Shine Fashions (India) Ltd Auditor Reports

To the Members of

SHINE FASHIONS (INDIA) LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of SHINE FASHIONS (INDIA)
LIMITED( the Company), which comprise the balance sheet as at 31^stMarch,2025, and the
statement of profit and loss (including other comprehensive income), the statement of changes in
equity and the cash flow statement for the year then ended, and notes to the financial statements,
including a summary of the significant accounting policies and other explanatory information
(herein after referred to as financial statements).

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Companies Act, 2013 (the Act)
in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of the Company as at 31^stMarch 2025,its
Profit (including other comprehensive income), changes in equity and its cash flows for the year
ended on that date.

Basis for Opinion

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 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 there under, 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.

Key Audit Matters

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 year. 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.

Other Information

The Companys management and Board of Directors are responsible for the other information. The
other information comprises the information included in the Companys report, but does not
include the financial statements and our auditors report thereon.

Our opinion on the financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated.

If, based on the work we have performed, we conclude that there is no material misstatement of
this other information, we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the Financial Statements

The Companys management and Board of Directors are 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 state of affairs, profit and other comprehensive income, changes in equity
and cash flows of the Company in accordance with the accounting principles generally accepted in
India, including the Indian Accounting Standards specified under Section 133 of the Act. This
responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

In preparing the financial statements, management and Board of Directors are 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 is also responsible for overseeing the Companys financial reporting
process.

Auditors Responsibilities for the Audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an 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 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 Company ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditors report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditors report. However
future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

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

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

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 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.

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

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

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

c) The balance sheet, the statement of profit and loss (including other comprehensive
income), the statement of changes in equity and the cash flow statement dealt with by
this report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the specified under
Section 133 of the Act;

e) On the basis of the written representations received from the directors as on 31st March
2025 and taken on record by the Board of Directors, none of the directors is disqualified
as on 31^stMarch 2025 from being appointed as a director in terms of Section164(2) of
the Act; and

f) With respect to the adequacy of the internal financial controls with reference to
financial statements of the Company and the operating effectiveness of such controls,
refer to our separate Report in Annexure B.

B) With respect to the other matters to be included in the Auditors Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of
our information and according to the explanations given to us:

i) . As informed to us, the Company does not have any pending litigation which would

impact its financial position, as on 31^stMarch, 2025.

ii) . The Company did not have any long-term contracts including derivative contracts

for which there were any material foreseeable losses.

iii) . There were no amounts that were required to be transferred, to the Investor

Education and Protection Fund by the Company; and

C) Based on our examination, the Company has used accounting softwares for maintaining its
books of account during the year ended March 31, 2025, which have a feature of recording
audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the respective software.

Further, during the course of our examination, we did not come across any instance of the
audit trail feature being tampered with, in respect of the accounting softwares for the
period for which the audit trail feature was enabled and operating.

D) With respect to the matter to be included in the Auditors Report under Section197(16) of
the Act, in our opinion and according to the information and explanations given to us, the
remuneration paid by the Company to its directors during the current year is in accordance
with the provisions of Section 197 of the Act. The remuneration paid to any director is not
in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate
Affairs has not prescribed other details under Section 197(16) which are required to be
commented upon by us.

Annexure A to the Independent Auditors Report

Referred to in paragraph 1 under the heading Report on Other Legal & Regulatory Requirements of
our report of even date to the financial statements of the Company for the year ended March 31,
2025:

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

(a) (B)The Company is maintaining proper records showing full particulars of Intangible assets;

(b) The Property Plant & Equipment we are informed have been physically verified by the
management during the year which in our opinion is reasonable having regard to the size of the
Company and nature of its business. As per the information given to us no material discrepancy has
been noticed on such verification.

(c) The Company isnot having any immovable properties. Therefore, clause (c) is not applicable.

(d) According to the information and explanations given to us and on the basis of records examined
by us, the Company has neither revalued any of its Property, Plant and Equipment (including Right-
of-use Assets) nor its Intangible Assets during the year. Accordingly, reporting under clause 3(i)(d)
of the Order is not applicable.

(e) According to the information and explanations given to us, no proceedings have been initiated
or are pending against the Company for holding any Benami property under the Benami
Transactions (Prohibitions) Act, 1988 (as amended in 2016) and Rules made there under.
Accordingly, reporting under clause 3(i)(e) of the Order is not applicable.

(ii) (a) As informed to us physical verification of finished goods has been conducted by the
management at the end of the year. In our opinion the frequency of verification is reasonable. As
explained to us there were no material discrepancies noticed between the physical stock and book
records.

