To The Members, SHANTI GOLD INTERNATIONAL LIMITED
We have audited the accompanying financial statements of Shanti Gold International Limited (the Company ) which comprise the Balance sheet as at 31 March 2026, and the statement of profit and loss (including other comprehensive income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including 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, the aforesaid financial statements give the information required by the Companies Act, 2013 ( Act ) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended ( Ind AS ) and accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2026, and its profit and other comprehensive loss, changes in equity and its cash flows for the year ended on that date.
We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act. 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 (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial Statements of the current period. These matters were addressed in the context of our audit of the 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 Matters | How was the matter addressed in our audit |
| The Company has uncertain tax matters pending litigations under direct tax and various indirect tax laws. The litigation involves significant judgement to determine the possible outcome based on which accounting treatment is given to the disputed amount. | Our audit procedures included the following: Obtained details of uncertain tax position and gained understanding thereof; Obtained details of completed tax assessment and also demands raised; Read and analysed relevant communication with authorities; Considered the legal advice obtained by the management on possible outcome of the litigation; |
| These matters are considered to be key audit matter given the magnitude of potential outflow of economic resources and uncertainty of potential outcome. | Discussed with senior management and evaluated management \u2019 s assumptions regarding provision made; Assessed the disclosures made by the Company in accordance with the requirements of \u201d |
| Ind AS 37 - \u201c Provisions, Contingent Liabilities and Contingent Assets | |
| (Refer Note No 27 of financial statements for financial year 2025-2026) | |
| Inventory Existence and Valuation, in-cluding change in inventory cost formula from FIFO to Weighted Average Cost (WAC) | Our audit procedures included, among others: |
| Inventory represents a significant propor-tion of the Company \u2019 s total assets as at 31 MarcRs. 2026. The inventory primarily com-prises gold jewellery, the valuation of which involves consideration of purity, weight, making charges and assessment of net realisable value. Further, during the year, the Company changed its inventory cost formula from First-In, First- Out (FIFO) to Weighted Average Cost (WAC) and applied the change retrospectively. The change required significant management judgement in establishing that the revised cost formula provides more reliable and relevant information, recomputing inven-tory costs, assessing the impact on cost of goods sold and retained earnings, and en-suring appropriate financial statement dis-closures. Owing to the materiality of inven-tory, the complexity of the revised valua-tion methodology and the significant audit effort involved, we considered this to be a Key Audit Matter | Evaluated the appropriateness of the change in the inventory cost formula with reference to the applicable accounting standards. |
| Assessed management \u2019 s supporting the change rationale from FIFO to Weighted Average Cost. | |
| Tested the retrospective application of the revised cost formula and verified the mathematical accuracy of the recomputation on a sample basis. | |
| Evaluated the design and tested the operating effectiveness of key controls over inventory recording and valuation. Attended physical inventory counts at selected locations and performed independent test counts. | |
| Verified the purity, weight and quantity of selected inventory items with supporting records. | |
| Tested inventory valuation under the Weighted Average Cost method and verified the underlying cost computations. | |
| Assessed the reasonableness of the net realisable value by comparing inventory costs with subsequent selling prices and prevailing gold prices, where applicable. | |
| Evaluated the impact of the accounting policy change on inventory, cost of goods sold, retained earnings and deferred tax, where applicable. | |
| Assessed the adequacy and appropriateness of the disclosures relating to the change in accounting policy and inventory valuation in the financial statements. Our audit procedures included, among oth-ers: | |
| Revenue-Recognition | Obtained an understanding of the Compa-ny \u2019 s revenue recognition process and evalu-ated whether the accounting policy com-plies with the applicable financial reporting framework. |
| Revenue from the sale of gold jewellery is a key performance indicator of the Company and is material to the financial statements. During the year ended 31 MarcRs. 2026 , the Company reported significant growth in revenue compared to the previous year, ac-companied by a substantial increase in trade receivables. In accordance with SA 240 , there is a presumed risk of material misstatement due to fraud relating to reve-nue recognition. Further, considering the volume of transactions, the timing of trans-fer of control, the risk of inappropriate cut- off at the year end, and the increased re-ceivable balances, revenue recognition re-quired significant auditor attention. Ac- cordingly, we considered revenue recogni-tion to be one of the matters of most signif-icance in our audit and therefore a Key Au-dit Matter. | Evaluated the design and tested the oper-ating effectiveness of key internal controls over order processing, dispatch, invoicing, recording of revenue and monitoring of trade receivables. |
