same in its entirety. 7. We have reviewed manual journal entries relating to purchases and inventory adjustments to identify any unusual or non-recurring items requiring further consideration.
2. Related Party Transaction
	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:
The Company has entered into several transactions with related parties during the year 2025-26. We identified related party transactions as a key audit matter because of risks with respect to completeness of disclosures made in the financial statements including recoverability thereof; compliance with statutory regulations governing related party relationships such as the Companies Act, 2013 and SEBI Regulations and the judgment involved in assessing whether transactions with related parties are undertaken at arms \u2019 length.	The audit procedures we have outlined are comprehensive and adhere to the stringent requirements necessary for a thorough examination of related party transactions. By assessing key controls and compliance with relevant regulations, we are ensuring that all related party relationships and transactions are properly identified and disclosed. The reliance on legal opinions for matters of interpretation is a prudent approach, adding an extra layer of scrutiny to the audit process. Furthermore, the inspection of ledgers, agreements, and statutory registers for completeness and existence of related party transactions demonstrates a meticulous attention to detail. This rigorous approach not only satisfies the requirements of the Companies Act, 2013, but also instills confidence in the accuracy and transparency of the financial statements.
3. Litigations, provisions and contingencies
	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:
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. A disclosure 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 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 judgments and estimates in relation to the exposure arising out of litigations. The key judgment lies in the estimation of provisions where they may differ from the future obligations.	1. We tested the effectiveness of key controls around the recording and assessment of litigations, provisions and contingent liabilities.
	2. We used subject matter experts, wherever required to assess the value of the provisions and contingent liabilities in light of the nature of the exposures, applicable regulations and related correspondences with the authorities.
	3. Obtained Company \u2019 s assessment of the open cases and compared the same to the assessment of subject matter experts, wherever necessary, to assess the reasonableness of the provision or contingency.
	4. Considered the adequacy of the Company \u2019 s disclosures made in relation to related provisions and contingencies in the financial statements.
4. Compliance with Objects Clause of Memorandum of Association Business in Cattle Feed and Oil Products
	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:
During the financial year 2025-26, it was observed that the Company has engaged in business activities relating to cattle feed and oil products, in addition to its existing line of business. The existing Object Clause of the Memorandum of Association (MOA) of the Company contains broad provisions relating to food and allied products; however, the activities pertaining to business in cattle feed and oil products are neither specifically defined nor expressly covered under the existing Objects Clause of the MOA / Articles of Association (AOA) of the Company. We have identified this as a	1. We obtained and reviewed the existing Memorandum of Association and Articles of Association of the Company to understand the scope of the Objects Clause and assess whether the business activities in cattle feed and oil products can be construed as falling within the ambit of the stated main objects or incidental / ancillary objects of the Company.
	2. We examined the nature, volume and financial materiality of the transactions undertaken by the Company relating to cattle feed and oil products during the year, including review of relevant purchase and sales invoices, ledger accounts and supporting documentation.
Key Audit Matter in view of the potential legal and regulatory implications arising from undertaking business activities that may fall outside the expressly stated objects of the Company, as required under Section 4 and Section 13 of the Companies Act, 2013. The matter involves significant management judgment in assessing whether the said business activities can be construed as being incidental or ancillary to the main objects of the Company, and whether any amendment to the MOA is necessitated. The matter also carries implications with respect to the legality and enforceability of contracts entered into by the Company in furtherance of such activities, and any consequential regulatory or legal exposure arising there from.	3. We obtained managements written representation and assessment regarding the legal permissibility of undertaking the said Business activities under the existing MOA, including any legal opinion obtained by the Company in this regard.
	4. We assessed whether the Board of Directors had deliberated upon the matter and whether any steps have been initiated by the Company for alteration of the Object Clause of the MOA under Section 13 of the Companies Act, 2013, to specifically include the said business activities.
	5. We evaluated the adequacy and completeness of disclosures made by the management in the financial statements and the Boards Report in relation to the said activities and associated risks, including any contingent liability or regulatory exposure arising there from. 6. We communicated the matter to the Those Charged with Governance (TCWG) in accordance with SA 260, highlighting the need for appropriate corrective action.

Information other than the financial statements and auditors report thereon

The Company s board of directors is responsible for the preparation of the other information. The other information comprises the information included in the Director s Report and Corporate Governance Compliances but does not include the financial statements and our auditor s 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.

In 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 inconsistent with the 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.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ( the Act ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company s ability to continue as a going concern, disclosing, as applicable, matters related to going concern 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.

That Board of Directors are also responsible for overseeing the Company s financial reporting process.

