Shah Metacorp Ltd Auditor Reports

To the Members of Shah Metacorp Limited

(Formerly known as Gyscoal Alloys Limited)

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the Standalone financial statements of Shah Metacorp Limited ("the Company") which comprise the Standalone Balance Sheet as at March 31, 2024, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows for the year then ended, and notes to the Standalone financial statements including a summary of material 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 section of our report, the aforesaid Annual Financial Results:

a) is presented in accordance with the requirements of Listing Regulations in this regard; and

b) gives a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India, of the net profit and other comprehensive income and other financial information for the year ended 31st March, 2024.

Basis for Qualified Opinion

The company has entered into a One Time Settlement ("OTS") with M.s Omkara Asset Reconstruction Private Limited ("Omkara ARC") vide letter dated 20.05.2022 for the settlement of dues of UCO Bank. As per the terms of the OTS, the entire dues of Rs. 1,775 Lakhs were to be paid by 25.09.2022. The company has defaulted in payment of OTS and as per the terms of OTS, the company is liable to pay default interest @24% per annum compounded monthly along with penal interest @2%. The company has not provided for this interest on default in payment of OTS and to that extent outstanding loan liability is understated and net profit is overstated by Rs. 594.91 Lakhs.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in 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 thereunder, and 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 opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to the following matters in the notes to the Standalone Financial Statements:

a) Note no. 21.3 to the financial statements in relation to the write off of sundry creditors balances amounting to Rs. 297.10 lakhs.

b) Note no. 38 to the financial statements in relation to issue of 8,67,00,000 equity shares on a preferential basis at Rs. 3.24 per share during the year and out of which 2,02,00,000 equity shares were issued to promoters against the loan of Rs. 654.48 lakhs.

c) Note no. 38.1 to the financial statements in relation to issue of 2,28,00,000 share warrants convertible into equity shares on a preferential basis at Rs. 3.24 per share and out of which 2,60,000 share warrants were converted into equity shares during the year.

d) Note no. 38.2 to the financial statements in relation to the amendment in the object clause of the company to include the trade of agro products, chemicals and fertilizers. The company has traded into agricultural products amounting to Rs. 2,062.80 lakhs in the current financial year.

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. In addition to the matters described in the Basis for Qualified Opinion section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matters	How the matter was addressed in our audit
I. Revenue Recognition	Our audit procedure included following:
As required by Ind AS 115 Revenue from sale of goods is recognized when the control of the goods has transferred to the customer and when there are no longer any unfulfilled obligations to the customer. Revenue is adjusted for estimated sales returns, discounts and other similar allowances	Understanding the process followed by the management for the purpose of identifying and determining the amount of provision of sales returns.
Sales returnestimation	Evaluating the data used by the management for the purpose of calculation of the provision for sales returns and checking of its arithmetical accuracy.
As disclosed in Note 3.1 to the financial statements, revenue is recognised net of estimated sales returns. Estimation of sales returns involves significant judgement and estimates since it is dependent on various internal and external factors. Estimation of sales return amount together with the level of judgement involved make its accounting treatment a significant matter for our audit.	Comparison between the estimate of the provision for sales returns created in the past with subsequent actual sales returns and analysis of the nature of any deviations to corroborate the effectiveness of the management estimation process -
	- Considering the appropriateness of the Companys accounting policies regarding revenue recognition as they relate to accounting for rebates and scheme allowances.
	Testing the Companys process and controls over the calculation of discounts, rebates and customer incentives.
	Selecting a sample on test check basis of revenue transactions and scheme circular to re-check that scheme allowance as at year end were calculated in accordance with the eligibility criteria mentioned in the relevant circulars.
	Selecting a sample (using statistical sampling) of credit note issued to the customers during the year and verifying the same is in accordance with the scheme.
	Evaluating the assumptions and judgements used by the Company in calculating rebates and schemes allowances, including the level of expected claims, by comparing historical trends of claims.
II. The company has material uncertain tax positions including matters under dispute relating to direct tax and indirect tax which involves significant judgment to determine the possible outcome of disputes.	Our audit procedure included following:
Assessment of contingent liabilities disclosure requires Management to make judgments and estimates in relation to the issues and exposures. Whether the liability is Inherently uncertain, the amounts involved are potentially significant and the application of accounting standards to determine the amount, if any, to be provided as liability, is inherently subjective.	We tested the effectiveness of controls around the recording and re-assessment of contingent liabilities.
	Obtained details of completed tax assessments and demands for the year ended March 31, 2024 from management.
	We used our subject matter experts to assess the value of material contingent liabilities in light of the nature of exposures, applicable regulations and related correspondence with the authorities.
	We discussed the status and potential exposures in respect of significant litigation and claims with the Companys Management including their views on the likely outcome of each litigations, claims and the magnitude of potential exposure and sighted any relevant opinions given by the Companys advisors.
	We assessed the adequacy of disclosures made.
	We discussed the status in respect of significant provisions with the Companys Management.
	We performed retrospective review of managements judgements relating to accounting estimate including in the financial statement of prior year and compared with the outcome.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the financial statements and our auditors report thereon. The above-mentioned reports comprising of other information are expected to be made available to us after the date of this auditors report.

