We have audited the accompanying standalone financial
statements of Mirza International Limited (“the Company”),
which comprise the Balance Sheet as at March 31,2026, the
Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of Changes in Equity and the Statement
of Cash Flows for the year ended on that date, and a summary
of the material accounting policies and other explanatory
information (hereinafter referred to as “the standalone financial
statements”).

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 March 31, 2026, the loss and total comprehensive loss,
changes in equity and its cash flows for the year ended on
that date.

Basis for Opinion

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 ethical
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.

Emphasis of Matter

Scheme of Amalgamation of RTS Fashion Limited
with the Company

We draw attention to Note 40 of the standalone financial
statements, which describes the Scheme of Amalgamation
of RTS Fashion Limited (“RTS”), a wholly owned subsidiary of
the Company, with and into Mirza International Limited (“the

Company”), pursuant to Sections 230, 232 and 234 of the
Companies Act, 2013 read with the applicable rules framed
thereunder and the Foreign Exchange Management (Cross
Border Merger) Regulations, 2018.

The Scheme was sanctioned by the Hon'ble National Company
Law Tribunal, Allahabad Bench, Prayagraj vide Order dated
April 23, 2026 [Company Application (CAA) No. 20/ALD of
2025], with an Appointed Date of April 1, 2025. Pursuant to
the Scheme becoming effective, all assets, liabilities, rights,
obligations and employees of RTS stand transferred to and
vested in the Company with effect from the Appointed Date,
and RTS stands dissolved without being wound up.

Consequent to the amalgamation, the investment held by the
Company in RTS stands cancelled and Mirza (UK) Limited,
which was earlier a step-down wholly owned subsidiary through
RTS, has become a direct wholly owned subsidiary of the
Company with effect from the Appointed Date.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Search Proceedings by the Income Tax Department

A search and seizure operation under the provisions of the
Income Tax Act, 1961 was conducted during the year by the
Income Tax Department at certain premises of the Company.
During the course of the proceedings, cash, documents and
certain electronic records were seized by the authorities. The
matter involves significant management judgement with respect
to assessment of potential financial implications, identification
of contingent liabilities, and adequacy of disclosures in the
standalone financial statements.

Considering the significance of the matter, the extent of
management judgement involved, and the assessment of
disclosures and related financial implications arising from the
ongoing proceedings, the same has been considered as a Key
Audit Matter.

How the matter was addressed in our audit

Our audit procedures in relation to the above matter included,
among others:

• obtaining an understanding of the nature and status of the
search proceedings from the management;

• examining relevant documents made available to
us, including copies of Panchnamas and notices,
where applicable;

• evaluating the management's assessment of the
potential impact of the proceedings on the standalone
financial statements;

• reviewing legal opinions and representations obtained by
the management, where made available to us;

• assessing the adequacy and appropriateness of
disclosures made in the standalone financial statements in
accordance with the applicable accounting standards; and

• obtaining written representations from the management
regarding completeness of disclosures and assessment
of liabilities/contingencies arising from the proceedings.

Based on the audit procedures performed and the audit
evidence obtained, we found the disclosures made by the
management in the standalone financial statements in respect
of the aforesaid matter to be appropriate in the circumstances.

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

The Company's Management and 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
disclosures relating to Scheme of Amalgamation and 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. These reports
are expected to be made available to us after the date of this
audit report.

Our opinion on the standalone 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 standalone financial
statements, our responsibility is to read the other information
identified above, when it becomes available 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 communicate the matter to those charged with
governance and take necessary actions, as applicable under
the relevant laws and regulations.

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

The Company's Management and Board of Directors are
responsible for the matters stated in section 134(5) of the
Act with respect to the preparation and presentation of these
standalone financial statements that give a true and fair view of
the financial position, financial performance, total 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 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.

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 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 scepticism
throughout the audit. We also:

• I dentify 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 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 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.

Materiality is the magnitude of misstatements in the standalone
financial statements that, individually or in aggregate, 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 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

• 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.

(A) As required by Section 143(3) of the Act, based
on our audit we report that:

• 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.

• I n 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.

• 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.

• I n our opinion, the aforesaid standalone financial
statements comply with the Ind AS specified under
Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014.

• On the basis of the written representations received
from the directors as on March 31, 2026 taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31,2026 from
being appointed as a director in terms of Section
164(2) of the Act.

• 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 financial controls over financial reporting.

• With respect to 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 Company to its directors
during the 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.

(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:

• The Company has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements. Refer Note No. 27 to the
standalone financial statements, including matters
relating to income tax litigations.

• The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses.

• There is no delay in transferring amounts, required
to be transferred, to the Investor Education and
Protection Fund by the Company.

• (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 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:
(i) 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 (ii) 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: (i) 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 (ii) provide any guarantee, security or the like
to or on behalf of the ultimate beneficiaries.

• (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 sub-clause (iv)(a) and (iv)
(b) above contain any material misstatement.

• The Company has neither declared nor paid any
dividend during the year.

• Based on our examination which included test
checks, the Company 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 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 the audit trail feature
being tampered with. The audit trail has been
preserved by the Company as per the statutory
requirements for record retention.

For Saxena Roongta & Associates

Chartered Accountants
FRN 001410C

CA. Vineet Roongta

Partner
M.No. 410958
UDIN: 26410958QHACAN3070

Date : May 29, 2026
Place : Noida