| Assessed the appropriateness of man-agement \u2019 s identification of performance ob-ligations and the point at which control is transferred to customers. | |
| Performed substantive testing of revenue transactions on a sample basis by verifying sales orders, dispatch documents/ e-way bills, tax invoices, customer acknowledge-ments and accounting entries. | |
| Performed specific cut-off testing for transactions recorded before and after the reporting date to verify that revenue was recognised in the appropriate accounting period. | |
| Tested manual journal entries relating to revenue and performed procedures to iden-tify unusual or non-routine revenue trans-actions in accordance with SA 240. | |
| Performed analytical procedures by com-paring monthly sales trends, gross profit margins and revenue by product category with prior periods and investigated signifi-cant or unusual fluctuations. | |
| Obtained direct confirmations of selected trade receivable balances and performed alternative procedures where confirma-tions were not received. | |
| Examined subsequent collections from customers to assess the recoverability and existence of trade receivables. Evaluated the adequacy of the disclosures relating to revenue recognition in the finan-cial statements. |
We draw attention to Note No. 26 to the financial statements, which describes the change in accounting policy for valuation of inventories adopted by the Board of Directors of Shanti Gold International Limited at its meeting held on May 11, 2026.
The Company has voluntarily changed its accounting policy for valuation of inventories from the First-In-First-Out (FIFO) method to the Weighted Average Cost (WAC) method. The change has been made on the basis that the WAC method provides more relevant information regarding the cost of inventories and better reflects the blended cost of inventories.
As disclosed in Note No. 26, the change in accounting policy has been accounted for retrospectively in accordance with Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, with effect from April 1, 2024, and the corresponding comparative information has been restated accordingly.
Our opinion is not modified in respect of above matter.
The Company s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, 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 such other information is materially inconsistent with the financial statements, or our knowledge obtained in the 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.
The Company s Management and Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including 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 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, the Board of Directors 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 the management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the company s financial reporting process.
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:
a. 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.
b. 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.
c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management and Board of Directors.
d. Conclude on the appropriateness of Management and Board of Director 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.
e. 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 financial statements that, individually or in aggregate, makes it probable that the economic decisions of the users of the financial statements may be influenced. We consider quantitative materiality a qualitative factor 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 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 the governance, we determine those matters that were of most significance in the audit of the financial statements of the year ended March 31, 2026 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.
1. As required by Companies (Auditors Report) Order, 2020 (the Order) issued by the Central Government in terms of section 143 (11) 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 it appears from our examination of those books; except for the matter stated in the paragraph (h) (vi) below
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flow and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid Financial Statements comply with the Ind AS specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on 31st March, 2026 taken 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 over financial reporting of the Company and the operating effectiveness of such controls, please refer to our separate report in Annexure B . Our report expresses unmodified opinion on the adequacy and operating effectiveness of the Company s internal financial controls over financial reporting.
g) With respect to the other matters to be included in the Auditor s Report in accordance with the requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 read with Schedule V of the Act.
