Shalby Ltd. இன் முடிவுகள்

Mar 31, 2025

We have audited the accompanying standalone financial
statements of Shalby Limited ("the Company"), which comprise
the Balance Sheet as at March 31,2025, the statement of Profit
and Loss (including other comprehensive income), the statement
of changes in equity and the statement of cash flows for the year
then ended, and a summary of the material accounting policies
and other explanatory information (hereinafter referred to as
"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 Indian
Accounting Standards prescribed under section 133 of the Act
read with the Companies (Indian Accounting Standards) Rules,
2015, as amended, ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the Company
as at March 31,2025, the profit and total comprehensive income,
changes in equity and its cash flows for the year ended on that
date.

Basis for Opinion

We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing specified under
section 143(10) of the Act. Our responsibilities under those
Standards 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 (ICAI) together with the independence
requirements that are relevant to our audit of the standalone
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
ICAI''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 standalone financial statements.

Key Audit Matters

Key audit matters 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 the matters described below
to be the key audit matters to be communicated in our report.

Sr Key Audit Matter	Auditor''s Response
1 Evaluation of uncertain tax positions	Based on our audit procedures, we have conducted a thorough assessment of the
The Company has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome of these disputes.	Company''s uncertain tax positions, which are deemed critical due to their potential impact on the standalone financial statements. Our approach included gaining a comprehensive understanding of the process for identifying tax claims, litigations, and contingent liabilities, alongside testing key controls within this framework. We critically evaluated the Company''s management positions through extensive discussions with Legal Counsel, Head ofTax, and operational management, focusing
Refer Notes 36 to the Standalone	on the probability of success in significant cases and the potential magnitude of
Financial Statements.	losses.
	Furthermore, we examined external legal opinions and other pertinent evidence to corroborate management''s risk assessments concerning legal claims. Additionally, our engagement with tax specialists provided a technical appraisal of the Company''s local tax strategies. Finally, we assessed the disclosures within the standalone financial statements to ensure they appropriately reflect the underlying facts and circumstances of the tax and legal exposures, aligning with relevant accounting standards.
	Based on our comprehensive audit procedures and evaluations conducted, we conclude that management''s determination of the Outstanding Tax Position as at the year-end is reasonable and appropriately disclosed in the standalone financial statements.