Auditor s Responsibilities for the Audit of the 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 auditor s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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 financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

Conclude on the appropriateness of management s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the 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 communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor s Report) Order, 2020 ( the Order ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure B , 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 and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015.

e) On the basis of the written representations received from the directors as on 31st March, 2026taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 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 with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A .

g) With respect to the matter to be included in the Auditor s Report under section

197(16), In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197(16) which are required to be commented upon by us. h) With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed pending litigations and the impact on its financial position - refer note 8 to the Standalone Financial Statements. ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. iii. There were no amounts, which were required to be transferred to the

Investor Education and Protection Fund by the Company.

iv. (a) The management has represented that, to the best of it s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities ( Intermediaries ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ( Ultimate Beneficiaries ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented, that, to the best of it s knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities ( Funding Parties ), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ( Ultimate Beneficiaries ) or provide any guarantee, security or the like on behalf of the

Ultimate Beneficiaries; and

(c) Based on such audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. i. The company has not proposed any Final dividend during the year.

ii. The company has not proposed any interim dividend during the year.

iii. The board of directors of the company has not proposed any final dividend which requires approval of member at the ensuing annual general meeting.

vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company w.e.f. April 1, 2023,the Company has used accounting software Tally Prime System for maintaining its books of account which has a feature of recording audit trail facility. The feature of recording of audit trail was enabled by the company from 31st October 2022 and the same has been operated thereafter for all transactions recorded in the software and the audit trail feature has not been tampered with and the audit trail has been preserved by the Company as per thestatutory requirements for record retention.

	For, Jain Chowdhary	& Co.
	Chartered Accountants
	FRN: 0113267W
Place: - Jaipur	CA Yogendra Kumar Lokanda
Date: - 18.05.2026	(Partner )
UDIN:26416484QVPFXH9108	Membership No:416484

We have audited the internal financial controls over financial reporting of M/s Jhandewalas Foods Limited ( the Company ) as of March 31, 2026 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management s Responsibility for Internal Financial Controls

The Company s management is 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. 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 company s 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, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 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 auditor s judgement, including the assessment of the risks of material misstatement of the 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 Company s internal financial controls 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 authorizations of management and directors of the company; and 3. provide reasonable assurance regarding prevention or timely detection of unauthorized 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 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, 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, 2026, 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.

For, Jain Chowdhary & Co. Chartered Accountants FRN: 0113267W

Place: - Jaipur	CA Yogendra Kumar Lokanda
Date: - 18.05.2026	(Partner )
UDIN:26416484QVPFXH9108	Membership No:416484

(i) In respect of the Company s Property, Plant and Equipment and Intangible assets

(a) (A)The company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment;

(B)The company has maintained proper records showing full particulars of intangible assets;

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Property, Plant and Equipment have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) As per the information and explanations given to us and based on our verification of records, we report that the title deeds of certain immovable properties, forming part of the Company s fixed assets and aggregating to 5,76,41,500/-, are not held in the name of the Company as at the balance sheet date. We further note that the said properties have been recognized as fixed assets pursuant to:

(i) an agreement for transfer of properties executed against the settlement of receivables from related parties amounting to 6,31,16,500/-, and

(ii) an arbitration agreement dated 26th December 2020, involving a consideration of 73,36,000/-. While the Company has accounted for these immovable properties as part of its fixed assets, the formal registration of title deeds in the name of the Company is pending as on the date of the audit. Consequently, the legal ownership of these assets remains subject to completion of the necessary transfer formalities. Details of the immovable properties are as follows:-

Description of property	Gross carrying value	Held in the Name of	Whether promoter, director or their relative or employee	Period held indicate range, where appropriate	Reason for not being held in name of company*
Residential House at	1,28,97,000/-	Raakesh	Director	2019-20	Registry
143, Kailashpuri, Tonk		B Kulwal			Not Done

Road, Jaipur
Land at Govindgarh , Chomu, Sikar Road	3,74,08,500/-	Renu Koolwal	Director \u2019 s Wife	2019-20	Registry Not Done
Plot No 73, Sindhu Nagar, NH-11, Sikar Road, Jaipur	73,36,000/-	Bhanwar Lal Koolwal	Director \u2019 s Father	2020-21	Registry Not Done

(d) According to the information and explanations given to us and based on our examination of the records of the Company, the company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets during the year.

(e) As per management representation and according to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions(Prohibition)Act,1988(45of1988)andrulesmadethereunder.

(f) As explained to us & on the basis of the records examined by us, in our opinion, physicalverificationofinventoryhasbeenconductedatreasonableintervals bythemanagement. In our opinion, the coverage and procedure of such verification by the management is appropriate. No discrepancy of 10% or more in the aggregate for each class of inventory was noticed on physical verification of stocks by the management as compared to book records.

