ಅಡಿಟರ್ಸ್ ರಿಪೋರ್ಟ್Shanti Gold International Ltd.

Mar 31, 2024

We have audited the financial statements of SHANTI GOLD international limited
("the Unlisted Public Company"), which comprise the Balance Sheet as at March 31^st 2024,

Profit and Loss statement, cash flow statement for the period then ended, and notes to the
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, as
amended (''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 March 31, 2024, its profit / loss A/c, its cash flow for the period ended on that date.

Basis for Opinion

We conducted our audit in accordance with the standards on auditing specified under section
143 (10) of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the auditor''s responsibilities for the audit of the financial statements section of our
report. We are independent of the Company in accordance with the code of ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that are
relevant to our 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 evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current period. Those 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 that there are no Key Audit matters to communicate in our report. -

Description of Key Audit Matters:

• Uncertain tax positions Direct and Indirect Taxes:

Key Audit Matters	How was the matter addressed in our audit
The Company has uncertain tax matters pending litigations under direct tax and	Our audit procedures included the following:
various indirect tax laws. The litigation	•	Obtained details of uncertain tax position
involves significant judgement to determine		and gained understanding thereof;
the possible outcome based on which
accounting treatment is given to the	•	Obtained details of completed tax
disputed amount.		assessments and also demands raised;
These matters are considered to be key audit	•	Read and analysed relevant
matter given the magnitude of potential outflow of economic resources and		communication with authorities;
uncertainty of potential outcome.	•	Considered the legal advice obtained by the management on possible outcome of
(Refer Note No 1(F) of “Notes forming part of financial statements for financial year 2023-2024")		the litigation;
	•	Discussed with senior management and evaluated management''s assumptions regarding provision made;
	•	Assessed the disclosures in accordance with the requirements of Accounting Standard (AS) 29 on "Provisions, Contingent Liabilities and Contingent Assets"

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

The Company''s Board of Directors is responsible for the other information. The other information
comprises the information included in the Annual report, but does not include the Financial Statements
and our auditor''s report thereon. Our opinion on the Financial Statements does not cover the other
information and we do not express any form of assurance conclusion thereon. In connection with our
audit of the Financial Statements, our responsibility is to read the other information and, in doing so,
consider whether such other information is materially inconsistent with the financial statements, or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work
we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard. •

Responsibilities of Management for the Financial Statements

The Company s 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 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

statement that give a true and fair view and are free from material misstatement, whether due
to fraud or error.

In preparing the financial statements, the 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 the management either

intends to liquidate the company or to cease operations, or has no realistic alternative but to do
so.

The management is responsible for overseeing the company''s financial reporting process.
Auditor''s 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
auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.

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

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

b. Obtain an understanding of internal control relevant to the audit in order to design. audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
company has adequate internal financial controls system in place and the operating
effectiveness of such controls.

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

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

, report. However, future events or conditions may cause the Company to cease to
continue as a going concern.

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

Materiality is the magnitude of misstatements in the financial statements that, individually or in
aggregate, makes it probable that the economic decisions of the users of the financial
statements may be influenced. We consider quantitative materiality a quantitative factor in (i)
planning the scope of our audit work and in evaluating the results of our work and (ii) to evaluate
the effect of any identified misstatements in the financial statements.

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

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

From the matters communicated with those charged with the governance, we determine those
matters that were of most significance in the audit of the financial statements of the 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 communicated in out
report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Other Matters:-

The financial statements of the company for the year ended 31^st march, 2023 have been audited
by the predecessor auditors. The report of the predecessor auditors dated 29^th August, 2023
expressed an unmodified opinion.

Report on Other Legal and Regulatory Requirements

1. As required by Companies (Auditor''s Report) Order, 2020 ("the Order") issued by the Central
Government in terms of section 143 (11) of the Act, we give in the "Annexure A" a statement on
the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. •

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations, Except for the possible
effects of the matter described in the Note 2 g vi) below, which to the best of our knowledge
and belief were necessary for the purpose of our audit;

b) In our opinion, Except for the possible effects of the matter described in the Note 2 g vi) below,
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, Statement of Profit & Loss and Cash flow statement dealt by this
'' Report are in agreement with the books of account.

d) In our opinion, Except for the possible effects of the matter described in the Note 2 g vi) below,
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.

e) On the basis of the written representations received from the directors as on 31st March,
2024 taken on record by the 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) With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, please refer to our
separate report in "Annexure B". Our report expresses unmodified opinion on the
adequacy and operating effectiveness of the Company''s internal financial controls over
financial reporting.

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

i. The Company does not have any pending litigations as at 31 March 2024 except as
disclosed in notes to accounts that can materially impact its financial position.

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

iii. The Company is not required to transfer any amount to the Investor Education and
Protection Fund.

iv. a) The management has represented that, to the best of its knowledge and belief, no funds

have been advanced or loaned or invested (either from borrowed funds or share premium
or any other sources or kind of funds) by the company to or in any other persons or entities,
including foreign entities ("Intermediaries"), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend, or
invest in other persons or entities identified in any manner whatsoever by or on behalf of
the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries; -

b) The management has represented that, to the best of its knowledge and belief, no
funds have been received by the company from any persons or entities, including foreign
entities ("Funding Parties"), with the understanding, whether recorded in writing or
otherwise, that the company shall, whether, directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries; and

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

v. . The company has not declared or paid any dividend during the year.

vi. Based on our examination, which included test checks, the Company has used
accounting software for maintaining its books of account for the financial year
ended March 31,2024 which did not 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 software''s. Hence we are unable to comment under Rule 11(g) of
The Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April 2023, on
audit trail feature of the said software.

For J.Kala & Associates

Chartered Accountants

Firm Reg. No^lS^69W

CA Hiral Mehta

PARTNER

Membership No. 149085
Place; Mumbai
Date: 2^nd September 2024