PH Trading Ltd Auditor Reports

To

The Members of

M/s.Vega Jewellers Ltd (Formerly, PH Trading Limited)

Report on the Financial Statements Opinion

We have audited the accompanying financial statements of M/s. Vega Jewellers Ltd (Formerly, PH Trading Limited)(“the Company”), which comprise the Balance Sheet as on March 31, 2025, the Statement of Profit and Loss(Including the statement of other comprehensive income), Cash Flow statementand the statement of changes in Equity for the year then ended, and notes to the Financial Statements, including a summary of the materialaccounting policies and other explanatory information (hereinafter referred to as ‘‘the financial statements).

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 Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and fair view in conformity with the Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2025, its profitincluding other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the “Auditors Responsibilities for the Audit of the Financial Statements” section of our report. We are independent of theCompany in accordance with the “Code of Ethics” issued by The Institute of Chartered Accountants of India (“ICAI”)together with the ethical requirements that are relevant to our auditof the financial statements under the provisions of theAct, and the Rules thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Codeof Ethics. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinion onthe financial statements.

Key Audit Matters:

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Ind AS Financial Statements of the current period. These matters were addressed in the context of our audit of the Ind AS 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 that there are no key audit matters to communicate in our report.

Other Matter:

The financial statements of the Company for the year ended March 31, 2024 were audited by another auditor who expressed unmodified opinion on those financial statements vide their report dated 30th May 2024. Our opinion on the financial statements for the current year is not modified in respect of this matter.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Management and Board of Directors is responsible for the otherinformation. The other information comprises the informationincluded in the Boards Report including Annexures to Boards Report butdoes not include the financial statements and our auditorsreport thereon.

Our opinion on the financial statements does not coverthe other information and we do not express any form of assuranceconclusion 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 withthe financial statements or our knowledge obtained duringthe 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 toreport that fact. We have nothing to report in this regard.

Managements and Board of Directors Responsibilities for the Financial Statements

The Companys Management and Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation and presentation of these financial statementsthat give a trueand 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 accounting principles generallyaccepted in India, including the Indian accounting standards (Ind AS) specified underSection 133 ofthe Act read with (the companies (Indian Accounting standards) Rules, 2015. as amended.

This responsibility also includes maintenance of adequate accountingrecords in accordancewith the provisions of the Act for safeguardingthe assets of the Company and for preventingand detecting fraudsand other irregularities; selection and application of appropriateaccounting policies; making judgements and estimates that are reasonable and prudent; andthe design, implementation andmaintenance of adequate internal financial controls, that wereoperating effectively for ensuring the accuracy and completeness ofthe accounting records,relevant to the preparation and presentationof the financial statements that give atrue and fair viewand are free from material misstatement, whether due to fraud or error.In preparing the financial statements, Management and Board ofDirectors is responsible forassessing the Companys ability to continueas a going concern, disclosing, as applicable,matters related to going concern and using the going concern basis of accounting unless themanagement either intends to liquidate the Company or to ceaseoperations, or has no realisticalternative but to do so.

The company Management and Board of Directors is also responsible for overseeing the Companysfinancial reporting process.

Auditors Responsibilities for the Audit of the FinancialStatements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from materialmisstatement, whether due to fraud or error, andto issue an auditorsreport that includes our opinion. Reasonable assurance is a high level ofassurance, but is not a guarantee that an audit conducted inaccordance with SAs will alwaysdetect a material misstatement whenit exists. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably beexpectedto influence the economic decisions of users taken on thebasis 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 Act, we are also responsible for expressing our opinion on whether the company has adequate Internal Financial Controls with reference to Financial Statements in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of managements 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 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 Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those 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.

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 Act, 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 purpose of our audit;

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

c) The Balance Sheet, the Statement of Profit and Loss including the statement of other comprehensive income, the Cash Flow statement and statement of changes in equity dealt with by this Report are in agreement with the books of account;

d) In our opinion,theaforesaid Financial Statements comply with theInd AS specified under Section 133 of the Act, read with Companies (Indian Accounting standards) Rules, 2015, as amended;

e) on the basis of written representations received from the directors as on March 31,2025, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2025, 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 and the operating effectiveness of such controls, refer to our separate report in “Annexure B” to this report;

g) With respect to the other matters to be included in the Auditors in the Auditors report in accordance with the requirement of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to explanation given to us, remuneration paid or payable by the company to the directors during the year is in accordance with the section 197 of the Act read with Schedule V of the Act and the rules thereunder.

h) 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, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigation in its 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 thebest of its knowledge and belief, other than asdisclosed in the notes to the accounts, no fundshave been advanced or loaned or invested (eitherfrom borrowed funds or share premium or anyother sources or kind of funds) by the Companyto or in any other person(s) or entity(ies),including foreign entities (“Intermediaries”),with the understanding, whether recordedin writing or otherwise, that the Intermediaryshall,whether, directly or indirectly, lend orinvest in other persons or entities identified inany manner whatsoever by or onbehalf of theCompany (“Ultimate Beneficiaries”) or provideany guarantee, security or the like on behalf ofthe Ultimate Beneficiaries;

(b) The management has represented that, to the best of its knowledge and belief, no fundshave been received by the Company from anyperson(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 we 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. No dividend declaredduring the year bythe Company.

vi. Based on our examination which included test checks, The Company has maintained its books of account in accounting software which does not have an audit trail (edit log) feature as required under Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended.

