We have audited the accompanying Standalone financial statements of Shah Metacorp Limited (“the
Company”), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss
(including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows
for the year then ended, and notes to the financial statements including a summary of material accounting
policies and other explanatory information.

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, as
amended (“the Act”) in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,
2025, its profit including other comprehensive income, its cash flows and the changes in equity for the year
ended on that date.

BASIS FOR OPINION:

We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under section
143(10) of the Companies Act, 2013 (“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 together with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe
that the audit evidence obtained by us, is sufficient and appropriate to provide a basis for our opinion on
the Standalone Financial Statements.

EMPHASIS OF MATTER:

We draw attention to the following notes forming part of the Audited Ind AS Standalone Financial Results
for the year ended March 31, 2025:

1. Note No. 10 to the financial statements, which describes the opening outstanding trade receivables
amounting to Rs. 88.82 crore. This balance, which has been outstanding since long, continues to remain
unrecovered as at March 31, 2025. Correspondences has been made with the customers for recovery and
the Company has recognized a provision for doubtful debts amounting to Rs. 63.97 crore against the
aforesaid balance.

2. Note no. 16 to the financial results in relation to OTS with M/s Omkara Asset Reconstruction Pvt.
Ltd. as per OTS agreement dt. 13.10.2017, the company has cleared all its dues on 26.04.2024 and has
obtained No Due Certificate on 30.04.2024.

3. Note no. 13 to the financial results in relation to issue of 2,28,00,000 share warrants convertible
into equity shares on a preferential basis at Rs. 3.24 per share, issued during the financial year 2023-24 and
out of which 2,25,40,000 share warrants were converted into equity shares during the current year.

4. Note no. 13 to the financial results in relation to issue of 4,45,00,000 share warrants convertible
into equity shares on a preferential basis at Rs. 4.02 per share, issued during the current year and out of
which 90,00,000 share warrants were converted into equity shares during the year.

5. Note No. 13 to the financial results in relation to the authorized share capital of the Company has
been increased from Rs. 50 crores to Rs. 110 crores during the current year. Pursuant to this, the Company
has issued 14,30,00,000 equity shares on a preferential basis at Rs. 4.02 per share.

Our conclusion on the Statement is not modified in respect of above matter.

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.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND
AUDITOR’S REPORT THEREON:

The Company’s Board of Directors are responsible for the preparation of the other information. The other
information comprises the information included in the Management Discussion and Analysis, Board’s
Report including Annexures to Board’s Report, Business Responsibility Report, Corporate Governance
and Shareholder’s Information, but does not include the financial statements and our auditor’s report
thereon. The above-mentioned reports comprising of other information are expected to be made available
to us after the date of this 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 financial statements or our knowledge obtained in the audit,
or otherwise appears to be materially misstated.

When we read the above-mentioned reports comprising other information and if we conclude that there is
a material misstatement therein, we are required to communicate the matter to those charged with
governance and take necessary actions, as applicable under the relevant laws and regulations.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE
FOR THE STANDALONE FINANCIAL STATEMENTS:

The Company’s Management is responsible for the matters stated in section 134(5) the Act with respect to
the preparation of these Ind AS Standalone Financial Statements that give a true and fair view of the
financial position, financial performance, cash flows and changes in equity statement of the Company in
accordance with the Accounting principles generally accepted in India, including the Accountant Standards
(Ind AS) referred to in section 133 of the Act read with Companies (Indian Accounting Standards) Rules,
2015 (as amended). This responsibility 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 judgements and estimates that are reasonable and prudent, and design, implementation and
maintenance of adequate internal financial control that we are operating effectively for ensuring the
accuracy and completeness of accounting records relevant to the preparation and presentation of the Ind
AS 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 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 Act, 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 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 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 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 with reference to Standalone financial statements 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 of India in terms of sub-section 11 of section 143 of the Act, we give in the “Annexure-A”
statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a) We have sought and obtained all the information and explanations 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 Standalone Balance Sheet, Standalone Statement of Profit and Loss (including other
comprehensive income), Standalone Cash Flow Statement and Standalone Statement of Change in Equity
dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Standalone Ind AS financial statements comply with the Accounting Standards
(Ind AS) referred to in section 133 of the Companies Act, 2013 read with Companies (Indian Accounting
Standards) Rules, 2015, as amended.

e) On the basis of written representations received from the directors as on March 31, 2025, and
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 Companies Act, 2013.

f) With respect to the adequacy of the internal finance controls with reference to Standalone financial
statements of the Company and the operating effectiveness of such control, refer to our separate Report in
"Annexure-B". Our report expresses unmodified opinion on the adequacy and operating effectiveness of
the Company's internal financial controls 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(16) of the Act, as amended, in our opinion and to the best of our information
and according to the explanations given to us, the remuneration paid by the Company to its directors
during the 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.

h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11
of the Companies (Audit & Auditors) Rules 2014, as amended in our opinion and to the best of our
information and according to explanations given to us by the management, the requirements of the same
are duly complied with as under:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial
statements by way of disclosure in Note no. 21.2 to the financial statements.

ii. Provision has been made in the Ind AS financial statements, as required under the applicable law or
accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative
contracts.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection
Fund by the Company.

iv. a. The Management has represented that, to the best of its knowledge and belief, as disclosed in the
note no. 44 to the accounts, no funds (which are material either individually or in the aggregate) have been
advanced or loaned or invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the Company to or in any other person(s) or entity(ies), 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 whatsoever
by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

b. The Management has represented, that, to the best of its knowledge and belief, as disclosed in the
note no. 45 to accounts, no funds (which are material either individually or in the aggregate) 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, 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 has 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 and has not proposed final dividend
for the year.

vi. Based on our examination, which included test checks, the Company has used accounting software for
maintaining its books of account for the financial year ended March 31, 2025 which have the feature of
recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software. Further, during the course of our audit, we did not come across any
instance of the audit trail feature being tampered with and the audit trail has been preserved by the
Company as per the statutory requirements for record retention.

Place: Ahmedabad For Ashok Dhariwal & Co.

Date: 06.05.2025 Chartered Accountants

(Registration No. 100648W)

Sd/-

(CA Ashok Dhariwal)
Partner

Membership No. 036452
UDIN: 25036452BMKTGE2965