Sr	Key Audit Matter	Auditor''s Response
2	Allowance for expected credit loss	The Company exercises significant judgment in assessing and calculating the
	related to trade receivables	Expected Credit Losses (ECL) on Trade Receivables as per the requirement of Ind
	As stated in Note 15, the company	AS 109. Owing to the nature of operations of the Company and related customer
	has determined the allowance for	profiles, for the purpose of expected credit loss assessment of trade receivables,
	credit loss based on historical loss	the Company exercises significant judgement to estimate timing and amount of
	experience which is adjusted to	realization of trade receivables which involves consideration of ageing status, credit
	reflect current and estimated future	information of its customers, historical trends of collection and expected deduction
	economic conditions. The historical	basis past trends.
	loss experience model required	Considering the significant judgement involved, high estimation uncertainty and
	revisions considering the overall	materiality of amounts involved, we have identified allowance for expected credit
	economic conditions and its impact on	loss on trade receivables as a key audit matter.
	the customers'' business operations/	Our audit focused on the allowance for expected credit losses (ECL) on trade
	ability to pay dues. Based on such	receivables, recognizing its significance due to the Company''s reliance on judgment
	analysis the Company has recorded	for assessing and calculating ECL under Ind AS 109. We began by understanding
	an allowance aggregating to ? 134.56	the Company''s process for calculating, recording, and monitoring impairment
	Million as included in Note 15 of the	losses, ensuring adherence to Indian Accounting Standards (Ind AS). Sampling from
	standalone financial statements.	the receivables ageing report, we verified the accurate classification of items by
	We identified allowance for credit	comparing individual entries with supporting documentation. Our analysis delved
	losses as a key audit matter because	into management''s methodology, particularly assessing historical payment
	the Company exercises significant	trends of customers to validate the approach used for determining ECL provision.
	judgment in calculating the expected	This included evaluating whether historical data used for assumptions accurately
	credit losses.	reflected current economic conditions. Additionally, we scrutinized the adequacy and appropriateness of disclosures in the standalone financial statements concerning the provision for expected credit losses and trade receivables. Based on these procedures, we conclude that the management''s determination of the allowance for expected credit losses on trade receivables and the corresponding disclosures in the standalone financial statements are reasonable and compliant with applicable standards.
3	Impairment assessment of carrying	The Company''s equity investments in unlisted wholly owned subsidiaries as of
	value of investments in subsidiaries:	March 31, 2025, amounting to ? 5,082.20 Million, are accounted for at cost (net
	The Company''s equity investments in	of provision) in accordance with Ind AS 27 on ''Separate Financial Statements''.
	unlisted wholly owned subsidiaries	The management conducts an annual impairment assessment for each investment,
	as of March 31, 2025, amounting to	a process deemed critical in our audit of the standalone financial statements.
	? 5,082.20 Million, are a key audit	This assessment involves reviewing the subsidiaries'' business forecasts using a
	matter due to the critical nature of	discounted cash flow valuation model. Management determines the recoverable
	the annual impairment assessment.	amounts based on their estimates of future cash flows and exercises judgment
	Management''s determination	regarding the investees'' performance, including key assumptions related to
	involves reviewing business forecasts	discount and long-term growth rates.
	using a discounted cash flow model,	In our audit procedures, we obtained an understanding of the internal controls
	assessing recoverable amounts based	related to investments, focusing particularly on impairment assessment. We tested
	on future cash flow estimates, and	the operating effectiveness of these controls during the year ended March 31,2025,
	making significant judgments on	and reviewed management''s evaluation of the impairment analysis, including
	investees'' performance and related	the future cash flows used in the valuation model. Additionally, we obtained and
	assumptions. Our audit focused on	reviewed the valuation report on impairment testing prepared for the standalone
	evaluating the effectiveness of internal	financial statements and assessed the fair value certifications provided by
	controls, reviewing management''s	subsidiary auditors. Our engagement of valuation specialists helped us evaluate
	impairment analysis and valuation	the methodologies, impairment calculations, and underlying assumptions applied
	reports, and ensuring the accuracy	by management in the impairment testing process. Furthermore, we evaluated the
	and completeness of disclosures in	appropriateness of disclosures in the standalone financial statements, ensuring
	the standalone financial statements.	their completeness and mathematical accuracy. Based on the audit procedures performed, we conclude that the management''s determination of the amounts and disclosure of investments in subsidiaries as at March 31,2025, is reasonable and consistent with applicable accounting standards. The impairment assessment process was comprehensive, supported by robust internal controls and external validations, providing a reliable basis for financial statement presentation.

Information Other than the Standalone 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 Annual report, but does not include the
standalone financial statements and our auditor''s report thereon.
The Other information is expected to made available to us after the
date of the auditor''s report thereon.

Our opinion on the standalone 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 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.

Management Responsibility 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 financial position, financial
performance, total comprehensive income, changes in equity
and cash flows of the Company in accordance with the Ind AS
and other accounting principles generally accepted in India.
This 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 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, 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 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 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.

• 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
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.

Materiality is the magnitude of misstatements in the standalone
financial statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements

may be influenced. We consider quantitative materiality and
qualitative factors 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 standalone
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 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 standalone 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 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 in
terms of Section 143(11) of the Act, we give in "Annexure
A" a statement on the matters specified in paragraphs 3 &
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.

(c) The Balance Sheet, the Statement of Profit and
Loss (including Other Comprehensive Income), the
Statement of Cash Flows and Statement of Changes
in Equity 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 Indian Accounting
Standards prescribed under Section 133 of the Act,
read with Rule 7 of the Companies (Accounts) Rules,
2015 as amended.

(e) On the basis of the written representations received
from the directors as on March 31, 2025 taken on
record by the Board of Directors, none of the directors
is disqualified as on March 31, 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 the standalone financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure B". Our report expresses an
unmodified opinion on the adequacy and operating
effectiveness of the company''s internal financial
control with reference to standalone financial
statements.