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 identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the above-mentioned reports comprising other information and if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and describe actions applicable in the applicable laws and regulations.

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

The Companys Management is responsible for the matters stated in section 134(5) the Act with respect to the preparation of these Ind AS Standalone Financial Statements that give a true and fair view of the financial position, financial performance, cash flows and changes in equity statement of the Company in accordance with the Accounting principles generally accepted in India, including the Accountant Standards (Ind AS) referred to in section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015 (as amended). This responsibility 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 judgements and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate internal financial control that we are operating effectively for ensuring the accuracy and completeness of accounting records relevant to the preparation and presentation of the Ind AS 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 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 concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

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 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 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.

• 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 Standalone 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 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 with reference to Standalone financial statements 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 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 Act, we give in the "Annexure-A" statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a) We have sought and except for the matters described in the Basis for Qualified opinion, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) Except for the possible effects of the matter described in the Basis for Qualified opinion paragraph above and for the matters stated in paragraph 2(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014. 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 Standalone Balance Sheet, Standalone Statement of Profit and Loss (including other comprehensive income), Standalone Cash Flow Statement and Standalone Statement of Change in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Standalone Ind AS financial statements comply with the Accounting Standards (Ind AS) referred to in section 133 of the Companies Act, 2013 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, 2024, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024, from being appointed as a director in terms of section 164(2) of the Companies Act, 2013.

f) With respect to the adequacy of the internal finance controls with reference to Standalone financial statements of the Company and the operating effectiveness of such control, refer to our separate Report in "Annexure-B". Our report expresses qualified opinion on the adequacy and operating effectiveness of the Companys internal financial controls with reference to financial statements.

g) The Modification relating to the maintenance of accounts & other matters connected therewith, are stated in Basis of Qualified Opinion paragraph and also stated in paragraph 2(b) above on reporting under section 143(3)(6) of the act, and also stated at paragraph 2(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit & Auditors) Rules 2014, as amended in our opinion and to the best of our information and according to explanations given to us by the management, the requirements of the same are duly complied with as under:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements by way of disclosure in Note no. 21.2 to the financial statements.

ii. Provision has been made in the Ind AS financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on longterm contracts including derivative contracts.

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 its knowledge and belief, as disclosed in the note no. 44 to the accounts, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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, as disclosed in the note no. 45 to accounts, no funds (which are material either individually or in the aggregate) 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, 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.

c. Based on the audit procedures that has 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. The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year.

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility however, the same has not been enabled for the period from 1^st April, 2023 to 05^th April, 2023. We did not come across any instance of audit trail feature being tampered with from the date of its maintenance.

