1) We have audited the accompanying Standalone Financial
Statements of BLACK ROSE INDUSTRIES 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 ended March
31, 2025 and notes to the financial statements, including
a summary of material accounting policies and other
explanatory information (hereinafter referred to as "the
Standalone Financial Statements").

2) I n 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 March 31, 2025 and its profit and total
comprehensive income, changes in equity and its cash
flows for the year ended on that date.

BASIS FOR OPINION

3) We conducted our audit of the standalone financial
statements in accordance with the Standards on
Auditing specified under section 143(10) of the Act
(SAs). 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 (ICAI) together with
the independence requirements that are relevant to our
audit of the Standalone Financial Statements under the
provisions of the Act and the Rules made thereunder,
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 Standalone Financial
Statements.

KEY AUDIT MATTERS

4) Key audit matters are those matters that, in our
professional judgement, were of most significance in our
audit of the Standalone Financial Statements for the year
ended March 31, 2025. These matters were addressed
in the context of our audit of the standalone financial
statements as a whole and in forming our opinion on
these matters. We have determined the matters described
below to be the Key Audit Matters to be communicated in
our report:

OTHER INFORMATION

5) The Company's Board of Directors is responsible for the
other information. The other information comprises the
information included in the Annual report but does not
include the standalone financial statements and our
auditor's report thereon. The Company's Annual report is
expected to be made available to us after the date of this
auditor's report.

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

7) 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 in the
audit or otherwise appears to be materially misstated.

8) When we read the Company's Annual Report, 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.

MANAGEMENT AND BOARD OF DIRECTORS'

RESPONSIBILITIES FOR THE STANDALONE FINANCIAL

STATEMENTS

9) 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, the financial performance,
total comprehensive income, 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) prescribed under section
133 of the Act.

10) This responsibility also 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 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
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

11) In preparing the standalone financial statements,
Management and Board of Director 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 is also responsible for overseeing
the Company's financial reporting process.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE

STANDALONE FINANCIAL STATEMENTS

12) 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.

13) 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 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 with reference to standalone
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.

• 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.

14) 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.

15) 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.

16) 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

17) 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.

18) (A) 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, except for certain matters in
respect of audit trail as stated in para 18 B (vi).

(c) The Standalone Balance sheet, the Standalone

Statement of Profit and Loss (including

Other Comprehensive Income), Standalone

Statement of Changes in Equity and the
Standalone Statement of Cash Flow dealt

with by this report are in agreement with the
relevant books of account.

(d) In our opinion, the aforesaid standalone

financial statements comply with the Indian
Accounting Standards prescribed under
Section 133 of the Act.

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

(f) With respect to the adequacy of the internal
financial controls with reference to Standalone
Financial Statements of the Company and the
operating effectiveness of such controls, refer
to our separate report in "Annexure B".

(B) 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:

i. The company has disclosed the impact of
pending litigations on its financial position in
its Standalone Financial Statements. Refer Note
44 to the Standalone 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 is 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,
no funds have been advanced or loaned
or invested (either from borrowed funds
or share premium or any 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.

b) 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

c) Based on such audit procedures as
considered reasonable and appropriate
in the circumstances, nothing has come
to our notice that has caused us to believe
that the representations under clause
(iv) (a) and (iv) (b) contain any material
misstatement.

v. The dividend declared/ paid during the year by
the Company is in compliance with Section 123
of the Companies Act, 2013.

vi. Based on our examination, which included
test checks, the Company has used various
accounting software for maintaining its books
of account which have a feature of recording
audit trail (edit log) facility, which have operated
throughout the year for all relevant transactions
recorded in the software, except in respect of
one accounting software where the audit trail
feature at the database level was not enabled
throughout the year to log any direct data
changes. Based on our procedures performed,
we did not notice any instance of the audit
trail feature being tampered with. In respect
of the aforesaid database, in the absence of
audit trail for the said period, the question of
our commenting on whether the audit trail was
tampered with, does not arise. Additionally, the
audit trail has been preserved by the Company
as per the statutory requirements for record
retention wherever such audit trail has been
maintained. (Refer Note 55)

(C) With respect to the other matters to be included in
the Auditor's Report as per 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 year is in
accordance with the provisions of Section 197 of the
Act.

For M M Nissim & CO LLP

Chartered Accountants
Firm Registration No. 107122W/W100672

N. Kashinath

Partner

Place: Mumbai Membership. No. 036490

Dated: May 20, 2025 UDIN: 25036490BMFZMH4190