(b) The Company has not been sanctioned working capital limits in excess of Rs 5 crore, in
aggregate, at any points of time during the year, from banks or financial institutions on the basis of
security of current assets and hence reporting under clause 3(ii)(b) of the Order is not applicable.

(iii) According to information and explanations given to us and based on the audit procedures
performed, the Company has given any advances in the nature of loans during the year.

(a) The Company has granted unsecured loans to companies during the year:

Particulars	During the year advance given (Rs. in Lacs)	Balance outstanding as at Balance sheet date (Rs. in Lacs)
Loan to Subsidiary	0.00	17.33

(b) The terms and conditions of the grant of all the above-mentioned loans, during the year are in
our opinion, prima facie, not prejudicial to the Companys interest.

(c) In respect of loans granted by the Company, the schedule of repayment of principal and
payment of interest has been stipulated and the repayments of principal amounts and receipts of
interest are regular as per stipulation.

(d) According to information and explanations given to us and based on the audit procedures
performed, in respect of loans granted by the Company, there is no overdue amount remaining
outstanding as at the balance sheet date.

(e) No loan granted by the Company which has fallen due during the year, has been renewed or
extended or fresh loans granted to settle the over dues of existing loans given to the same party.

(f) According to information and explanations given to us and based on the audit procedures
performed, the Company has not granted any loans or advances in the nature of loans either
repayable on demand or without specifying any terms or period of repayment during the year.
Hence, reporting under clause (iii)(f) is not applicable.

(iv) The Company has not granted any loans, made investments, provided guarantees, and security,
to which provisions of sections 185 and 186 of the Companies Act are applicable. Accordingly,
reporting under clause 3(iv) of the Order is not applicable.

(v) In our opinion and according to the information and explanations given to us, the Company has
not accepted any deposits or amounts which are deemed to be deposits, to which directives issued
by Reserve Bank of India and the provision of Sections 73 to 76, or any other relevant provisions of
the Companies Act and rules made there under, are applicable According to the information. and
explanations given to us, 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. Accordingly,
reporting under clause 3(v) of the Order is not applicable.

(vi) The requirement of maintenance of cost record under section 148(1) of the Companies Act
2013 is not applicable to the Company for the year.

(vii) (a) According to information and explanations given to us and on the basis of our examination
of the books of account and records, the Company has been generally regular in depositing
undisputed statutory dues including Provident Fund, Employees, State Insurance, Income-Tax,
Sales tax, Service Tax, Goods and Service Tax (GST), Duty of Customs, Duty of Excise, Value added
Tax, Cess and any other material statutory dues with the appropriate authorities, wherever
applicable. According to the information and explanations given to us, no undisputed amounts
payable in respect of the above were in arrears as at March 31, 2025 for a period of more than six
months from the date on when they become payable.

(b)According to the information and explanations given to us and on the basis of the books and
records examined by us, there are no statutory dues referred to in sub-clause (a) above, which have
not been deposited on account of disputes as on March 31, 2025.

(viii) According to the information and explanations given to us, the Company did not have any
transactions relating to previously unrecorded income that have been surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961.

(ix) (a) According to the records of the Company examined by us and the information and
explanations given to us, the Company has not defaulted in repayment of loans or borrowings to a
financial institution, bank, Government or dues to debenture holders.

(b) According to the information and explanations given to us and on the basis of our audit
procedures, the Company is not declared willful defaulter by any bank or financial institution or
other lender.

(c) According to the information and explanations given to us and on the basis of the books and
records examined by us, the loans taken during the year have been applied for the purposes for
which those were obtained.

(d) According to the information and explanations given to us and on an overall examination of the
balance sheet of the Company, we report that funds raised on short-term basis have not been
utilised for long-term purposes.

(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 subsidiary.

(f) According to the information and explanations given to us, the Company has not raised any loans
during the year on the pledge of securities held in its subsidiary.

(x) (a)According to the information and explanations given to us and on the basis of the books and
records examined by us, the Company has not raised any money by way of initial public offer or
further public offer (including debt instruments) during the year. Accordingly, reporting under
clause 3 (x)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and on the basis of the books and
records examined by us, the Company has not made any preferential allotment or private
placement of shares or convertible debentures (fully, partially or optionally convertible) during the
year. Accordingly, reporting under clause 3(x)(b) of the Order is not applicable.