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

3. With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended,

In our opinion and according to the information and explanations given to us, the remuneration paid during the current year by the company to its directors is in accordance with the provisions of section 197 of the Act. The remuneration paid to any director by the company is not in excess of the limit laid down under section 197 of the Act.

	For Ashok Dhariwal & Co.
	Chartered Accountants
	(Registration No. 100648W)
	SD/-
	CA Ashok Dhariwal
Place: Ahmedabad	Partner
Date: 21.05.2024	Membership No. 036452
	UDIN: 24036452BKCJKX4901

Annexure "A" to Independent Auditors Report

Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date

In terms of the information and explanations sought by us and given by the company and the books and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: -

(i) In respect of its Property, Plant & Equipment & Intangible Assets:

a. (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of the Property, Plant & Equipment.

(B) The Company has maintained proper records showing full particulars of intangible assets.

b. The Property, Plant and Equipment are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the Property, Plant and Equipment has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

c. The title deeds of immoveable properties (other than those that have been taken on lease and the lease agreements are duly executed in favour of the Company) are held in the name of the company as at the balance sheet date.

d. The Company has not revalued any of its Property, Plant & Equipment (including right of use of assets) and Intangible Assets during the year.

e. No proceedings have been initiated during the year or are pending against the Company as at 31st March, 2024 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

(ii) In respect of its inventories:

a. As explained to us, the inventory has been physically verified at reasonable intervals during the year by the management. In our opinion, the frequency of verification is reasonable. No discrepancies of 10% or more in the aggregate for each class of inventories were noticed on such physical verification of inventories when compared with books of account. The discrepancies have been properly dealt with in the books of accounts.

b. According to the information and explanations given to us, the Company has not been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, at any point of time during the year, from banks or financial institutions on the basis of security of current assets. Accordingly, this clause is not applicable.

(iii) According to the information and explanations given to us, the Company has not made any investments in, provided any guarantee or security, granted any loans or advances, secured or unsecured to any Companies, Firms, Limited Liability Partnerships or other parties during the year. Accordingly, the provisions of clause (iii) of paragraph 3 of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has not advanced any loans to persons covered under the provisions of section 185 or granted securities under section 186 of the Act. Hence reporting under clause (iv) of the Order is not applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit or amounts which are deemed to be deposits from the public during the year. Therefore, the provisions of Clause (v) of paragraph 3 of the Order are not applicable to the Company. No order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal.

(vi) As explained to us, the Central Government of India has not specified the maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the products of the Company. Therefore, the provisions of Clause (vi) of paragraph 3 of the order are not applicable to the Company.

(vii) According to the information and explanations given to us in respect of statutory dues:

a. 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 applicable to the company have not been regularly deposited by it to the appropriate authorities & there have been delays in a number of cases given below:

Name of the Statute	Nature of Dues	Amount (Rs.)	Period to which the amount relates	Due date	Date of payment
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	1,31,497	Oct19	15.11.2019	Paid o n 04.05.2023 Amount Rs. 28,398
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	1,28,368	Nov19	15.12.2019	Paid on 27.05.2023 Amount Rs. 28,233
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	1,35,704	Dec19	15.01.2020	Paid on 2 7.05.2023 Amount Rs. 28,345
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	1,42,603	Jan20	15.02.2020	Paid on 27.06.2023 Amount Rs. 28,608
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	1,41,970	Feb20	15.03.2020	Paid on 27.06.2023 Amount Rs. 22,891
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	1,13,484	Mar20	15.04.2020	Paid on 2 7.06.2023 Amount Rs. 23,087
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	75,035	Oct20	15.11.2020	Paid on 20.11.2023 Amount Rs. 2,450
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	85,121	Nov20	15.12.2020	Paid on 20.11.2023 Amount Rs. 2,450
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	85,678	Dec20	15.01.2021	Paid on 20.11.2023 Amount Rs. 2,950
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	75,830	Jan21	15.02.2021	Not paid till date
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	73,308	Feb21	15.03.2021	Not paid till date
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	68,556	Mar21	15.04.2021	Not paid till date
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	66,504	Apr21	15.05.2021	Not paid till date
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	54,788	May21	15.06.2021	Not paid till date
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	59,976	Jun21	15.07.2021	Not paid till date
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	59,600	Jul21	15.08.2021	Not paid till date
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	63,300	Aug21	15.09.2021	Not paid till date
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	65,578	Sep21	15.10.2021	Not paid till date
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	65,800	Oct21	15.11.2021	Not paid till date
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	54,375	Nov21	15.12.2021	Not paid till date
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	5,135	Apr22	15.05.2022	Not paid till date
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	4,279	May22	15.06.2022	Not paid till date
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	4,279	Jun22	15.07.2022	Not paid till date
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	16,090	Jul22	15.08.2022	Not paid till date
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	14,446	Aug22	15.09.2022	Not paid till date
The Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund Payable	13,229	Mar23	15.04.2023	Paid on 04.05.2023 Amount Rs. 13,229

