We have audited the accompanying financial statements of VINNY OVERSEAS LIMITED (the “Company”’), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Mows ^ror the year ended on that date and a summary of significant accounting policies and ⁰¹ her 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 fa.r 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, 2024 and its profit, total comprehensive income, changes in equity and its ..ash flows for the year ended on that date.

Basis for Opinion

W o conducted our audit of the Financial statements in accordance with the Standards on Auditing ”SA s) specified under section 143(10) of the Act. Our responsibilities under those Stanoard;. are further described sn the Auditor’s Responsibilities for the Audit of the Financial Statements section or our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“1CAI”) together with the ethical requirements that are relevant to air audit of the Financial statements under the provisions of the Act and the Rules made thereunder, and we nave fulfilled our other ethical responsibilities in accordance with these requirements and the iCAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient end appropriate to provide a basis for our audit opinion on the Financial statements.

Key A a ((is Matters

Key auc-.it matters are those matters that, in our pr. fessional judgment, were of most significance in our audit ,'d tne financial statements of the current pe^riod. 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. We have determined the matters described below to be the

key audit matters to be communicated in our report.

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

Hie Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the, Board’s Report including Annexures to Board’s Report, but does not include the tinancial statements and our auditor’s report thereon.

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.

Board s icport including Annexures to Board’s report are to be made available to us by company after the date of this report. When we read the same, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and describe action applicable under the applicable laws and regulation. .

vA.

Responsibilities of Management and Those Charged with Governance for the Financial

Statements

I he 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 linancial position, financial performance, including 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. I his responsibility also includes maintenance of adequate accounting records in accordance w ith 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 lor 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

1 ie Board o; Directors is 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 ^afeS^reg^ate, 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 scepticism throughout the audit. We also:

• Identilv and assess the risks of material misstatement of the Financial statements, whether due to Iraud 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.

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 o^f those books except that the audit trail (edit log) recording features commenced on 16/06/2023 instead of on and from 01/04/2023 as stated in

Para (h)(vi) below'.

c) 1 lie Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of 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 ot the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 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 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 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 C ompany to its directors during the year is in accordance with the provisions of section 197 of

the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule i 1 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 financial statements. Refer Note -31 To the Financial statements.

ii. I he Company did not have any long-term contracts including derivative contracts.

ii:. I iiere has not been an occasion in case of the Company during the year under report to

transfer any sums to the Investor Education and Protection Fund.

iv. (a)The Management has represented that, to the best of its knowledge and belief, no lunds 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.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the 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. II 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.

Materiality is the magnitude of misstatements in the financial statements that, individually or in ^aee^rettate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate

the effect of any identified misstatements in the financial statements.

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 w'ith 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 w'ith those charged with governance, we determine those matters that were o! 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

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government in terms of sub-section (11) of section 143 of the Act, we give in the Annexure - “A” , a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

know ledge and belief were necessary for the purposes of our audit.

(b) The Management has represented, that, to the best of its knowledge and belief, 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 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 such audit procedures 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 sub-clause (i) and (ii) of Rule 11(e), as provided in (a) and (b) above, contain any material misstatement.

v. I lie company has not declared or paid any dividend during the year.

vi. Based on examination which included test checks, in our opinion, the company has used accounting software which has a feature of recording audit trail (edit log) facility and the same has been operated since 16/06/2023 for all transactions recorded in the software on or after 16/06/2023. Fu.ther during the course of our audit we did not come across any instance of audit trail feature being tempered with in respect of this accounting software and 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 March 31,2024

FOR, KISHAN M. MEHTA & CO.

Chartered Accountants.

--^ Firm’s Registration No.l05229W

AHMEDABAD. (KISHAN M MEHTA)

O ATE l>: 30th May. 2024. Partner.

UDINNO' 2ttol,3'-Fc'FaitT- k6TR64€5 M.No.013707