We have audited the financial statements of Rolex Rings
Limited ("the Company"), which comprise the Balance sheet as
at March 31 2025, the Statement of Profit and Loss (including
the statement of Other Comprehensive Income) the Cash Flow
Statement and the Statement of Changes in Equity 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, except for the possible effects
of the matter described in the 'Basis for Qualified Opinion'
section of our report, the aforesaid 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 Qualified Opinion

In respect of the demand notice for Rs 2,278.60 million received
by the Company from the consortium member banks as
discussed in Note 32 of the financial statements, the Company
has recognised total provisions of Rs 506 million. Pending
final outcome of the Company's negotiations in this regard
as stated in the said note, we are unable to comment on the
further adjustments, if any, that may be required to the financial
statements, in this regard.

We conducted our audit of the financial statements in
accordance with the Standards on Auditing (SAs), as specified

under section 143(10) of the Act. Our responsibilities under those
Standards 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 we
have obtained is sufficient and appropriate to provide a basis for
our qualified audit opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements for the financial year ended March 31, 2025. These
matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these
matters. In addition to the matter described in the 'Basis for
Qualified Opinion' section we have determined the matter
described below to be the key audit matter to be communicated
in our report. For matter below, our description of how our audit
addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor's
responsibilities for the audit of the financial statements section
of our report, including in relation to this matter. Accordingly,
our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement
of the financial statements. The results of our audit procedures,
including the procedures performed to address the matter below,
provide the basis for our audit opinion on the accompanying
financial statements.

Information Other than the Financial Statements and
Auditor's Report Thereon

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 financial
statements and our auditor's report thereon. The Annual report
is expected to be made available to us after the date of this
auditor's 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 such other information is materially inconsistent
with the financial statements or our knowledge obtained in the
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.

When we read the Annual report, if we conclude that there is a
material misstatement therein, we are required to communicate
the matter to those charged with governance.

Responsibilities of the Management and Those Charged
with Governance for the Financial Statements

The Company's Board of Directors is responsible for the matters
stated in section 134(5) of the Act with respect to the preparation

of these financial statements that give a true and fair view of
the financial position, financial performance including other
comprehensive income, cash flows and changes in equity 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 read
with the Companies (Indian Accounting Standards) Rules, 2015,
as amended.

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 the 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 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.

Those Charged with Governance are also responsible for
overseeing the Company's financial reporting process.

Auditor's Responsibilities for the 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 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.

• 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 for the
financial year ended March 31, 2025 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 1" a statement on the matters
specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, except for the
matter stated in the Basis for Qualified Opinion paragraph
above, we report, to the extent applicable, that:

(a) We have sought and except for the matter described
in the Basis for Qualified Opinion paragraph, obtained
all the information and explanations which to the best
of our knowledge and belief were necessary for the
purposes of our audit;

(b) Except for the matter described in the Basis for
Qualified Opinion paragraph and matter stated in
the paragraph 2(j)(vi) below on reporting under Rule
11(g), 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 Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive
Income, the Cash Flow Statement and Statement of
Changes in Equity dealt with by this Report are in
agreement with the books of account;

(d) Except for the possible effects of the matter described
in the Basis for Qualified Opinion paragraph above,
in our opinion, the aforesaid financial statements
comply with the Accounting Standards specified
under Section 133 of the Act, read with Companies
(Indian Accounting Standards) Rules, 2015, as
amended;

(e) The matter described in the Basis for Qualified
Opinion paragraph above, in our opinion, may have
an adverse effect on the functioning of the Company;

(f) 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;

(g) The qualification relating to the maintenance of
accounts and other matters connected therewith are
as stated in the Basis for Qualified Opinion paragraph
and paragraph 2(b) above on reporting under section
143(3)(b) and paragraph 2 (j) (vi) below on reporting
under Rule 11(g);

(h) With respect to the adequacy of the internal financial
controls with reference to financial statements and
the operating effectiveness of such controls, refer to
our separate Report in "Annexure 2" to this report;

(i) In our opinion, the managerial remuneration for the
year ended March 31, 2025 has been paid / provided
by the Company to its directors in accordance with
the provisions of section 197 read with Schedule V to
the Act.

(j) 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:

i. Without considering the possible effects of
the matter described in the 'Basis for Qualified
Opinion' section above, the Company has
disclosed the impact of pending litigations on
its financial position in its financial statements
- Refer Note 34 to the 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 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 44 (v) to the
financial statements, 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 person(s)
or entity(ies), including foreign entities
("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,
as disclosed in the note 44 (vi) to the
financial statements, no funds 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, whether, directly or indirectly, lend
or invest in other persons or entities

described in note 45 to the financial statements,
audit trail feature is not enabled for certain
changes made using privileged/ administrative
access rights to the SAP application and
underlying database. Additionally, the audit
trail of prior year(s) has been preserved by the
Company as per the statutory requirements for
record retention to the extent it was enabled
and recorded in the respective years.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Sumit Kumar Agrawal

Partner

Membership Number: 135859

UDIN: 25135859BMTEYN9035

Place of Signature: Pune

Date: May 30, 2025