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, 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 impact of pending litigations on its financial position in its Financial Statements. Refer Note 27 to the Financial Statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. The Company is not required to transfer any amount to the Investor Education and Protection Fund.
iv. a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other persons or entities, including foreign entities ( Intermediaries ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ( Ultimate Beneficiaries ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the company from any persons or entities, 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 the audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.
v. The company has not declared or paid any dividend during the year.
vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the year ended 31st March, 2026, which has a feature of recording audit trail (edit log) facility. The audit trail feature was operated throughout the year for all relevant transactions recorded in the accounting software at the Mumbai, Jaipur, Marol, Ahmedabad and Pune locations. However, the audit trail (edit log) facility was not available/operational for the transactions recorded at the Coimbatore, Chennai, Bangalore, Hyderabad, Indore, Visakhapatnam, Vijayawada and Zaveri Bazar branches. Accordingly, we are unable to comment that the audit trail feature operated throughout the year for all relevant transactions recorded in the accounting software. Further, during the course of our audit, we did not come across any instance of the audit trail feature being tampered with in respect of the locations where the audit trail facility was operational.
| For J.Kala & Associates | |
| Chartered Accountants | |
| Firm Reg. No. 118769W | |
| CA Mayank Jain | |
| Partner | |
| Place: Mumbai | Membership No. 173041 |
| Date: 21 st May, 2026 | UDIN: 26173041BFGKXU3886 |
Referred to in Paragraph I under Report on other Legal and Regulatory Requirements Section of our report of even date to the members of SHANTI GOLD INTERNATIONAL LIMITED ( the Company ) on the financial statements for the year ended March 31, 2026,
we report that:
i. (a) (A) The company is maintaining proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment; (B) The company is maintaining proper records showing full particulars of intangible assets.
(b) The Property, Plant and Equipment have been physically verified by the management in a phased periodic manner, 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 nature of its business. Pursuant to the program, a portion of the property, plant and equipment has been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of all the immovable properties disclosed in the financial statements are held in the name of the Company.
(d) The company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year.
(e) As explained to us, no proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
ii. (a) As explained to us, physical verification of inventory has been conducted at reasonable intervals by the management. 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 were noticed on physical verification of stocks by the management as compared to book records.
(b) According to the information and explanations given to us and on the basis of our examination of the books of account and other relevant records of the Company, the Company has been sanctioned working capital limits in excess of ? 5 crore, in aggregate, at various points of time during the year, from banks or financial institutions on the basis of security of current assets. The quarterly returns or statements filed by the Company with such banks or finan cial institutions are in agreement with the books of account of the Company. The Details of such Working Capital Limits are as follows:
| SR No. | Particulars | Account / Reference No. | Nature of Facility | Amount ( \u20b9 ) |
| 1 | Yes Bank | 201LA40222460002 | ECL | 16.58 |
| 2 | Yes Bank | 201LA40222460003 | ECL | 5.25 |
| 3 | Saraswat Co-Op Bank Ltd | 910000000140567 | WCDL | 600.00 |
| 4 | Yes Bank | 201LA41260400001 | WCDL | 420.00 |
| 5 | HDFC Bank Ltd | 5WSLN01260820006 | WCDL | 440.00 |
| 6 | Yes Bank Ltd | 7863700003828 | Cash Credit | 20.78 |
| 7 | HDFC Bank Ltd | 57500001552637 | Cash Credit | 35.83 |
| 8 | Yes Bank | 20184600008017 | Cash Credit | 2.79 |
| 9 | Saraswat Co-Op Bank Ltd | OD A/c No-155 | Cash Credit | 442.33 |
iii. According to the information and explanations given to us and based on our examination of the books of account and other relevant records of the Company, the Company has not, during the year, made any investments in, provided any guarantee or security, or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties, in respect of which reporting under clauses 3(iii)(a) to 3(iii)(f) of the Companies (Auditor s Report) Order, 2020 is applicable.
The Company holds equity shares of The Saraswat Co-operative Bank Limited amounting to ? 25,300, which were acquired as a membership requirement for availing banking facilities. Based on the information and explanations given to us and the records examined by us, no such shares have been acquired by the Company during the year under report.