(g) With respect to the other matters to be included
in the Auditor''s Report in accordance with the
requirements of section 197 read with Schedule V to
the Act:

In our opinion and to the best of our information
and according to the explanations given to us, the
company has not paid remuneration to any directors,
hence provisions of section 197 read with Schedule V
to the Act is not applicable to the company.

(h) 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 has disclosed the impact of
pending litigations on its financial position in
its standalone financial statements - Refer Note
no 36 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''s education and
protection fund by the company.

IV. (i) The Management has represented that,

to the best of their 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 person(s) 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;

(ii) The management has represented, that, to
the best of their knowledge and belief, no
funds have been received by the company
from any person(s) or entity (ies), 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

(iii) Based on such audit procedures, nothing
has come to our notice that has caused
them to believe that the representations
under sub-clause (i) and (ii) contain any
material mis-statement.

V. The final dividend paid by the Company during

the year in respect of the same declared for the
previous year is in accordance with section 123
of the Act to the extent it applies to payment of
dividend.

Company has not declared any dividend during
the year.

VI. Based on our examination, which included test
checks, the Company has used an accounting
software for maintaining its books of account for
the financial year ended March 31,2025 which
has 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, except for changes made through
specific access and for direct database changes.
Further, during the course of our audit we did
not come across any instance of the audit trail
feature being tampered with.

As the proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 became applicable from
1^st April, 2023, the reporting under Rule 11(g) of
the Companies (Audit and Auditors) Rules, 2014
regarding the preservation of audit trail as per
the statutory requirements for record retention
is applicable for the financial year ending
March 31, 2025. The Company has preserved
the audit trail in accordance with the applicable
statutory requirements.

For T R Chadha & Co LLP

Firm''s Reg. No-: 006711N \ N500028
Chartered Accountants

Arvind Modi

(Partner)

Place: Ahmedabad Membership No - 112929

Date: 29/05/2025 UDIN: 25112929BMIHYE2051

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Mar 31, 2024

We have audited the accompanying standalone financial statements of Shalby Limited ("the Company"), which comprise the Balance Sheet as at 31^st March 2024, the statement of Profit and Loss (including other comprehensive income), the statement of changes in equity and the statement of cash flows for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "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 Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2024, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those Standards 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 (ICAI) together with the independence requirements that are relevant to our audit of the standalone 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 ICAI''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 standalone financial statements.

Key Audit Matters

Key audit matters 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 the matters described below to be the key audit matters to be communicated in our report.

Sr Key Audit Matter	Auditor''s Response
1 Evaluation of uncertain tax positions	Based on our audit procedures, we have conducted a thorough
The Company has material uncertain tax positions including	assessment of the Company''s uncertain tax positions, which are
matters under dispute which involves significant judgment	deemed critical due to their potential impact on the standalone and
to determine the possible outcome of these disputes.	consolidated financial statements. Our approach included gaining a comprehensive understanding of the process for identifying
Refer Notes 36 to the Standalone Financial Statements.	tax claims, litigations, and contingent liabilities, alongside testing key controls within this framework. We critically evaluated the Company''s management positions through extensive discussions with Legal Counsel, Head of Tax, and operational management, focusing on the probability of success in significant cases and the potential magnitude of losses.
	Furthermore, we examined external legal opinions and other pertinent evidence to corroborate management''s risk assessments concerning legal claims. Additionally, our engagement with tax specialists provided a technical appraisal of the Company''s local tax strategies. Finally, we assessed the disclosures within the financial statements to ensure they appropriately reflect the underlying facts and circumstances of the tax and legal exposures, aligning with relevant accounting standards.

