We have audited the accompanying financial statements of Jonjua Overseas
Limited (“the Company”), which comprises the Balance Sheet as at March 31,
2024, the Statement of Profit and Loss (including Other Comprehensive Income),
the Cash Flow Statement and the Statement of Changes in Equity for the year then
ended, and a summary of significant accounting policies and other explanatory
information. (Here in alter referred to as “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 (“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, 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 financial statements in accordance with the
Standards on Auditing (SA’s) 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 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 Financial
statements under the provisions of the Act and the Rules made there under, 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 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 financial statements of the current period. These
matters were addressed in the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. We have determined the matters described below to be
the key audit matters to be communicated in our report:

Information Other Than the Financial Statements and Auditor’s Report
T hereon

The Company's Board of Directors is responsible for the preparation of the other
information. The other information comprises the information included in the
Management Discussion and Analysis, Director’s Report including Annexure(s) to
Director's Report. Business Responsibility Report, Corporate Governance and
Shareholder's Information, but does not include the financial statements and our
Auditor's Report thereon.

Our opinion on the financial statements does not cover the other information and
we do not express any f orm of assurance conclusion thereon.

In connection with our audit of theflWWfciaf;statements, our responsibility is to read

(bYChandig-i'h ]^iJ> I

. V othc? information and. in doing so. consider whether the other information is
••.arena ' inconsistent with the financial statements or our knowledge obtained
d; .mg the course of our audit or otherwise appears to be material!) misstated.

If. based on the work we ha\e performed. we conclude that there is a material
nissutemem of this other intdnnation; we are required to report that tact. We have
•othing to report in this regard.

'lana^cmonfs Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in section
• of the Act w ith respect to the preparation of these financial statements that
ci\e a true and fair view of the financial position, financial performance, total
comprehensive income, changes in equity and cash Hows ot the Company in
accordance with the lnd AS and other accounting principles generally accepted in
India. This responsibility also includes maintenance of adequate accounting records
in accordance w ith 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 andestimates
that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the
accurac\ and completeness of the accounting records, relevant to the preparation
and presentation of the financial statements that give a true and fair view and are
free from material misstatement, whether due to Iraud or error.

In preparing the financial statements, management is responsible for assessing the
Compaq's ability to continue as ^>ncern, disclosing, as applicable, matters

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related tv' going concern and vising live going concern basis ol accounting unless
management cithct intends to liquidate the fompanv or to cease operations, or has
no realistic alternative but tv' vlo no

l lie Hoard of directors are responsible for overseeing the (. ompanv s
financial reporting piwess

Viulitor's Responsibilities for the \mlit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole arc live from material misstatement, whether due to fraud or
error, and tv' issue an auditor's report that includes our opinion. Reasonable
assurance is a high level ot 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. indiv iduallv or in the aggregate, tltcv 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. Weulso:

• 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. Ihe risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may invoLvvg'.-so^h^ion. forgery, intentional omissions.

misrepresentations, or the override of intcmalcontrol.

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

• 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
suchdisclosures are inadequate, to modify our opinion.Ourconclusions 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 financial
statements, including the disclosures, and whether the financial statements represent
the underlying transactions and events in a manner that achieves fail-presentation.

Materiality is the magnitude of misstatements in the financial statements that
individually or in aggregate, m^fc^ibahle that theeconomic decisions of a

reasonably knowledgeable user of the financial statements may be influenced.
Weconsider quantitative materiality andqualitative 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 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 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 suchcommunication.

Report on Other Legal and Regulatory i^auiiements

\> required b> section 143 (3) ot the Act. we reportthat:

a We ha\e sought and obtained all the information and explanations which to
the best ot our knowledge and belief were necessary for the purpose ot our
audit.

> b i In our opinion, proper books of account as required by law have been kept
?> the Company so far as it appears from our examination of thosebooks:

< c • The Balance Sheen Statement of Profit and Loss including Other
Comprehensive Income, the Cash Flow Statement and Statement of Changes
in Equity dealt with b> this Report are in agreement with the books
ofaccount:

id» In our opinion, the aforesaid Financial Statements comph with the Indian
Accounting Standards specified under section 133 of the Act. read w ith Rule
~ of the Companies (Accounts) Rules.2014.
lei On the basis of written representations received from the directors as on
March 31. 2024 taken on record b> the Board of Directors, none of the
directors is disqualified as on March 31. 2024, from being appointed as a
director in terms of section 164 (2) of theAct.
tf) With respect to the adequacy of the internal financial controls over financial
reporting of the Compam and the operating effecti\ eness ot such controls,
refer to our separate Report in "Annexure A". Our report expresses an
unmodified opinion on the adequacx and operating effecti\eness ot the
Company’s internal financial controls over financial reporting.

(g) With respect to the other matters in the Auditor's Report in

N \

accordance with the requirements of section 197( 16) of the Act. as amended.
No remuneration is beine paid by the Company to its directors during the
\ear. therefore the reporting requirement under section 197 of the act is not
applicable.

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 Compam has disclosed the impact of pending litigations on its tinancial
position in its Ind AS financial statements to the Ind AS tinancial statements
i Refer to Note 21 of 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 has been no delay in transferring amounts and equity shares, required
to be transferred, to the Investor Education and Protection Fund b\ the
Company .

i\. (a) The Management has represented that, to the best of its knowledge

and belief, no funds (which are material either indi\ idually or in the aggregate)

have been ad\anced or loaned or invested (either from borrowed funds or share

premium or an> other sources or kind of funds) b\ the Company to or in any

other person or entit\, including foreign entit\ ("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 anv manner whatsoever ]^ or on behalf of the Company
* .

("Ultimate Beneficiaries") or provid4-^)¹^^r~§^^^ntee’ ^secur*t>' ^or the like on

Rfll i \

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behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and
belief, no funds (which are material either individually or in the aggregate)
have been received by the Company from any person or entity, including
foreign entity (“Funding Parties”), with the understanding, whether recorded in
writing or otherwise, that the Company shall, whether, directly or indirectly,
lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has
caused us to believe that the representations under sub-clause (i) and (ii) of
Rule 11(e), as provided under (a) and (b) above, contain any material
misstatement.

v. The company has not declared or paid any dividend during the year in
contravention of the provisions of section 123 of the Companies Act, 2013.

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 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 softwares. Further, during the course of
our audit we did not come across any instance of the audit trail feature being
tampered with. As proviso tu^wlc; .R-k^-of the Companies (Accounts) Rules

l I Ý \r/v\

2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as
per the statutory requirements for record retention is not applicable for the
financial year ended March 31,2024.

2. 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 B" a statement on the matters specified in paragraphs 3 and
4 of theOrder.

For Jain & Associates

Chartered Accountants
^F-^R-^N"

Date: 22.05.2024 KR1SHAN MANGAWA

Place: Panchkula PARTNER

UDIN: 24513236BKAMUU6661 M. No. 513236