(ii) According to the information and explanations given to us and based on our examination of the records of the company, the company has not made investments in nor 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 parties during the year. Accordingly reporting for provisions of clause 3(iii)(a), 3(iii)(b), 3(iii)(c), 3(iii)(d), 3(iii)(e) and 3(iii)(f) of the Order are not applicable to the Company.

(iv)

(a) The Company has not provided any loans or advances to parties covered under Section 185 of the Companies Act, 2013 during the year. Accordingly, the Company is in full compliance with the said Section.

(b) The Company has not provided any guarantees or security during the year covered under Section 186 of the Companies Act, 2013. However, the Company has made investments and granted loans in compliance with the provisions of Section 186, except as noted in (a) above where the loans given to related parties fall under Section 185.

(v) The company has not accepted any deposits or amounts, which deemed to be deposits covered under sections 73 to 76 of the Companies Act, 2013. Accordingly, clause 3(v) of the Order is not applicable.

(vi) As per information & explanation given by the management, maintenance of cost records has not been specified by the CentralGovernmentundersub-section(1)ofsection148oftheCompaniesAct.

(vii) (a) According to the information and explanations given to us and based on our examination of the records of the company, the company is regular in depositing undisputed statutory dues including Goods and Services Tax, provident fund, employees state insurance, income-tax,sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities. According to the information and explanation given to us there were no outstanding statutory dues as on 31st of March, 2026 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the company, there is no statutory dues referred to in sub-clause (a) that have not been deposited on account of any dispute except following :

S. No.	Nature of The Statue	Nature of Dues	Amount in lakhs	Period to which the Amount relates	Forum where dispute is pending
1.	Income Tax Act 1961	Demand	2.77	2016-17	Assessing Officer
2.	GST	Interest demand on non reversal of ITC	65.40	2020-21	Assistant Commissioner

(viii) According to the information and explanations given to us and on the basis of our examination of the records of the company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the company, the company has defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender as detailed below:

Nature of borrowing, including debt securities	Name of lender	Amount not paid on due date	Whether principal or interest	No. of Remarks, if days any delay or unpaid
Term Loan	Axis Bank Limited	4,52,98,214/-	Both but final Amount due is not quantified in the absence of Bank Statement	More than Legal Dispute 5 Years
Business Term Loan	ACME Resources Limited	1,68,38,542/-	Both but final Amount due is not quantified in the absence of Bank Statement	More than Legal Dispute 4 Years

(b) As per representation received from the management, the company has not been declared a willful defaulter by any bank or financial institution or other lender;

(c) According to the information and explanations given to us by the management, the Company has not obtained any term loans during the year. Accordingly, clause 3(ix)(c) of the Order is not applicable.

(d) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long term purposes by the company.

(e) In our opinion and according to the information and explanations given by the management, the company has not taken any funds from any entity during the year or person on-account of or to meet the obligations of its subsidiaries, associates or joint ventures. Accordingly, clause 3(ix)(e) is not applicable.

(f) In our opinion and according to the information and explanations given by the management, the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies. Accordingly, clause 3(ix)(f) is not applicable.

(x) (a) Based company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, clause 3(x)(a) of the Order is not applicable.

(b) During the financial year 2024-25, the Company had issued 29,50,000 Convertible Warrants at an issue price of 71/- per warrant (face value 10/-, premium 61/-) on a preferential basis, pursuant to the Special Resolution passed by the Members at the Extra Ordinary General Meeting held on 26th April 2024, in accordance with the provisions of Sections 23, 42 and 62(1)(c) of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. An amount equivalent to

25% of the Warrant Price (i.e., 17.75/- per warrant) aggregating to

5,23,62,500/- was received from the Warrant holders during FY 2024-25 and was shown as Money Received Against Share Warrants under Other Equity. During the financial year 2025-26, the Company received the balance 75% consideration aggregating to 10,62,18,500/- from certain warrant holders. However, the amount so received was less than the total amount due, as some of the proposed allottees did not remit the full balance consideration. Accordingly, the Company allotted equity shares on a pro-rata basis to the warrant holders who had paid, as per the directions of BSE Limited. Pursuant to the aforesaid exercise of warrants, the Company allotted 19,94,712 fully paid-up equity shares of 10/- each bearing distinctive numbers from 13260359 to 15255070. The total consideration received against the preferential warrants aggregated to 15,85,81,000/-. Out of this, 1,99,47,120/- (19,94,712 shares Rs 10/-) was credited to the Share Capital account, 12,16,77,432/- (19,94,712 shares Rs 61/-) was credited to the Securities Premium Account, and 1,69,56,448/-, being the amount forfeited on account of lapse of warrants where consideration was not fully received, was transferred to Capital Reserve.

