We have audited the accompanying standalone financial statements of Shri Dinesh Mills Limited ("the
Company"), which comprises of the balance sheet as at 31st March 2025, and the statement of Profit and
Loss (including other comprehensive income), and the Statement of changes in equity and statement of
cash flows for the year then ended, and notes to the standalone 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
("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 March 2025, and 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. 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 together with the ethical requirements that are relevant to our audit of
the financial statements under the provisions of the Companies Act, 2013 and the rules thereunder, and
we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of
Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.

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, Corporate Governance and Shareholder's Information, but
does not include the standalone financial statements and our auditor's report thereon.

in connection with our audit of the standalone financial statements, our responsibility is to read the other
information 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.

Responsibilities of Management and Those Charged with Governance for the Standalone 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 of these standalone financial statements that give a
true and fair view of the financial position, financial performance, 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.

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 implementation and maintenance
of 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 statement 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 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 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.

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. in our opinion and to the best of our information and according to the explanations given to us, the
remuneration paid / provided by the Company to its director's during year is in accordance with the
provisions of Section 197 of the Act.

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 A" a statement on the
matters specified in paragraphs 3 and 4 of the Order, to extent applicable.

3. 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 financial statements 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 specified under Section 133 of the Act;

e. On the basis of the written representations received from the directors as on 31^st March 2025
taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March
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 over financial reporting 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 controls with reference to financial statements

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, wherever necessary, of pending litigations on its
financial position in its standalone financial statements;

ii. the Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses as at 31^st March, 2025;

iii. There has been no delay in transferring amounts, 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, other
than as disclosed in notes to 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 or entity, including foreign entity ('Intermediaries') with the
understanding, whether recorded in writing or otherwise, that the intermediary shall,
whether directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Company ('Ultimate Beneficiaries') or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

b, The Management has represented that, to the best of its knowledge and belief, no
funds (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 attention 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 proposed in the previous year, declared and paid by the Company
during the year is in accordance with section 123 of the Act, as applicable,

As stated in Note 1 (under Statement of Changes to Equity) to the 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
amount of dividend proposed is in accordance with section 123 of the Act, as applicable,

vi, Based on our examination which included test checks, the Company, in respect of financial
year commencing on 1st April 2023, has used an accounting software for maintaining its
books of account 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, Further, during the course of our audit we did not come across any instance of
audit trail feature being tampered with,

As the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from
April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules,
2014 regarding the preservation of the audit trail in accordance with statutory
requirements for record retention is applicable for the financial year ended March 31,
2025. Accordingly, the company has preserved the audit trail for the said financial year in
compliance with the applicable provisions.

For, R K Doshi & Co LLP

Chartered Accountants

Firm Registration Number: 102745W/W100242

Rajiv K Doshi

Partner

Membership Number: 032542

ICAI UDIN: 25032542 BMHUDZ1600

Place: Vadodara

Dated: May 30, 2025