Shubhlaxmi Jewel Art Ltd Auditor Reports

To - The Members of

SHUBHLAXMI TEWEL ART LIMITED

Report on the Audit of the Financial Statements Qualified Opinion

We have audited the accompanying financial statements of Shubhlaxmi Jewel Art Limited ("the Company") which comprise the Balance Sheet as at 31^st March 2026, the statement of profit and loss and the statement of cash flows for the year then ended and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the financial statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph below, 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 31st March 2026 and of the profit and its cash flows for the year ended on that date.

Basis for Qualified Opinion

Attention is invited to Note No. 26 regarding physical verification and valuation of the inventory and inadequate audit evidences in respect thereof. The impact on the profit for the year, if any, is not ascertainable.

We conducted our audit of the financial statements in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of 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 ICAIs Code of Ethics. We believe that die audit evidence we have obtained is sufficient and appropriate to provide a basis for financial statements.

Emphasis of Matters

We draw attention to the following matters:

i. Note no. 32 may be referred in respect of a litigation wherein the Company is made one of the parties for a claim of Rs. 535.00 lacs which is not acknowledged by the Company.

ii. Note no. 28 may be referred in respect of balanced confirmations from various parties.

iii. Note no. 31, certain unsecured loans taken by the Company are subject to compliance with section 73 of the Companies Act, 2013.

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 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 communicate in our report.

Revenue recognition

Revenue is recognized net of discounts, incentives, rebates and other promotional schemes extended to customers. In the highly competitive jewellery industry, the Company offers various sales promotion schemes, discounts, incentives and rebates to be recognised based on sales made during the year is material.

Auditors response:

Our audit approach comprised a combination of tests of internal controls and substantive audit procedures. These procedures included assessing the appropriateness of the Companys revenue recognition accounting policies and testing their compliance with the applicable financial reporting framework. We also evaluated the integrity of the general information and control environment relevant to the revenue process and tested the design and operating effectiveness of key internal controls over revenue recognition.

Information Other than the 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 Boards Report including Annexures to Boards Report, Management Discussion and Analysis, Shareholders Information, but does not include the financial statements and auditors report thereon. The Boards Report and other

information are expected to be made available to us after the date of this auditors report.

1

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 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 during the course of our audit or otherwise appears to be materially misstated.

When we read the aforesaid reports and information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Managements Responsibility for the Financial Statements

The Companys 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 and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the 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.

f

In preparing the 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 is also responsible for overseeing the Companys financial reporting process. Auditors Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whetha^-the financial statements as a whole are free from material misstatement, whether due to frautfob^tisdi^anfckto issue an auditors report

that includes our opinion. Reasonable assurance is high level of assurance but is not a guarantee that 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 misstatements 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 one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

* Obtain an understanding of internal financial controls 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 system in place and the operating effectiveness of such controls.

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

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

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

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

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

regulation preclude 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 terms of sub-section (11) of section 143 of the Act, we give in the Annexure - A, a statement on the matters specified in clause 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 except for information on inventories and non-receipt of the balance confirmation from the respective parties as stated in note no. 26 and 28 respectively;

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

(c) The Balance. Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards¹ specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts).Rules, 2014;

(e) On the basis of written representations received from the directors as on 31^st March 2026, and taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March 2026, from being appointedas a director in terms section 164(2) of the Act;

(f) With respect to the adequacy of internal financial controls over financial reporting of the Company and operating effectiveness of such controls, our separate report in annexure - B may be referred;

(g) 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 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 explanation given to us:

(i) Except for the possible effect of the matter described in sub-paragraph (i) of the Emphasis of Matters above, the Company does not have any pending litigations which would impact its financial position;

(ii) The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses;

(iii) There were no amounts required to be transfgj^eddo 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. 25(i) to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, 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, as disclosed in the note no. 25(j) to the accounts, no funds have been received by the Company from any person or entity, 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;

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

(v) The Company has not declared or paid any dividend during the year.

(vi) Based bn our examination which included compliance test and test checks, the Company has implemented the accounting software for maintaining books of account during the year which has a feature of recording audit trail (edit log) facility

‘ and the same has been operated fqr all transactions recorded in the software after implementation. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.

For Jalpesh Vaghela & Co Chartered Accountants Firm Reg. No. 138753W

CA. Jalpesh Vaghela

Partner

Mem. No. 151746

UDIN: 26151746JMKMOS9279

Date: 30/05/2026

Place: Bhavnagar

ANNEXURE - A TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of

our report of even date)

On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:

1. In respect of property, plant and equipment:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of property, plant and equipment.

The Company does not have any intangible assets.

b. Property, plant and equipment were physically verified by the management at reasonable intervals in a phased manner in accordance with a programme of physical verification. No material discrepancies were noticed on such verification.

c. The title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements included under property, plant and equipment are held in the name of the Company.

d. The Company has not revalued any of its property, plant and equipment or intangible assets during the year.

e. There are no proceedings initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 as amended and Rules made thereunder.

2.

a. As. informed to us, the management has conducted physical verification of the inventory at reasonable intervals during the year, except for stock lying with third parties. For stocks lying with the third parties at the year-end, written confirmations have been obtained by the management and, in our opinion, the coverage and procedure of such verification by Management is appropriate. The discrepancies noticed on physical verification of inventory as compared to book records were not 10% or more in aggregate for each class of inventory (refer note no. 26).