Sr	Key Audit Matter	Auditor''s Response
Based on our comprehensive audit procedures and evaluations conducted, we conclude that management''s determination of the Outstanding Tax Position as at the year-end is reasonable and appropriately disclosed in the financial statements.
2	Allowance for expected credit loss related to trade receivables As stated in Note 15, the company has determined the allowance for credit loss based on historical loss experience which is adjusted to reflect current and estimated future economic conditions. The historical loss experience model required revisions considering the overall economic conditions and its impact on the customers'' business operations/ability to pay dues. Based on such analysis the Company has recorded an allowance aggregating to ? 131.22 Million as included in Note 15 of the standalone financial statements. We identified allowance for credit losses as a key audit matter because the Company exercises significant judgment in calculating the expected credit losses.	The Company exercises significant judgment in assessing and calculating the Expected Credit Losses (ECL) on Trade Receivables as per the requirement of Ind AS 109. Owing to the nature of operations of the Company and related customer profiles, for the purpose of expected credit loss assessment of trade receivables, the Company exercises significant judgement to estimate timing and amount of realization of trade receivables which involves consideration of ageing status, credit information of its customers, historical trends of collection and expected deduction basis past trends. Considering the significant judgement involved, high estimation uncertainty and materiality of amounts involved, we have identified allowance for expected credit loss on trade receivables as a key audit matter.
		Our audit focused on the allowance for expected credit losses (ECL) on trade receivables, recognizing its significance due to the Company''s reliance on judgment for assessing and calculating ECL under Ind AS 109. We began by understanding the Company''s process for calculating, recording, and monitoring impairment losses, ensuring adherence to Indian Accounting Standards (Ind AS). Sampling from the receivables ageing report, we verified the accurate classification of items by comparing individual entries with supporting documentation. Our analysis delved into management''s methodology, particularly assessing historical payment trends of customers to validate the approach used for determining ECL provision. This included evaluating whether historical data used for assumptions accurately reflected current economic conditions. Additionally, we scrutinized the adequacy and appropriateness of disclosures in the financial statements concerning the provision for expected credit losses and trade receivables. Based on these procedures, we conclude that the management''s determination of the allowance for expected credit losses on trade receivables and the corresponding disclosures in the financial statements are reasonable and compliant with applicable standards.
3	Impairment assessment of carrying value of investments in subsidiaries: The Company''s equity investments in unlisted wholly owned subsidiaries as of March 31, 2024, amounting to ? 4,324.93 Million, are a key audit matter due to the critical nature of the annual impairment assessment. Management''s determination involves reviewing business forecasts using a discounted cash flow model, assessing recoverable amounts based on future cash flow estimates, and making	The Company''s equity investments in unlisted wholly owned subsidiaries as of March 31,2024, amounting to ? 4,324.93 Million, are accounted for at cost (net of provision) in accordance with Ind AS 27 on ''Separate Financial Statements''. The management conducts an annual impairment assessment for each investment, a process deemed critical in our audit of the standalone financial statements. This assessment involves reviewing the subsidiaries'' business forecasts using a discounted cash flow valuation model. Management determines the recoverable amounts based on their estimates of future cash flows and exercises judgment regarding

Sr Key Audit Matter			Auditor''s Response
significant judgments on investees'' performance and related assumptions. Our audit focused on evaluating the effectiveness of internal controls, reviewing management''s impairment analysis and valuation reports, and ensuring the accuracy and completeness of disclosures in the standalone financial statements.			the investees'' performance, including key assumptions related to discount and long-term growth rates. In our audit procedures, we obtained an understanding of the internal controls related to investments, focusing particularly on impairment assessment. We tested the operating effectiveness of these controls during the year ended March 31,2024, and reviewed management''s evaluation of the impairment analysis, including the future cash flows used in the valuation model. Additionally, we obtained and reviewed the valuation report on impairment testing prepared for the standalone financial statements and assessed the fair value certifications provided by subsidiary auditors. Our engagement of valuation specialists helped us evaluate the methodologies, impairment calculations, and underlying assumptions applied by management in the impairment testing process. Furthermore, we evaluated the appropriateness of disclosures in the standalone financial statements, ensuring their completeness and mathematical accuracy.
			Based on the audit procedures performed, we conclude that the management''s determination of the amounts and disclosure of investments in subsidiaries as at March 31,2024, is reasonable and consistent with applicable accounting standards. The impairment assessment process was comprehensive, supported by robust internal controls and external validations, providing a reliable basis for financial statement presentation.

Information Other than the Standalone 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 Annual report, but does not include the standalone financial statements and our auditor''s report thereon. Our opinion on the standalone 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 and in doing so, consider whether the other information is materially inconsistent with the Standalone 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 Responsibility 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 financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This 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 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, 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 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:

• I dentify 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 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.

• 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 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.

• 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.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors 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 standalone 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 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 consolidated 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 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 in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 & 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) I n our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and Statement of Changes in Equity 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 Indian Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015 as amended.

