Auditor Report of Sheshadri Industries Ltd.

Mar 31, 2024

We have audited this financial statements of SHESHADRI INDUSTRIES LIMITED (“the Company”), which comprise
the balance sheet as at 31 st March 2024, the statement of Profit and Loss, statement of cash flows for the year then
ended, and notes to the fi nancial statements, including a summary of significant accounting policies and other explan atory
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 conformity with the accounting principles generally accepted in India including the Accounting
Standards prescribe d under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2006, as
amended, (AS), of the state of affairs of the Company as at March 31,2024, its loss and its cash flows for the year ended
on that date.

Basis for Qual ified O pinion

No provision is made in the books of account for the interest payable on outstanding unpaid statutory dues of Tax
deducted at source up to the date to an extent of Q 37.80 lakhs (including arrears of 23.26 lakhf up to March 31,2063)

Consequent to the above the profit for the year is overstated by Q 14.54 lakhs , and current liabilities are under^- stated by
? 37.80 lakhs.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the
Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilitiss
for the Audit oh the Financial Statements section of our report. We are independent of the Company in accordance with
the Code nf Ethics issued by the Institute of Chartered Accountants of India together with the ethical requiremhhts that
are relevant toour audit of the 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 evidencewe have obtained is sufficient and appropriate to provide a basis for our qualified opinion on the
financial statem ents.

Key Audit Matters

Key Audit Matters (‘KAM'') are those matters that, in our professional judgement, were of most significance in our audit of
the financial statements or the current period. These matters were addressed in the context of our audit of thefinancial
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 be communicated in our report.

Other Information

The Company’s Board of¹ Direhtors is responsible for the other information. The other information compriaes tire
information included in the company''s annual report but does not include the financial stafements and our auditor''s
report thereon.

Our opinion on the financial statem ents 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, consieler whether such other information is materially inconsistent with the financicl statements, or our knowledge
obtainedin the ahdit or otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude t^dat there is a material misstatement of this other information, we are required to report that fact. We have
nothing to report in this fegard.

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013
(“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial
posifion, financial performance, and cash flows of the Company in accordance with the accounti ng p r inciples 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.

In preparing the financial statements, management is responsible for assessing the Company''s aloility t:o 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.

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

Auditor’!: 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^- aue to eraud or error, and to issue an auditor''s report that includes our opinion. Reasonable
assurance is a high level of assueance brut 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken oy the
basis of thesefinanci al statements.

As part oOan audit in accordance with Standards on Auditing, 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,
misrep resentations, or the override of internal control.

> Obtain an uaderstandiag of internal controls relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section I43(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 management''s use of the going concern basis of accounting and, based can
the audit evidence obtained, whether a material uncertainty exists related to events or canditions 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 ter draw attention in our auditor''s report to the related disclosuresin 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 ofour 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 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 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 commu nicated 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 (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, 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) Except: for the effects of the matter described in the basis for qualified opinion we have sought and obtained
allthe information and explanations which to the best of our knowledge and belie^u were necessary for the
purposes ot our audit.

(b) In our opinion, Except for t^re effects of the matter described in the basis for qualified opinion and for the
matters stated in the paragraph 2(i)(vi) below on reporting under Rule11(g) of the Companies (Audit and
Auditors) Rules, 2014., proper books of account as required byltw have been kefht bythe 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, Except for the effects of the matter described in the basis for qualified opinion, the aforesaid
financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with
Rule 1 of the (Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March 2024 taken on record
bythe Board of Directors, none of the directors is disqualified as on 31st March 2024 from being appointed as
a director in terms of Section 164 (2) of the Act.

(f) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated
in the paragraph 2(b) above on reporting under Section I43(3)(b) of the Act and paragraph 2(i)(vi) below can
report ing under Rule II (g) of the Companies (Audit and Auditors) Rules, 2014.

(g) With rerpect 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 Repoet i n “Annexure B.”

(hi) With tespect to the other matters to be included in the auditor''s report in accordance with the requirements
of section I ^u1(I6) of the Act, as amended, in our opinion and to the best of our in formation and accorditg to
the nxplanations given to us, the remuneration paid by the company to its Managing Director during tte year
isin accordance with the provisions of Section 191 of the Act.