Physical verification of the inventory could not be made due to inaccessibility to the auditors. Consequently, the values of inventory have been taken as per the books. Hence, we are unable to report on whether there is any material discrepancy between physical count and books.

b. During the year, the Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, from banks on the basis of security of current assets of the Company The quarterly returns or statements filed by the Company with such banks are generally in agreement with the books of account of the Company.

3. In respect of investments, guarantees or securities provided or loans or advances in the nature of loans granted by the Company:

Particulars	Loans (Rs. In lacs)
Aggregate amount of loans granted during the year - others	9.90
Balance of loans outstanding as on balance sheet date - others	7.90

b. The terms and conditions of the grant of these loans are not prejudicial to the interest of the Company except that no interest is charged on these loans.

c. In respect of loans granted by the Company, the schedule of repayment of principal has been stipulated and the repayments are generally regular.

d. There are no overdue amounts in respect of loans granted.

e. No loans or advances in the nature of loans granted by the Company that have fallen due during the year, have been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.

f. The Company has not granted any loans or advances in the nature of loans that are either repayable on demand or without specifying any terms or period of repayment.

4. The Company has not complied with the provisions of Section 185 of the Companies Act, 2013,

as it had granted a loan amounting to Rs. 2.63 lakhs to a relative of director during the year.

Although the outstanding balance of the said loan was nil as at the balance sheet date and has

complied with section 186 of the Act in respect of grant of loans, investments made,

guarantees given and securities provided, to the extent applicable.

5. The Company has not accepted any deposits from public or amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Act and rules made thereunder, to the extent applicable, except for advances from customers aggregating to T 63.46 lacs, which, in the opinion of the management, are accepted in the ordinary course of business and the loans as referred to in note nos. 4 and 31.

6. The Central Government has not prescribed maintenance of the cost records under section 148(1) of the Companies Act, 2013.

7. In respect of statutory and other dues:

a. The Company has been regular in depositing undisputed statutory dues, including goods and service tax, provident fund, employees state insurance, income tax, cess, and other statutory dues, to the extent applicable, with the appropriate authorities during the year. There are no undisputed statutory dues outstanding for a period of more than six months from the date they became payable

b. There are no statutory dues outstanding, which have not been deposited on account of dispute, except TDS demand of Rs. 1,50,420.00/-

8. The Company has not surrendered or disclosed any transactions, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income 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. On an overall examination of the financial statements of the Company, the term loans have been applied for the purposes for which they were obtained.

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

e. The Company does not have any subsidiary, joint venture or associates. The requirement to report under clause 3(ix)(e) and (f) of the order is, therefore, not applicable.

10.

a. The Company has not raised any money during the year by way of initial public offer or further public offer (including debt instruments).

b. The Company has not made any preferential allotment of equity during the year as per the applicable law.

11.

a. No fraud by the Company or no fraud on the Company has been noticed or reported during the year.

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

c. The Company has not received any whistle blower complaint during the year and up to the date of this report.

12. The Company is not a Nidhi Company as per the provisions of the Act. The requirement to report under clause 3(xii) of the Order is, therefore, not applicable.

13. Transactions with the related parties are in compliance with Section 177 and 188 of the Act, wherever applicable and the details have been disclosed in the financial statements as required by the applicable accounting standards.

14.

a. The Company has an internal audit system commensurate with the size and nature of its business.

b. We have considered the internal audit reports of the Company issued till date for the period under audit.

15. The Company has not entered into any non-cash transactions with its directors or persons connected with its directors.

16.

a. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

b. The Company has not conducted any non-banking financial or housing finance

c. The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India.

d. 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.

17. The Company has not incurred cash losses in the current and in the immediately preceding financial year.

18. There has been resignation of the statutory auditors during the year and we have duly taken into consideration the issues, objections or concerns if any raised by the outgoing auditors.

19. 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, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet 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.

20. The Company is not covered under Section 135(1) of the Act with respect to the applicability of Corporate Social Responsibility. The requirement to report under clause (xx) of the Order is, therefore, not applicable.

For Jalpesh Vaghela & Co Chartered Accountants Firm Reg. No. 138753W

CA. Jalpesh Vaghela

Partner

Mem. No. 151746

UDIN: 26151746JMKMOS9279

Date: 30/05/2026

Place: Bhavnagar

ANNEXURE - B TO THE INDEPENDENT AUDITORS REPORT

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

We have audited the internal financial controls over financial reporting of Shubhlaxmi Jewel Art Limited ("the Company") as of 31st March, 2026 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 ("the Guidance Note") issued by the Institute of Chartered Accountants of India ("the 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 and the Standards on Auditing, issued by the ICAI and prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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

statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial-control over financial reporting includes those policies and procedures that -

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has; in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 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 issued by the ICAI except that documentation procedures needs to be strengthened in certain financial areas.

For Jalpesh Vaghela & Co Chartered Accountants Firm Reg. No. 138753W

CA. Jalpesh Vaghela

Partner

Mem. No. 151746

UDIN: 26151746JMKMOS9279

Date: 30/05/2026

Place: Bhavnagar