(e) On the basis of the written representations received from the directors as on 31stMarch, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 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 with reference to the financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the company''s internal financial control with reference to financial statements.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197 read with Schedule V to the Act:

In our opinion and to the best of our information and according to the explanations given to us, the company has not paid remuneration to any directors, hence provisions of section 197 read with Schedule V to the Act is not applicable to the company.

(h) 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 has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note no 36 to the 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''s education and protection fund by the company.

IV. (i) The Management has represented that,

to the best of their knowledge and belief, other than as disclosed in the Note 52 to the financial statements, 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(s) 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;

(ii) the management has represented, that, to the best of their knowledge and belief, no funds have been received by the company from any person(s) or entity (ies), 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

(iii) Based on such audit procedures, nothing has come to our notice that has caused

them to believe that the representations under sub-clause (i) and (ii) contain any material mis-statement.

V. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

As stated in Note 19 to the standalone financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

VI. Based on our examination, which included test checks, the Company has used an accounting software for maintaining its books of account for the financial year ended March 31,2024 which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software, except that no audit trail was enabled

at the database level for accounting software to log any direct changes.

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

Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from 1^st April, 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31^st March, 2024.

For T R Chadha & Co LLP

Firm''s Reg. No.: 006711N \ N500028 Chartered Accountants

Brijesh Thakkar

(Partner)

Place: Ahmedabad Membership No - 135556

Date: 28/05/2024 UDIN: 24135556BKABDD5699

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Mar 31, 2023

Shalby Limited

Report on the Audit of the Standalone Financial Statements

Auditor''s Opinion

We have audited the accompanying standalone financial statements of Shalby Limited ("the Company"), which comprise the Balance Sheet as at 31^st March 2023, the statement of Profit and Loss (including other comprehensive income), the statement of changes in equity and the statement of cash flows for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "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 Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2023, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those Standards 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 (ICAI) together with the independence requirements that are relevant to our audit of the standalone 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 ICAI''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 standalone financial statements.

Key Audit Matters

Key audit matters 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. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditors'' responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements..

Sr. Key Audit Matter	Auditor''s Response
1. Evaluation of uncertain tax positions	We evaluated the related accounting policy for provisioning for tax
The Company has material uncertain tax positions including	exposures and found it to be appropriate. We have obtained details
matters under dispute which involves significant judgment	of completed tax assessments and demands upto the year ended
to determine the possible outcome of these disputes.	March 31,2023 from management. We evaluated auditee''s response / opinion taken from various tax experts by auditee to challenge
Refer Notes 37 to the Standalone Financial Statements.	the underlying assumptions in estimating the tax provision and the possible outcome of the disputes. We also considered legal precedence and other rulings in evaluating management''s position on these uncertain tax positions. Additionally, we considered the effect of new information in respect of uncertain tax positions as at March 31, 2023 to evaluate whether any change was required to management''s position on these uncertainties. We evaluated the adequacy of disclosures in the financial statements.