b. Details of Statutory dues referred to in sub-clause (a) which have not been deposited as on 31st March, 2024 on account of disputes are given below:

Name of the Statute	Nature of Dues	Net amount (Rs. In Lakhs)	Amount paid under Protest	Period to which the Amount Relates	Forum where dispute is pending
The Central Sales Tax, 1956	Central Sales Tax, interest and penalty	49.48	NIL	2006-07
The Gujarat value added tax, 2003	Value added tax and interest	4.73	NIL	2006-07
The Central Sales Tax, 1956	Central Sales Tax, interest and penalty	37.47	NIL	2007-08
The Gujarat value added tax, 2003	Value added tax and interest	324.04	NIL	2007-08
The Central Sales Tax, 1956	Central Sales Tax, interest and penalty	1.71	NIL	2008-09
The Gujarat value added tax, 2003	Value added tax and interest	1070.84	NIL	2008-09
The Gujarat value added tax, 2003	Value added tax and interest	2505.25	NIL	2009-10	Gujarat Value Added Tax Tribunal, Ahmedabad
The Central Sales Tax, 1956	Central Sales Tax, interest and penalty	2.45	NIL	2009-10
The Gujarat value added tax, 2003	Value added tax and interest	2794.09	NIL	2010-11
The Central Sales Tax, 1956	Central Sales Tax, interest and penalty	6.77	NIL	2010-11
The Gujarat value added tax, 2003	Value added tax and interest	1520.74	NIL	2011-12
The Central Sales Tax, 1956	Central Sales Tax, interest and penalty	17.12	NIL	2011-12
The Gujarat value added tax, 2003	Value added tax and interest	1580.40	NIL	2013-13
The Central Sales Tax, 1956	Central Sales Tax, interest and penalty	4.32	NIL	2013-13
The Gujarat value added tax, 2003	Value added tax and interest	1684.12	NIL	2013-14
The Central Sales Tax, 1956	Central Sales Tax, interest and penalty	4.40	NIL	2013-14
The Gujarat value added tax, 2003	Value added tax and interest	2240.04	NIL	2014-15
The Gujarat value added tax, 2003	Value added tax and interest	1565.81	NIL	2015-16
The Central Sales Tax, 1956	Central Sales Tax, interest and penalty	340.17	NIL	2016-17
The Gujarat value added tax, 2003	Value added tax and interest	791.63	NIL	2017-18	Gujarat value Added Tax DC- 1, Ahmedabad
The Central Sales Tax, 1956	Central Sales Tax, interest and penalty	5.93	NIL	2017-18
Total		16551.51
The Income Tax Act, 1961	Income tax, interest	76.47	NIL	2011-12	CIT(Appeal), Ahmedabad
The Income Tax Act, 1961	Income tax, interest	70.45	NIL	2014-15	CIT(Appeal), Ahmedabad
The Income Tax Act, 1961	Income tax, interest	56.90	NIL	2016-17	CIT(Appeal), Ahmedabad
Total		203.82
Grand Total		16403.40

(viii) There were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961) during the year.