Further, the bank guarantees referred to by the management have been issued by The Saraswat Co-operative Bank Limited, as the guarantor, in favour of various statutory authorities at the request of the Company, in respect of the Company s own statutory and contractual obligations. Accordingly, such bank guarantees do not constitute guarantees provided by the Company to any company, firm, Limited Liability Partnership or any other party for the purposes of reporting under Clause 3(iii) of the Order.
Accordingly, the provisions of clauses 3(iii)(a) to 3(iii)(f) of the Companies (Auditor s Report) Order, 2020 are not applicable to the Company.
iv. In our opinion and according to the information and explanations given to us and based on our examination of the books of account and other relevant records of the Company, the Company has not granted any loans, provided any guarantees or furnished any securities to the parties covered under Section 185 of the Companies Act, 2013. Accordingly, the provisions of Section 185 of the Companies Act, 2013 are not applicable to the Company.
The Company holds equity shares of The Saraswat Co-operative Bank Limited amounting to ? 25,300, which were acquired as a membership requirement for availing banking facilities. Based on the information and explanations given to us and the records examined by us, the provisions of Section 186 of the Companies Act, 2013, insofar as applicable to such investment, have been complied with.
v. In our opinion and according to the information and explanations given to us, the Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 or any other relevant provisions of the Act. Accordingly, reporting under clause (v) of the Order is not applicable to the Company.
vi. As per information & explanation given to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act for any of the products manufactured by the Company.
vii. (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 is generally regular in depositing with the appropriate authorities undisputed statutory dues including Goods and Services Tax, Provident Fund, Employees State Insurance, Income-tax, Customs Duty, Cess and other statutory dues applicable to it.
According to the information and explanations given to us and based on the records examined by us, there were no undisputed statutory dues outstanding as at 31 March 2026 for a period of more than six months from the date they became payable.
(b) dues referred to in sub-clause (a) that have not been deposited on account of any dispute Except for the following
| Statute/Nature of Demand | Amount | Forum Where Dispute is Pending |
| VAT In Dispute | 60 | Joint Commissioner of Sales Tax, Mumbai |
| GST In Dispute | 16.93 | Additional Commissioner (AE) CGST Jaipur |
| GST In Dispute | 2.00 | State Appellate Authority, Chennai |
| Income Tax In Dispute A.Y. 2022-23 | 2.38 | Commissioner of Income Tax (Appeals) |
| Income Tax In Dispute A.Y. 2021-22 | 2.80 | Commissioner of Income Tax (Appeals) |
| Income Tax In Dispute A.Y. 2020-21 | 1.04 | Commissioner of Income Tax (Appeals) |
| Income Tax In Dispute A.Y. 2019-20 | 1.68 | Commissioner of Income Tax (Appeals) |
| Income Tax In Dispute A.Y. 2018-19 | 5.89 | Income Tax Appellate Tribunal |
| TDS in Dispute Prior to A.Y. 2020-21 | 0.29 | With Assessing Officer |
viii. 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 transactions which are not accounted in the books of account have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961. Also, there are no previously unrecorded income which has been now recorded in the books of account. Hence, the provision stated in paragraph 3(viii) of the Order is not applicable to the Company.
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 not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.
(b) 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 been declared wilful defaulter by any bank or financial institution or government or any government authority.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the company, term loans were applied for the purpose for which the loans were obtained.
(d) 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 raised any funds on a short-term basis which have been utilized for long-term purposes.
(e) The Company does not have any subsidiaries, joint ventures or associates. Accordingly, reporting under clause 3(ix)(e) of the Order is not applicable
(f) According to information and explanations given to us and on the basis of our audit procedures performed by us, the Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures, associates; hence this clause is not applicable.
x. (a) In our opinion and according to the information and explanations given to us and based on our examination of the books of account and other relevant records of the Company, the Company has raised money by way of an Initial Public Offer ( IPO ) during the year by issuing 18,096,000 equity shares of face value of ? 10 each at a premium.