ANNEXURE - A TO INDEPENDENT AUDITORS REPORT

Referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements of the Independent Auditors Report of even date to the members of Vega Jewellers Ltd (Formerly, PH Trading Limited) on the Financial Statements for the year ended March 31,2025.

i. The Company does not hold any Property plant and equipment and intangible assets as on 31.03.2025. Hencereporting under this clause(i) (a) to (e) is not applicable.

ii. (a) The inventory has been physically verified by the management during the year in ouropinion the frequency of such verification is reasonable, and procedures and coverage as followed by management were appropriate. There were no discrepancies of 10% or more in aggregate for each class of Inventory.

(b) According to the information and explanation given to us, the company has not been sanctioned working capital limit in excess of five crores rupees, in aggregate from bank or financial institutions on the basis of security of current assets, accordingly Paragraph (ii) (b) of the order is not applicable.

iii. (a) The Company has not made any investments, 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, and hence sub-clauses (a),(b),(c), (d), (e), (f) under clause (iii) of the Order are not applicable.

iv. According to the information and explanation given to us and on the basis of our examination of the records the Company has not given any loans, or provided any guarantee or security as specified under section 185 of the Companies Act, 2013 and the Company has not provided any guarantee or security as specified under section 186 of the Companies Act,2013.Accordingly, clause 3(iv) of the order is not applicable.

v. The Company has not accepted any deposits or amounts which are deemed to be deposits form the public. Accordingly, clause 3(v) of the order is not applicable.

vi. The maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013, for the business activities carried out by the Company. Hence reporting under paragraph 3 (vi) of the Order is not applicable.

vii. (a) Undisputed statutory dues, including Goods and Service tax, Provident Fund, Employees State Insurance, Income-tax, Sales Tax, duty of Customs, duty of Excise, Value Added Tax, Cess, and other material statutory dues applicable to the Company have been regularly deposited by it with the appropriate authorities in all cases during the year.

(b) There were no undisputed amounts payable in respect of Goods and Services tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess, and other material statutory dues in arrears as at 31st March 2025, for a period of more than six months from the date they became payable.

viii. According to the information and explanations give 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 give to us and on the basis of our examination of the records of the Company, The Company has not defaulted in repayment of loans or other borrowings to any lender or in the payment of interest thereon.

(b) According to the information and explanations give to us and on the basis of our examination of the records of the Company, the Company has not been declared a willful defaulter by any bank of financial institution or government of government authority.

(c) In our opinion and according to the information and explanations given to us by the management, the company has not been sanctioned any term loan or has been got disbursement during the financial year.

(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 purpose by the company.

(e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that the Company 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 as defined under the Act.

(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies (as defined under the Act).

x. (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). Accordingly, Clause 3(x) (a) of the order is not applicable.

(b) The Company has made preferential allotment of share warrants during the year pending for conversion as on 31-03-25, hence reporting under clause (x)(b) of the Order is not applicable to Company.

xi. (a) Based on examination of the books and records of the Company and according to the information and explanations given to us, Considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the course of the audit.

(b) According to the information and explanations given to us, no report under sub-section (12) of section 143 of the Company Act, 2013 has been filed by the secretarial auditors or by us 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 no whistle blower complaints received by the Company during the year.

xii. The Company is not a Nidhi company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(a), (b) and (c) of the Order is not applicable to the Company

xiii. In our opinion and according to the information and explanation given to us, the Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Indian Accounting Standard 24 “Related Party Disclosures” specified under Section 133 of the Act.

xiv. (a) Based on information and explanations provided to us and our audit procedures, in our opinion, 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 us, the Company has not entered in to any non-cash transactions with its directors or persons or persons connected to its directors and hence, provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

xvi. (a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, Clause 3(xvi) (a) of the order is not applicable.

(b) The Company has not conducted non-banking financial/housing finance activities during the year. Accordingly, Clause 3(xvi) (b) of the order is not applicable.

(c) 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 provided to us, the group(as defined in the Core Investment companies (Reserve Bank) Directions, 2016) has 3 (Three) Core Investment companies (“CICs”) (Including CICs exempt from registration) as a part of its group.

xvii. The Company has not incurred cash loss in the current year, Hence the reporting under this clause is not applicable

xviii. M/s. Salarpuria& Partners, the statutory auditors of the Company have resigned with effect from 13th November 2024. As informed, there have been no issues objections or concerns raised by the said outgoing auditors.

xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dated of realization of financial assets and payments 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, 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 the Company is not Capable of meeting its liabilities existing at the date of balance sheet date. We however, state that this is not an assurance as to the futures 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. In our opinion and according to the information and explanations given to us, Section 135 is not applicable to the company. Accordingly, Clause 3(xx) (a) and 3(xx) (b) of the order is not applicable.

ANNEXURE -B TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 2 (f) of Report on Other Legal and Regulatory Requirements of the Independent Auditors Report of even date to the members of Vega Jewellers Ltd (Formerly, PH Trading Limited) on the Financial Statements for the year ended March 31,2025.

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

Managements Responsibility for Internal Financial Controls

The Companys management and Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considered the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by ICAI and the Standards on Auditing, prescribed under section 143(10) of the act, to the extent applicable to an audit of internal financial controls, 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 auditors judgment, 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 Companys internal financial controls with reference to financial statements.

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 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 31 March 2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For Sagar and Associates

Chartered Accountants

FRN:003510S

Sd/-

A Manikanta Rayudu

M.No:243439

UDIN: 25243439BMIJKQ6703

Place: Hyderabad

Date:20-05-2025