(i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule II o⁰ rhe
Companies pAudit and Auditors) Rules, 20I4, in our opinion and to the best of ourinformation and according
ter the explanations given ter us:

i. The (Company has discloseU the impact of pending litigations on its financial position in its financial
statements - Refer Note 22 ter the financial statements

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

it. There were to amounts which were required to be transferred to the Investor Education and Protection
Fund by the Company

iv. a. The Management has represented that, to the best of its knowledge and belief, no funds pwhich are
material either individually or in the aggregate) have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources or kind of funds) by the Company to
or in any other person or entity, including foreign entity (“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 (which are
material either individually or in the aggregate) have been received by the Company from any person
or^- entity, including foreign entity (“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 the 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 (i) and (ii) of Rule 11(e), as provided under (a) and (b) abone, contain any material
misstatement.

v. The company has not declared or paid any dividend during the year and has not proposed final dividend
for the year.

vi. Based on our examination which included test checks, the company has used accounting software for
maintaining its books of account which has a feature of recording audit trail(edit log) facility. However,
the same is not enabled during the year.

for K S. Rao & CO;

Chartered Accountants
Firm''s Registratio n Number: 003 109S
(V. VENKATESWARA RAO)

Place : Hyderabad Partner

Date :May 28, 2024 Membership Number:219209

UDIN:24219209BKATSV8842

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Mar 31, 2014

We have audited the accompanying financial statements of SHESHADRI INDUSTRIES LIMITED, SECUNDERABAD ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

Management is responsible for 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 Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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.

Auditor''s Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. 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.

In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014;

b. in the case of the Statement of Profit and Loss , of the profit for the year ended on that date; and

c. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have 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 appears from our examination of those books ;

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441 A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph 3 of our report of even date,

1. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. As explained to us, the management has physically verified most of the fixed assets during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of the assets. No material discrepancies were noticed on such verification.

c. The fixed assets disposed off during the year are not substantial and hence it has not affected the going concern status of the Company

2. a. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification between the physical stocks and book records were not material.

3. The Company has not taken/granted any loans, secured or unsecured to Companies, firms or other parties covered in he Register maintained under Section 301 of the Act. Hence, provisions of clause (iii), (b), (c), (d), (f) and (g) of paragraph 4 are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and with regard to sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. a) In our opinion and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register to be maintained under that section. b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public. Hence the provisions of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable.

7. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of Textiles and are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. a) According to the records the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and Cess were in arrears, as at 31st March, 2014.

c) According to the records of the Company and the information and explanations given to us, the dues of sales tax, Income Tax, Customs Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited on account of any dispute are as follows :

Sl. Nature of the Nature of the Amount Period to No Statute Dues (Rs) which the amount relates (Financial Year)

1 M.P. Sales Tax Act Sales Tax dues 3,39,773/- 2003-2004

2 M.P. Sales Tax Act Sales Tax dues 7,25,736/- 2004-2005

5 Customs Act, 1962 Interest on 20,32,054/- 2003-2004 Customs Duty

6. Customs Act, 1962 Customs Duty 16,14,454/- 2002-2003

Sl. Nature of the Forum where dispute is No Statute pending 1 M.P. Sales Tax Act Deputy Commissioner (Appeal) Sales Tax, Bhopal, Madhya Pradesh.

2 M.P. Sales Tax Act Deputy Commissioner (Appeal) Sales Tax, Bhopal, Madhya Pradesh.

5 Customs Act, 1962 Hon''ble High Court, Jabalpur, Madhya Pradesh

6. Customs Act, 1962 Tribunal CESAT, New Delhi

10. The Company has accumulated losses (Transferred from Suryavanshi Spinning Mills Limited on 01.04.2013 (Appointed Date) pursuant to the Scheme of Demerger) at the end of the financial year. The Company has not incurred cash losses during the financial year covered by our audit. The Company incurred cash loss immediately in the preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institutions and banks.

12. The Company has not granted loans and advances on basis of security by way of pledge of shares, debentures and other securities.

13. The company is neither a chit fund nor a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the above referred Order are not applicable to the company.

14. The Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company

15. According to the information and explanations given to us,the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanations given to us the term loans were applied for the purpose for which the loans were obtained.

17. In our opinion and according to the information and explanations given to us the funds raised on short-term basis have not been used for long-term investment.

18. During the year, the Company has made 41000 equity shares of Rs. 10/- each preferential allotment of shares to parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. During the year, the Company has not issued any debentures and therefore the question of creating security or charge in respect thereof does not arise.

20. During the year, the Company has not made any public issue and therefore the question of disclosing the end use of money raised by public issue does not arise.

21. Based upon the audit procedures performed and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

for K.S.RAO & CO. Chartered Accountants. Firm''s Regn. No.000513S

(V.V.RAO) Place: Hyderabad Partner Date: September 03, 2014 Membership No.015850