The proceeds raised through the IPO have been utilised for the purposes for which they were raised, as specified in the Prospectus, except for the amount remaining unutilised as at 31 March 2026. The unutilised IPO proceeds, relating primarily to capital expenditure for the proposed facility at Jaipur, have been temporarily placed in fixed deposits with scheduled banks and maintained in designated bank accounts pending utilisation for the stated objects of the issue.
Based on the records examined by us and the information and explanations provided to us, the temporary deployment of the unutilised IPO proceeds is pending their utilisation for the purposes specified in the Prospectus. We have verified the utilisation of the IPO proceeds and the disclosure of the unutilised amount in the financial statements
(b) 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 made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) during the year and hence reporting under clause (x)(b) of the Order is not applicable to the Company.
xi. (a) Based on our examination of the books of account and other relevant records of the Company and according to the information and explanations given to us, no fraud by the Company or on the Company has been noticed or reported during the year.
(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, no whistle-blower complaints have been received by the Company during the year, have come to our notice.
xii. The company is not a Nidhi Company as prescribed under Section 406 of the Act. Therefore, clause xii of paragraph 3 of the Order is not applicable to the company.
xiii. According to the information and explanations given to us and based on our examination of the records of the Company, all transactions with related parties are in compliance with Sections 177 and 188 of the Act, wherever applicable, and the details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
xiv. (a) Based on the 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 issued by the Company for the period under audit, to the extent available to us.
xv. Our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence, provisions of Section 192 of the Companies Act, 2013 are not applicable to the Company. Accordingly, the provisions under Clause xv of Paragraph 3 of the Order 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). Hence, reporting under clause (xvi)(a) of paragraph 3 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, hence, reporting under clause (xvi) (b) of paragraph 3 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. Hence, reporting under clause (xvi)(c) of paragraph 3 of the Order is not applicable.
(d) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.
xvii. Based on our examination, the company has not incurred cash losses in the financial year and in the immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors during the year.
xix. On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and 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 indicating that company is not capable of meeting its liabilities existing as at the balance sheet date and when they fall due within a period of one year from the balance sheet date. 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. According to the information and explanations given to us and based on our examination of the books of account and other relevant records of the Company, there was no unspent amount towards Corporate Social Responsibility ( CSR ) expenditure as at 31 March 2026 in respect of the financial year under report. Accordingly, the provisions of sub-section (5) of Section 135 of the Companies Act, 2013 relating to transfer of unspent CSR amount are not applicable to the Company for the year under report.
Further, there was no unspent amount in respect of ongoing projects requiring transfer to the Unspent Corporate Social Responsibility Account in accordance with sub-section (6) of Section 135 of the Companies Act, 2013.
Accordingly, the provisions of clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable to the Company.
xxi. The Company does not have any subsidiaries, associates, or joint ventures. Accordingly, reporting under clause (xxi) of the Order is not applicable.
| For J.Kala & Associates | |
| Chartered Accountants | |
| Firm Reg. No. 118769W | |
| CA Mayank Jain | |
| Partner | |
| Place: Mumbai | Membership No. 173041 |
| Date: 21 st May, 2026 | UDIN: 26173041BFGKXU3886 |
Report on the Internal Financial Controls under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 ( the Act )
We have audited the internal financial controls over financial reporting of Shanti Gold International 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.
The Company s 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 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 ( ICAI ). 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.
Our responsibility is to express an opinion on the Company s 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 ICAI. 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 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 Company s internal financial controls system over financial reporting.
A Company s 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 Company s 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 Company s assets that could have a material effect on the financial statements.
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.
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 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 and in compliance with the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
| For J.Kala & Associates | |
| Chartered Accountants | |
| Firm Reg. No. 118769W | |
| CA Mayank Jain | |
| Partner | |
| Place: Mumbai | Membership No. 173041 |
| Date: 21 st May, 2026 | UDIN: 26173041BFGKXU3886 |
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