Auditor Report of Brace Port Logistics Ltd.

Mar 31, 2025

We have audited the accompanying Standalone Financial Statements of Brace Port
Logistics Limited (hereinafter referred to as “the Company"), which comprise the
Standalone Balance Sheet as at 31 March 2025, and the Standalone Statement of Profit
and Loss (including other comprehensive income), Standalone Statement of Changes
in Equity and Standalone Statement of Cash Flows for the year then ended, and notes
to the Standalone Financial Statements, including a summary of the significant
accounting policies and other explanatory information (hereinafter referred to as “the
Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid Standalone 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 March 2025, and its profit and other
comprehensive income, changes in equity and its cash flows for theyear 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 Auditor’s Responsibilities for the Audit of the Standalone Financial
Statements section of our report. We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of Chartered Accountants of India
together with the ethical requirements that are relevant to our audit of the Standalone
Financial Statements under the provisions of the Act and the Rules thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient
and appropriate to provide a basis for our opinion on the Standalone Financial
Statements.

KEY AUDIT MATTERS

Key audit matters (‘KAM’) are those matters that, in our professional judgment, were of
most significance in our audit of the Standalone Financial Statements of the current
period. These matters were addressed in the context of our audit of the Standalone
Financial Statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our
report.

OTHER INFORMATION

The Company’s Board of Directors is responsible for the other information. The other
information comprises the information included in the Company’s annual report, but
does not include the Standalone Financial Statements and our auditors'' report
thereon.

Our opinion on the Standalone Financial Statements does not cover the other
information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility
is to read the other information identified above when it becomes available and, in
doing so, consider whether the other information is materially inconsistent with the
Standalone 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.

RESPONSIBILITIES OF MANAGEMENT FOR THE
STANDALONE FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in Section
134(5) of the Act with respect to the preparation of these Standalone Financial
Statements that give a true and fair view of the state of affairs, profit/ loss 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 (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 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 Standalone Financial Statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the Board of Directors is
responsible for assessing the Company''s ability to continue as a going concern,
disclosing, as applicable, matters related to qoinq concern and using the going

concern basis of accounting unless the Board of Directors either intends to liquidate

the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial

reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE
STANDALONE FINANCIAL STATEMENTS

> Our objectives are to obtain reasonable assurance about whether the Standalone
Financial Statements as a whole are free from material misstatement, whether due
to fraud or error, and to issue an 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
Standalone Financial Statements.

>

> As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:

>

> Identify and assess the risks of material misstatement of the Standalone Financial
Statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control.

> Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under Section 143(3)(i)
of the Act, we are also responsible for expressing our opinion on whether the
Company has adequate internal financial controls with reference to Standalone
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 the Board of Directors.

> Conclude on the appropriateness of the Board of Directors use of the going
concern basis of accounting in preparation of Standalone Financial Statements
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 Standalone Financial Statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor''s report. However, future events or

> conditions may cause the Company to cease to continue as a going concern.

> Evaluate the overall presentation, structure and content of the Standalone
Financial Statements, including the disclosures, and whether the Standalone
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

OTHER MATTERS

The comparative standalone financial information of the Company as at the transition
date and opening balance sheet as at April 01, 2023 prepared in accordance with Ind
AS, included in these standalone financial statements has been audited by the
predecessor auditor i.e. Girish Mangla & Co. The report of the predecessor auditor on
the comparative financial information and the said opening balance sheet dated
September 06, 2023 expressed and unmodified opinion.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order") issued by
the Central Government of India 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
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 except for the matters stated in the paragraph (i)(vi) below on
reporting under Rule 11(g).

c) The Standalone Balance Sheet, the Standalone Statement of Profit
and Loss (including other comprehensive income), the Standalone
Statement of Changes in Equity and the Standalone Statement of Cash
Flows dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid Standalone Financial Statements comply
with the Ind AS specified under Section 133 of the Act, read with Companies
(Indian Accounting Standards) Rules, 2015, as amended.

e) On the basis of the written representations received from the directors
as on 31 March 2025 taken on record by the Board of Directors, none of the
directors is disqualified as on 31 March 2025 from being appointed as a
director in terms of Section 164(2) of the Act.

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

g) 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.

h) The modification relating to the maintenance of accounts and other
matters connected therewith are as stated in the paragraph 2(b) above on
reporting under Section 14-3(3)(b) and paragraph (i)(vi) below on reporting
under Rule 11(g).

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

i) The Company does not have any pending litigations which would impact its
financial position as at 31 March 2025 - refer note 29 to the Standalone Financial
Statements.

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

iii) There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company - refer note 37 to the Standalone
Financial Statements.

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:

directly or indirectly lend or invest in other persons or entities identified in any
manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company, or

provide any guarantee, security or the like to or 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:

directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party, or

provide any guarantee, security or the like from or on behalf of the Ultimate
Beneficiaries; and

(c) Based on such audit procedures as 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 (iv) (a) and (iv) (b) contain any material
mis-statement.

v) The interim dividend, declared and paid by the Company during the year is in
accordance with Section 123 of the Act, as applicable.

vi) Based on our examination which included test checks, the Company has used
accounting software for maintaining its books of account which has a feature of
recording audit trail (edit log) facility and wherever enabled, the same has operated
throughout the year for all relevant transactions.