(ix) a. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has defaulted in repayment of loans or other borrowings, which is as follows:

Nature of borrowing, including debt securities	Name of lender	Amount not paid on due date (Rs. In lakhs)	Whether principal or interest (Rs. In Lakhs)	No. of days delay or unpaid	Remarks, if any
Cash Credit	Omkara Assets Reconstruction Private Limited (erstwhile UCO Bank, Ashram Road, Ahmedabad)	4,516.61	Principal - 2,948.69 Interest - 1,567.92	Unpaid, since May16	The outstanding debts of UCO Bank have been assigned to M.s Omkara Assets Reconstruction Private Limited ("Omkara ARC") on 13.10.2017 and necessary charge has been created at ROC in the favour of Omkara ARC on 23.07.2021. The company has repaid the outstanding debts on 30.03.2024 and paid the remaining amount on 26.04.2024.
Cash Credit		155.58	Principal - 101.2 Interest - 54.38	Unpaid, since May16

According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company did not have any loans or borrowings from any other lender during the year.

b. The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

c. The Company has not taken any term loan during the year and there are no unutilised term loans at the beginning of the year and hence, reporting under clause (ix) (c) of the Order is not applicable.

d. On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.

e. On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, an associate or a joint venture.

f. The Company has not raised any loans during the year and hence reporting on clause (ix)(f) of the Order is not applicable.

(x) a. The company has not raised moneys by way of initial public offer or further public offer (including debt instrument). Hence reporting under clause (x)(a) of the Order is not applicable.

b. During the year the Company has made preferential allotment of shares during the year and the requirements of section 62 of the Companies Act, 2013 have been complied with and the funds raised have been used for the purposes for which the funds were raised.

(xi) a. To the best of our knowledge 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 our audit that causes the financial statements to be materially misstated.

b. To the best of our knowledge, no report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.

c. As represented by the Management, there was no whistle blower complaints received by the Company during the year (and up to the date of this audit report).

(xii) The company is not a Nidhi Company hence the provisions of clause (xii) of paragraph 3 of the Order are not applicable to the Company.

(xiii) Based upon the audit procedures performed and according to the information and explanations given to us, all transactions with related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the financial statements as required by the applicable Indian Accounting Standards (Ind AS) 24, Related Party Disclosures specified under section 133 of the Act.

(xiv) a. In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of the entity.

b. We have considered, the internal audit reports issued to the Company during the year and covering the period up to March, 2024.

(xv) The company has not entered into any non-cash transactions with directors or persons connected with him. Hence, the provisions of clause (xv) of paragraph 3 of the Order are not applicable to the Company.

(xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause (xvi)(a), (b) and (c) of the order is not applicable.

(xvii) The Company has not incurred cash loss during the financial year covered by our audit nor in the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors of the Company during the year.

(xix) 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 (Asset Liability Maturity (ALM) pattern), other information accompanying the financial statements and 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 the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.

(xx) The Company was not having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year and hence, provisions of Section 135 of the Act are not applicable to the Company during the year Accordingly, reporting under clause 3(xx) of the Order is not applicable for the year.

	For Ashok Dhariwal & Co.
	Chartered Accountants
	(Registration No. 100648W)
	(CA Ashok Dhariwal)
	Partner
Place: Ahmedabad	Membership No. 036452
Date: 21.05.2024	UDIN: 24036452BKCJKX4901

Annexure - B to Independent Auditors Report

Referred to in paragraph 2(h) under Report on Other Legal and Regulatory Requirements of our report of even date

Report on the Internal Financial Controls with reference to Standalone financial statements under section 143(3)(i) of the Companies Act, 2013("the Act")

We have audited the internal financial controls with reference to Standalone financial statements of Shah Metacorp Limited ("the Company") as of March 31, 2024 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to Standalone financial statements 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 (the "Guidance Note"), 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 the 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 with reference to Financial Statement based on our audit. We conducted our audit in accordance with 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 and 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 with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain evidence about the adequacy of the internal financial controls system with reference to Standalone financial statement and their operating effectiveness. Our audit of internal financial controls with reference to financial statement included obtaining and understanding of internal financial statements, 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 judgement, including the assessment of the risks of material misstatement of the Ind AS 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 system with reference to financial statements.