Sr.	Key Audit Matter	Auditor''s Response
2.	Migration of ERP System During the previous year, company has migrated its accounting software from "Tally" to "SAP". The implementation of a new system has an inherent risk of loss of integrity of key data being migrated, and the breakdown in operation or monitoring of IT dependent controls within critical business processes such as patient billing, procurement and recording of transaction, which could lead to financial errors or misstatements and inaccurate financial reporting. The Company''s financial accounting and reporting systems are heavily dependent on the new system and there is a risk that automated accounting procedures and related IT dependent manual controls are not designed and operating effectively.	Based on the above procedures performed, the results of management''s assessment were considered to be consistent with the outcome of our procedures. We have reviewed the accounting software migration process and Information Technology General Procedures Controls (ITGC) with the assistance of IT audit specialists, our procedures included: Testing general IT controls around system access, change management and computer operations within specific applications pertinent to the financial statements by assessing appropriate policies are in place and adhered to by inspecting supporting evidence. Also assessed the operation of controls over changes or transactions being recorded in the systems and testing manual compensating controls, such as reconciliations between systems and other information sources, through reperformance or inspection. We reviewed the management''s planning and processes around systems migration in order ascertain how controls in existing information systems are mapped into new information systems. We also independently tested completeness, validity and accuracy of transaction and master data migrated to new accounting software. Where general IT controls and compensating manual controls were inadequate or ineffective, we performed additional substantive testing, such as using extended sample sizes and performing data analysis routines over impacted accounts to test the integrity of the transactional level data that is flowing into the Company''s financial statements. Our procedures did not identify any material exceptions.
3.	Allowances for credit losses relating to Trade Receivables As stated in Note 15, the company has determined the allowance for credit loss based on historical loss experience which is adjusted to reflect current and estimated future economic conditions. The historical loss experience model required revisions considering the overall economic conditions and its impact on the customers'' business operations/ability to pay dues. Based on such analysis the Company has recorded an allowance aggregating to '' 130.52 Million as included Note 15 of the standalone financial statements. We identified allowance for credit losses as a key audit matter because the Company exercises significant judgment in calculating the expected credit losses.	We performed the following key audit procedures: 1. We tested the design and implementation and operating effectiveness of controls over (a) development of methodology for the allowance for credit losses, including consideration of the overall economic conditions (b) completeness and accuracy of information used in estimation of the probability of default (c) computation of the expected credit loss allowances. 2. For a sample of customers under each category, verified publicly available credit reports and other information relating to the Company''s customers to test if the Management had correctly considered the adjustments to credit risk. 3. Recomputed the expected credit loss allowance considering the above determined input data and compared the amounts so recomputed with the amounts recorded by the Management to determine if there were any material differences individually or in the aggregate.

information Other than the Standalone 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 Annual Report but does not include the standalone financial statements and our auditor''s report thereon. Our opinion on the standalone 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 and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in 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 Responsibility 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 financial position, financial performance, total 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 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This 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 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, 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 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:

• I dentify 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 Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of 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.

• 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 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 consolidated 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 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 in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 & 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) I n our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and Statement of Changes in Equity 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 Indian Accounting Standards prescribed under Section 133 of the Act, (Indian Accounting Standards) Rules, 2015, as amended.

(e) On the basis of the written representations received from the directors as on 31^st March, 2023 taken on record by the Board of Directors, none of the directors are disqualified as on 31^st March, 2023 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 the financial statements of the Company and the operating effectiveness of such controls, refer to our sepa rate Report in "Annexure B".

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section Schedule V to the Act, as amended:

I n our opinion and to the best of our information and according to the explanations given to us, no remuneration has been paid by the Company to its directors during the year.

(h) 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 has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note no 37 to the 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''s education and protection fund by the company.

IV. (i) The Management has represented that, to the best of their knowledge and belief, other than as disclosed in the Note 52 to the financial statements, 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(s) 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;

(ii) the management has represented, that, to the best of their knowledge and belief, no funds have been received by the company from any person(s) or entity (ies), 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

(iii) Based on such audit procedures, we 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) above contain any material misstatement.

V. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

As stated in Note 20 to the standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

VI. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from 1st April, 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31st March, 2023.

For T R Chadha & Co LLP

Firm''s Reg. No: 006711N \ N500028 Chartered Accountants

Brijesh Thakkar

(Partner)

Place: Ahmedabad Membership No: 135556

Date: May 18, 2023 UDIN: 23135556BGUWVV7683

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Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of SHALBY LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Change in Equity for the year then ended and a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘Ind AS financial statements’).

Management’s Responsibility for the Standalone Ind AS 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 and presentation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with relevant Rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records in accordance with the provision 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 standalone Ind AS 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 standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give true and fair view 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 Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on standalone Ind AS financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 including Ind AS, of the financial position of the company as at March 31, 2018 and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order 2016 (“the Order”) issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, we give in the “Annexure - A”, a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 appears from our examination of those books.

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

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rules issued thereunder.

(e) On the basis of written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 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, refer to our separate report in “Annexure B”; and

(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 in our opinion and to the best of our information and according to the explanations given to us :

(i) The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 38 to the standalone Ind AS financial statements.

(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 which were required to be transferred to the Investor Education and Protection Fund by the Company.