(xi) (a) On the basis of books and records of the Company examined by us and according to the
information and explanations given to us, we report that no material fraud by the Company or any
fraud on the Company has been noticed or reported during the year in the course of our audit.

(b) According to the information and explanations given to us, no report under section 143(12) of
the 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 upto the date of this
report.

(c) As represented to us by the management, the Company has not received any whistle-blower
complaint during the year and up to the date of this report.

(xii) The Company is not a Nidhi Company. Accordingly, reporting under clause 3(xii) of the Order
is not applicable.

(xiii) According to the information and explanations given to us and on the basis of records of the
Company examined by us, transactions with the related parties are in compliance with Sections 177
and 188 of the Act, where applicable, and the details of such transactions have been disclosed in the
financial statements as required by the applicable accounting standards.

(xiv) (a) According to the information and explanations given to us, in our opinion the Company
has an adequate internal audit system commensurate with the size and nature of its business.

(b) We have considered, the internal audit reports for the year under audit, issued to the Company
during the year and till date, in determining the nature, timing and extent of our audit procedures.

(xv) According to the information and explanations given to us and on the basis of the books and
records examined by us, the Company has not entered into non-cash transactions with directors or
persons connected to its directors to which provision of section 192 of Companies Act are
applicable. Accordingly, reporting under clause 3(xv) of the Order is not applicable.

(xvi) (a) As per the information and explanations given to us and on basis of books and records
examined by us, the Company is not required to be registered under Section 45-IA of the Reserve
Bank of India Act, 1934; the Company has not conducted any Non-banking Financial or Housing
Finance activities during the year; the Company is not a Core Investment Company (CIC) as defined
in the regulations made by the Reserve Bank of India and company is not part of any group that has
CIC as a part of the group .Accordingly, reporting under clauses 3(xvi)(a), 3(xvi)(b) , 3(xvi)(c) and
3(xvi)(d) of the Order are not applicable to the Company.

(xvii) Based upon the audit procedures performed and the information and explanations given by
the management, the Company has not incurred cash losses in the financial year and in the
immediately preceding financial year. Accordingly, reporting under clause 3 (xvii) of the Order are
not applicable to the Company.

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

(xix.) On the basis of financial ratios, ageing and expected dates of realization of financial assets and
payment of financial liabilities, other information accompanying the financial statements and more
particularly, 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 at the date of balance sheet as 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) As per the information and explanations given to us and on basis of books and records
examined by us, we report that the Company has no unspent amount for ongoing projects and other
than for ongoing projects, which is required to be transferred to a Fund specified in Schedule VII to
the Companies Act in compliance with second proviso to sub-section (5) of section 135 of the said
Act; and provision of subsection (6) of section 135 under clause (xx) of the Order is not applicable
to the Company for the year.

(xxi) The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of
standalone financial statements of the Company. Accordingly, no comment has been included in
respect of said clause under this report.

Annexure B to the Independent Auditors Report of even date on the Financial
Statements SHINE FASHIONS (INDIA) LIMITED for the year ended 31st March 2025

Report on the Internal Financial Controls over financial reporting under Clause (i) of Sub-section 3
of Section 143 of the Companies Act, 2013 ("the Act").

We have audited the internal financial controls over financial reporting of SHINE FASHIONS
(INDIA) LIMITED ( "the Company") as of 31^st March, 2025 in conjunction with our audit of the
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 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 companys policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over
financial reporting based on our audit. We conducted our audit in accordance with the Guidance
Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the
Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10)of the
Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both
applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered
Accountants of India. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting was established and maintained and if
such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the
internal financial controls system over financial reporting and their operating effectiveness. Our
audit of internal financial controls over financial reporting included obtaining an understanding of
internal financial controls over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. The procedures selected depend on the auditors judgment ,including the
assessment of the risks of material misstatement of the financial statements ,whether due to fraud
or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
companys internal financial control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2)provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the companys assets that could have a material
effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including
the possibility of collusion or improper management override of controls, material misstatements
due to error or fraud may occur and not be detected. Also, projections of any evaluation of the
internal financial controls over financial reporting to future periods are subject to the risk that the
internal financial control over financial reporting may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls
system over financial reporting and such internal financial controls over financial reporting were
operating effectively as at 31^st March, 2025, based on 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 Thakur, Vaidyanath Aiyar & Co.

Chartered Accountants

Firms Registration No. 000038N

 

SD/-

Bijay Prakash Sinha

Partner

Membership No. 095817

UDIN No. 25095817BMLKYB7621

 

Place: Mumbai

Date: 06.05.2025