We have audited the accompanying financial statements of Heera Ispat Limited ("the Company") which
comprise the Balance Sheet as at March 31, 2025 and the Statement of Profit and Loss (including the Other
Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then
ended, and notes to the financial statements, including material accounting policies and other explanatory
information (hereinafter 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 ("Ind AS") prescribed
under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended,
and other accounting principles generally accepted in India, of the state of affairs of the Company as at March
31, 2025, the loss and total comprehensive income, changes in equity and its cash flows for the year ended on
that date.

Basis for Qualified Opinion

The Company has Rs. Nil (Previous Year Rs. Nil) revenue from operations. The company has been unable to
conclude negotiation or obtain business orders. In view of the management's expectation of the successful
business agreement in near future, the financial statements have been prepared on going concern basis. This
situation indicates that a material uncertainty exists that may cast significant doubt on the Company's ability
to continue as a going concern. The financial statements do not adequately disclose this matter.

We conducted our audit in accordance with the Standards on Auditing ("SA"s) specified under section 143(10)
of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the
Audit of the 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
ethical 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 statement.

Emphasis of matter

We draw attention to Note 13 to the accompanying Financial Results, which describes the application
submitted by the Company to the Securities and Exchange Board of India (SEBI) on 13th June 2023, requesting a
waiver of the penalty imposed in connection with non-submission/late submission of various listing compliance
documents to BSE. The outcome of this application is uncertain and may have a material impact on the financial
statements. Furthermore, the said note also discloses the company's provision of Rs. 10 Lakhs for the estimated
penalty amount payable and its classification as an exceptional item in FY 2023-24. Our conclusion is not
modified in respect of this matter.

Other information

The Company's Management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Company's Annual re port, but does not include the
Financial Statements and Auditor's report there on. The Company's Annual report is expected to be made
available to us after the date of this Auditors Report.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that if there is a material misstatement of this other
information, we are required to communicate the matter to those charged with governance and take necessary
actions, as applicable under the relevant laws and regulations.

Management's and Board of Directors' Responsibilities for the Financial Statemen ts

The Company's Management and Board of Directors are responsible for the matters stated in Section 134(5) of
the Companies Act, 2013 with respect to the preparation of these financial statements that give a true and fair
view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of
the Company in accordance with the Ind AS and other accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility
also includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the financial statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the financial statements, management and Board of Directors are 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 is also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibility for Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.

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

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

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

• 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 relat ed 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 financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.

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

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

From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor's report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not
be 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 and 4 of the Order, to the extent applicable.

2. (A) As required by Section 143(3) of the Act, based on our audit we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books except for the matters stated in the paragraph 2B(f) below
on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

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

(d) In our opinion, the aforesaid financial statements comply with the IND AS specified under Section 133 of
the Act.

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

(f) The modification relating to the maintenance of accounts and other matters connected therewith are as
stated in the paragraph 2A(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2B(f)
below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rule, 2014.

(g) With respect to the adequacy of the internal financial controls with reference to financial statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the
Company's internal financial controls over financial reporting

(B) 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:

a. The Company has disclosed the impact of pending litigations as at 31^st March 2025 on its financial
position in its financial statements.

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

c. There has been no delay in transferring amounts, required to be transferred, to the

Investor Education and Protection Fund by the Company.

d. (1) The management has represented that, to the best of its knowledge and belief, no funds have been
advanced or loaned or invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the Company to or in any other persons or entities, including foreign entities
("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall:

• directly or indirectly lend or invest in other persons or entities identified in any manner what soever
("Ultimate Beneficiaries") by or on behalf of the Company

or

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

(2) The management has represented, that, to the best of its knowledge and belief, no funds have been
received by the Company from any persons or entities, including foreign entities ("Funding Parties"),
with the understanding, whether recorded in writing or otherwise, that the Company shall:

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

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

(3) Based on the audit procedures performed 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 subclause (d) (i) and (d) (ii) of the Rule 11(e), as provided under (i) and (ii) above, contain any
material mis-statement.

e. The company has not declared or paid any dividend during the year, hence there is no noncompliance
with Section 123 of the Act.

f. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable

from 1 April 2023.

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, 2025 which has a feature of
recording audit trail (edit log) facility. However, the feature of recording audit trail (edit log) facility was not
enabled at the database and application layer of the accounting softwares for the period 1 April 2024 to 31
March 2025. Therefore we are unable to comment whether there are any instances of the audit trail
features being tempered with.

(C) With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the
Company to its directors during the current year is in accordance with the provisions of Section 197 of the
Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the
Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act
which are required to be commented upon by us.

For Dhrumil A Shah & Co

Chartered Accountants

FRN: 145163W

Dhrumil A. Shah

(Proprietor)

Place of Signature: Ahmedabad Membership No. 166079

Date: 16-04-2025 UDIN: 25166079BMLJAW9763