(i) (a) In our opinion and according to information and explanation given to us, the Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) The fixed assets of the Company are physically verified by the management according to phased program designed to cover all the items once in period of three years which in our opinion is reasonable having regard to the size of the Company and nature of its assets. Pursuant to program, a physical verification of buildings and vehicles were carried out during the year by the management and no material discrepancies between the book records and physically inventory have been noticed.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company provided to us, the title deeds of immovable properties are held in the name of the Company except freehold land and leasehold land aggregate amounting to Rs.719.63 million acquired pursuant to schemes of amalgamation in the nature of merger which is pending for registration in the name of the Company. Further as per information and explanations given to us all the existing buildings of the Company are either constructed on freehold / leasehold land or acquired pursuant to scheme of amalgamation in the nature of merger.

(ii) According to information and explanation given to us, the Management of the Company has conducted physical verification of inventory at the year end and no material discrepancies were noticed on such physical verification during the year.

(iii) The Company has not granted any secured / unsecured loan to any parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of Clause 3(iii) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans, investments, guarantees and securities.

(v) According to information and explanations given to us, the Company has not accepted any deposits as defined in The Companies (Acceptance of Deposits) Rules 2014. Accordingly, the provisions of Clause 3(v) of the Order are not applicable to the Company.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to rules made by the Central Government. We are of the opinion that prima facie the prescribed accounts and records have been maintained and being made. We have not, however, made a detailed examination of these records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues and Company had no arrears of such outstanding statutory dues as at March 31, 2018 for a period more than six months from the date they became payable.

(b) According to the information and explanations given to us, the company has no disputed outstanding statutory dues as at March 31, 2018 other than stated below:

(Rs. in Million)

Name of the Statute	Nature of the Dues	Disputed Amount Rs. in Million	Period to which the amount relates	Forum where dispute is pending	Remarks
Sales Tax	Demand Notice issued by Sales Tax Department	52.61	F. Y. 2009-10	Assistant Commissioner of Sales Tax	Against the disputed liability as per the management representation and the expert advice obtained by company, the contingent liability is Rs.5.42 million
Sales Tax	Demand Notice issued by Sales Tax Department	63.13	F. Y. 2010-11	Assistant Commissioner of Sales Tax	Against the disputed liability as per the management representation and the expert advice obtained by company, the contingent liability is Rs.2.02 million.
Sales Tax	Demand Notice issued by Sales Tax Department	74.91	F. Y. 2011-12	Assistant Commissioner of Sales Tax	Against the disputed liability as per the management representation and the expert advice obtained by company, the contingent liability is Rs.1.82 million.
Sales Tax	Demand Notice issued by Sales Tax Department	91.9	F. Y. 2012-13	Assistant Commissioner of Sales Tax	Against the disputed liability as per the management representation and the expert advice obtained by company, the contingent liability is Rs.1.96 million.
Sales Tax	Demand Notice issued by Sales Tax Department	101.26	F. Y. 2013-14	Assistant Commissioner of Sales Tax	Against the disputed liability as per the management representation and the expert advice obtained by company, the contingent liability is Rs.2.94 million.
Tax Deducted at	Demand Notice issued by Tax	105.88	A. Y. 2014-15	CIT (A)	Against the disputed liability as per the management representation, the contingent

(viii) According to the information and explanations given to us, the Company has not defaulted in the repayment of loans and borrowings to financial institutions, banks, government or dues to debenture holders during the year.

(ix) The Company has raised moneys by way of initial public offer during the year. The same have been applied for the purposes for which they have been obtained.

(x) According to the information and explanations given to us, no fraud by company or any fraud on the company by its officers and employees have been noticed or reported during the year.

(xi) According to the information and explanations give to us, the Company has not paid/provided for managerial remuneration during the year. Accordingly, the provisions of Clause 3(xi) of the Order are not applicable to the Company.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of act where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on examination of records of the Company provided to us, during the current financial year the Company has made preferential allotment / private placement of fully paid equity shares and the fund so raised have been used for the purposes for which they were raised.

(xv) According to the information and explanations given to us, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting SHALBY LIMITED (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s 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 Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s 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 company’s 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 March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

FOR G. K. CHOKSI & CO.

[Firm Registration No. 101895W]

Chartered Accountants

J. D. PATEL

Place : Ahmedabad Partner

Date : May 7, 2018 Mem. No. 32780