Meaning of Internal Financial Controls with reference to Standalone Financial Statements

A Companys internal financial controls with reference to Standalone Financial Statement is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control with reference to financial statements includes those policies and procedures that,

(1) Pertain to the maintenance of records that, in reasonable details, 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 Standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorization 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 with reference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls with reference to Standalone Financial Statements, 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 with reference to Standalone financial statements to future periods are subject to the risk that the internal financial control with reference to Standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2024, 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 Ashok Dhariwal & Co.

Chartered Accountants

(Registration No. 100648W)

	(CA Ashok Dhariwal)
	Partner
Place: Ahmedabad	Membership No. 036452
Date: 21.05.2024	UDIN: 24036452BKCJKX4901

Statement on Impact of Audit Qualifications (for audit report with modified opinion) submitted along-with Annual Audited Financial Results -Standalone

Statement on Impact of Audit Qualifications for the Year ended March 31, 2024 [See Regulation 33 / 52 of the SEBI (LODR) (Amendment) Regulations, 2016]

(in Lakhs)

I Sr. No.	Particulars	Audited Figures (as reported before adjusting for qualifications)	Adjusted Figures (unaudited figures after adjusting for qualifications)
1	Turnover / Total income	9622.48	9622.48
2	Total Expenditure	9187.72	9782.63
3	Net Profit/(Loss)	434.76	(160.15)
4	Earnings Per Share	0.11	(0.04)
5	Any other financial item(s) (as felt appropriate by the management)	NA	NA

II Audit Qualification (each audit qualification separately):

a. Details of Audit Qualification:

1. The company had entered into a One Time Settlement ("OTS") with M/s Omkara Asset Reconstruction Private Limited ("Omkara ARC") vide letter dated 20.05.2022 for the settlement of dues of UCO Bank. As per the terms of the OTS, the entire dues of Rs. 1,775 Lakhs were to be paid by 25.09.2022. The company defaulted in payment of OTS and as per the terms of OTS, the company is liable to pay default interest @24% per annum compounded monthly along with penal interest @2%. Though the company has paid the outstanding dues of Rs.1,775 Lakhs in FY.2023-24, it has not provided for this interest on default in payment of OTS and to that extent outstanding loan liability is understated and net profit is overstated Rs. 594.91 Lakhs.

b. Type of Audit Qualification: Qualified Opinion / Disclaimer of Opinion / Adverse Opinion

c. Frequency of qualification: Whether appeared first time / repetitive / since how long Included since Audit Report for the quarter and year ended March 31, 2023.

d. For Audit Qualification(s) where the impact is quantified by the auditor, Managements Views:

1. NA

2. The company has paid the entire dues of Rs. 1,775 Lakhs in FY.2023-24. Interest will be paid as per mutual understanding of the company and M/s Omkara Asset Reconstruction Private Limited (ARC), in the FY. 2024-25.

e. For Audit Qualification(s) where the impact is not quantified by the auditor:

Not Applicable 1. NA

(ii) If management is unable to estimate the impact, reasons for the same:

1. NA

2. NA

(iii) Auditors Comments on (i) or (ii) above:

Audit qualification is self explanatory.

III Signatories:

For Ashok Dhariwal & Co.	Viral M Shah	Narendra Sharma
Chartered Accountants	CEO	CFO
(Registration No. 100648W)
Ashok Dhariwal		Laxmi Jaiswal
Statutory Auditor		Audit Committee Chairperson
Date: 21-05-2024
Place: Ahmedabad