Also, in respect of software used in maintaining payroll records, as described in note 44
to the Standalone Financial Statements, in absence of service organisation controls
report in respect of audit trail, we are unable to comment on whether audit trail feature
of the underlying database was enabled and operated throughout the year.

Further, during the course of our audit we did not come across any instance of audit
trail feature being tampered with in respect of accounting software except that in
absence of service organisation controls report, we are unable to comment on the
same in respect of the software used to maintain payroll records.

Additionally, the audit trail to the extent it was enabled has been preserved by the
Company as per the statutory requirements for record retention except that in
absence of service organisation controls report, we are unable to comment on the
same in respect of the software used to maintain payroll records.

For Bhagi Bhardwaj Caur & Co.

Chartered Accountants

ICAI Firm''s Registration Number: 007895N

sd/-

per Mohit Gupta
Partner

Membership Number: 528337
UDIN: 25528337BMLNAC5204
New Delhi May 28, 2025

---

Mar 31, 2024

BRACE PORT LOGISTICS LIMITED (EARLIER KNOWN AS BRACE PORT LOGISTICS PRIVATE LIMITED)

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying Financial Statements of Brace Port Logistics Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss and Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies, notes to accounts 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 ("the Act") in the manner so required and give a true and fair view in conform>ty with other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, the profit and Its Cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Financial Statements In accordance with the Standards on Auditing (SAs), as specified under section 143( 10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Slatemerits 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 Independence 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 lCAl''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.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors Is responsible for the preparation of the other information. The other information comprises the Information Included in the Management Discussion and Analysis, Board''s Report including Annexure to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, 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 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. 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.

Management''s Responsibility for the Financial Statements

The Company''s 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, in accordance accounting principles generally accepted in India. Tins 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, management 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives ar¹to 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:

• 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, arid obtain audit evidence that Is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a materia! 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 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 iri place and the operating effectiveness of such controls.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based ori 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 repot t. 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.

Materiality is the magnitude of misstatements in the Financial Statements that, Individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statements may be influenced. We consider quantitative materiality and qualitative factors In (I) planning the scape 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 he thought to bear on our Independence, and where applicable, related safeguards.

Other Matter

The comparative financial statement of the Company for the year ended March 31, 2023, Included in these financial statements, were not audited by us and have been audited by predecessor auditor i.e Ginsh Mangfa & Co. who expressed an unmodified opinion on those financial statements on September 06, 2023.

Report on Other Legal and Regulatory Requirements

I As required by the Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central Government of India 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.

1 As required by Section 143(3) of the Act, based on our audit 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.

lit In our opinion, proper books of account as required hy law have been kept by the Company so far as It appears from our examination of those books except for the matters stated in the paragraph (i)(f) below on reporting under Rule 11(g).

O The Balance Sheet, the Statement of Profit and Loss, Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account.

J) On the basis of the written representations received from the directors as on March 31, 2024 taken onnjcord by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director In terms of Section 164 (2) ot

ei with respect to the adequacy ot the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report In "Annexure B".

\) In our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

g) 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 m accordance with the provisions of Section 197 of the Act.

h) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paraaraph 2(b) above on reporting under Section 143(3)(b) and paragraph (l)(f) below on reporting under Rule 1 t(g)

i) 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, m our opinion and to the best ot our information and according to the explanations given to us:

a) Tfie Company dost not have any pending litigations which would impact its financial position as at March 31, 2024 - Refer Note- 24(i) to the Financial Statements.

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

c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund. - Refer Note- 36 to the Financial Statements

d) (I) 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 Iri writing or otherwise, that the Intermediary shall:

• directly or Indirectly lend or Invest in other persons or entitles identified in any manner whatsoever ("Ultimate Beneficiaries'''') by or on behalf of the Company, or

• provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

(il) 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 writlnq or otherwise, that the Company shall:

• directly or indirectly, lend or invest in other persons or entities Identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party, or

• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries; and

(ill) Based on such audit procedures as 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

e) The Company has not declared/paid any dividend during the year

accounting software for maintaining iL bl ‘f accot 7 ^{Company has usetl}

recortllngauflit trail (edit log) facility and thr«mih ^{wh,eh has a} Mature nf

for all relevant transactions recorded m the sofrZ^f^{5 opara}''^ed throughout the year 35 to the financial statements audit trail f«-,/ ~ ^{oxtepr that}» ^as described in note

oata When using ccrtaTac^ Ganges to

privileged/ administrative access right. ^{f Cerla,n chan}9°^{s mad}e using

April 1. ?023! repordn^undfr''RulHlf^^iheComDa ra ²Â°¹⁴ ''^{S appl,cabte fram} 2014 on preservation of audit trail «’ _DBX°T_f^PyT^{(Audit and} Auditors) Rules, retention Is notappllcahle for the financlafyea/end™^ ^

Por Bhagi Bhardwaj Gaur & Co.

Chartered Accountants

Firms Registration Number: 00/8y5N per Mohit Gupta

Partner

Membership Number 528337 UDIN: 24528337BKDGBK8398

Place: New Delhi Date: July 11, 2024

1

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