BSE Listing and Trading Approval:

In respect of the aforesaid allotment, BSE Limited vide its Letter No. LOD/PREF/PB/FIP/1702/2025-26 dated 13th February 2026 granted its

Listing Approval for the 19,94,712 equity shares of 10/- each issued at a premium of 61/- per share on a preferential basis pursuant to conversion of warrants. Subsequently, BSE Limited vide its Letter No. LOD/PREF/SV/242/2025-2026 dated 16th March 2026 granted Trading Approval for the aforesaid shares, effective from 17th March 2026, whereby the said equity shares were listed and admitted to trading on the BSE SME Platform.

Non-filing of Form PAS-3 Pending Compliance:

It is brought to the attention of the Members that the Company has not filed Form PAS-3 (Return of Allotment) with the Registrar of Companies, Rajasthan, in respect of the aforesaid allotment of 19,94,712 equity shares, as required under Section 39(4) of the Companies Act, 2013 read with Rule 12 of the Companies (Prospectus and Allotment of Securities) Rules, 2014, within the prescribed time limit of 15 days from the date of allotment.

The non-filing of Form PAS-3 is attributable to the fact that the status of the Company as reflected on the Ministry of Corporate Affairs (MCA) portal is Under Corporate Insolvency Resolution Process (CIRP), which has imposed certain operational and procedural restrictions on the Companys ability to file forms and make regulatory compliances through the MCA portal. However, it is pertinent to note that the Company / concerned stakeholders have preferred an Appeal before the Honble National Company Law Appellate Tribunal (NCLAT) against the Order of the Honble NCLT admitting the insolvency petition, and the Honble NCLAT has granted a Stay on the said NCLT Order, which is presently operative and pending final adjudication.

Notwithstanding the aforesaid, the BSE Limited has, on the basis of the documents and confirmations submitted by the Company, granted both Listing Approval and Trading Approval for the shares so allotted, as mentioned above. The Management of the Company has represented that steps are being taken to file Form PAS-3 with the Registrar of Companies at the earliest, upon resolution of the procedural constraints arising from the CIRP status reflected on the MCA portal, and in any event, as soon as practicable.

The auditors draw attention to the fact that non-filing of Form PAS-3 within the prescribed period constitutes a technical non-compliance under the Companies Act, 2013, and the Company is advised to regularize this filing at the earliest to avoid any consequential regulatory action.Based on the audit procedures performed and according to the information and explanations provided to us, we report that: ? The Company has complied with the provisions of Section 42 and Section 62 of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 (Other than specified above).

Accordingly, to the extent indicated above, there has been a non-compliance with the provisions of the Companies Act, 2013, in relation to utilization of funds and connected party transactions.

(xi) (a) Based on examination of the books and records of the Company and according to the information and explanations given to us, no fraud, by the company or any fraud on the company, has been noticed or reported during the course of audit

(b) According to the information and explanations given to us, no report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form 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 by the management, no whistle-blower complaints had been received by the company.

(xii) The company is not a Nidhi Company. Accordingly, clause 3(xii)(a), 3(xii)(b) and 3(xii)(c) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, where applicable and the details have been disclosed in the financial statements, as required by the applicable accounting standards (Ind AS);

(xiv) (a) Yes 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.

(xv) In our opinion and according to the information and explanations given to us, the company has not entered into any non-cash transactions during the financial year with directors or persons connected with him and hence, provisions of Section 192 of the Companies Act, 2013 are not applicable to the Company.

(xvi) (a) In our Opinion and based on our examination, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934). Accordingly, clause 3(xvi)(a) of the Order is not applicable.

(b) In our Opinion and based on our examination, the Company has not conducted any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable. ,

(c) In our Opinion and based on our examination, the Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.

(d) According to the information and explanations given by the management, the Group does not have more than one CIC as part of the Group.

(xvii) Based on our examination, the company has incurred cash losses from of Rs. Nil in the current financial year and Rs. Nil in the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable.

(xix) According to the information and explanations given to us and on the basis of improvement during the year, in the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date except for the dues as referred in the basis of qualification para of our main report,

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 falling 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) Based on our examination, the provision of section 135 are not applicable on the company. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

(xxi) The company is not required to prepare Consolidate financial statement hence reporting under this clause is not applicable.

For, Jain Chowdhary & Co. Chartered Accountants FRN: 0113267W

Yogendra Kumar Lokanda (Partner )

Membership No: 416484

Place: - Jaipur Date: - 18.05.2026

UDIN: 26416484QVPFXH9108