We have audited the accompanying financial statements of Heera Ispat Limited ("the Company")
which comprise the Balance Sheet as at March 31, 2024 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, 2024, 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 Rul0065s 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. 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 report, 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 Statements

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 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 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, 2024 taken on record by the Board of Directors, none of the directors is disqualified as
on 31st March, 2024 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 2024 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
whatsoever ("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, 2024 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 2023 to 31 March 2024. Therefore we are unable to comment
whether there are any instances of the audit trail features being tempered with.

As per 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 on
preservation of audit trail as per the statutory requirements for record retention is not
applicable for the Financial Year ended on March 31, 2024.

(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: 30-05-2024 UDIN: 24166079BKHJPG9708