We have audited the standalone financial statements of DIEHA RESOURCES 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 uf Cash Flows for tine year then ended and notes to the Financial statements,
including a summary of significant accounting policies and other eKpianatoiy Information
(hereinafter referred to as "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 ("Act") in the manner so required and give a true and fair view
conformity with the accounting principles generally accepted in India including Indian
Accounting Standards (Tnd AS') specified under Section 133 of the Act, of the state of affairs
of the Company as at March 31, 2024, and its profits and other comprehensive income,
changes in equity .and its cash flows for the year ended on that date,

BASIS OF OPINION

We conducted Our audit in accordance with the Standards on Auditing [SAs] specified under
Section 143(10] of the Act. Our responsibilities under those SAs are further described In the
Auditors 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 audiL evidence we have obtained is
.sufficient and appropriate to provide a basis for our opinion.

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 of the current period. These matters were
addressed in the context of our audji of the financial statements as a whole, and in forming
our opinion thereon, and wo 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 STANDALONE FINANCIAL STATEMENTS AND
AUDITORS' REPORT THEREON

The Company's management and Board of Directors are 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.

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

lit connection with our audit of Lite financial statements, our responsibility i.s to read the
other information and, in doing so, consider whether the other information is materially
in consistent with the financial statements or our knowledge obtained in the audit or
otherwise appears to he 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 We have nothing to report in this regerd-

When we read the other in format km as stated above and if we conclude riant there is a
material misstatement therein, we are required to communicate the matter to those charged
with governance and describe necessaiy actions required as per applicable laws and
regulations.

MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS:

The Company's Management and Board of Directors are responsible for the matters stated ht
section 134[5) of the Companies Act, 2013 (’'the Act"] with respect to the preparation of
these financial statements that give a true anti 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 Indian Accounting Standards find AS), accounting principles
generally accepted in India, including the Indian Accounting Standards specified under
Section 133 of the Act, read with the Companies (Indian Accounting Standard) Rules, 2015 as
amended.

This responsibility also includes the maintenance of adequate accounting records in
accordance wiLh the provision of the AcL for safeguarding of the assets of the Company and
for preventing and detecting the 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 control,
that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation anti presentation of the financial statements that give a
true anti fair view and are free IYuiti material misstatement, whether due to fraud or error.

In preparing the financial statements, management and Doaiti 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 RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE 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 Id 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, wc cxcrd.se professional judgment and maintain
professiojia! skepticism throughout the audit. Wc also;

» Identify and assess the risks of material misstatement of the financial statements,
whether due to fraud nr 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.
r Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related <1 is closures 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 rclaLcd to events or conditions Lhat may east 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 changed with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and cither mailers that may reasonably be thought to hear 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 auditors'
re purl unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a me tier should not he communicated in
our report because the adverse consequences of doing so would reasonably he expected to
outweigh the public interest benefits of such communication,

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS:

I As required by The Companies [Auditor's Report] Order, 2020 issued by The Central
Government Of India In term of section 143 f l 1) of The Companies Act, 201.3, we enclose
in the Annexure-A hereto a statement on. the matters specified in paragraphs 3 and 4 of
tlie said order, to the extent applicable to the company.

2. 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;

bj In our opinion proper hooks of account as required by law have been kept by the
Company so far as appears from our examination of those books;

r] Tim Balance Sheet, Llie StuLament of Profit arid LOSS including Other Comprehensive
income, the Statement of Changes in Equity & the Statement of Cash Flows dealt with by
this Report are in agreement with the bonks of account;

d] in our opinion, aforesaid Balance Sheet, the Statement of Profit and Loss including Other
Comprehensive Income, the Statement of Changes in Equity & the Statement of Cash
Flows comply with the Indian Accounting Standards prescribed under section 133 of the
AcL; '

e) On the basis of written representations received from the directors of the Company as on
March 31, 2024, and 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 sub¬
section [2] ufsection 164 of Act;

f) With respect to the adequacy of internal financial control over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate report in
Annexure-tS. Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company's internal financial controls over financial reporting;

Willi respffrL to (In: uLher matters included ml the Auditor's Report ill accordance wiLh
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 had the following litigations pending as at the end of the financial year
which may impact its financial position on final disposal of the respective matters.

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

iii. As at 31st March, 2024 there were no amounts which were required to he transferred
to the; Investor Education anti Protection Fund by the Company.

iv. Management Representation:

a. The Management of the Company has represented to us that to the best of it's
knowledge and belief, no funds [which are material either individually or in
the aggregate} 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 t₀ ^tr in any other per$(m[s) or entity[ies), including Foreign
entities [‘’Intermediaries"}, with the understanding, whether recorded in
writing or otherwise, chat the intermediaiy shall, directly or indirectly lend or
invest In other persons or entities id entitled 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 managenient of the Company has represented, that, to the best of it's
knowledge and belief no funds (which are material either Individually or in the
aggregate) have been received by the company from any person (s) or
enttty(ies), including foreign entities ("Funding Parties"], with the
understanding, whether recorded in writing or otherwise, that the company
shall, whether, directly nr indirectly, lend or invest In other- persons or entities
identified in any manner whatsoever by or on behalf of tire Funding Party
("Ultimate Beneficiaries") or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

C- Rased OH audit procedures Which we considered reasonable and appropriate

in the circumstances, nothing has come to nur notice that has caused us tn
believe that the representations under sub-clause (i) and (If) of Rule 11(e)
Companies [Audit and Auditors) Rules, 2014 (as amended) and provided in
clauses (a) and (b) above contain any material mis-statement.

v. The company has hot declared or paid any dividend during the year.

vt. As Informed to us, the company was in the process of migration of data from existing
software used for maintenance of books of account during the year and was in the
process of establishing necessary controls and documentation regarding audit trail.
Consequently, we are unable to comment on audit trail feature of the said software.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from
April 1, 2023, reporting under Rule ll(g) of the Companies (Audit and Auditors)
Rules, 2014 on preservation of audit trail as per the statutoiy requirements for
retention of the record is not applicable for the financial year ended March 31, 2024.

3. With respect to the matter to be Included in the Auditors' Report under Section

197(16} of the Act:

In our opinion and according tn 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
Ministiy 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 AND ON BFHALF OF
S NSHAH & ASSOCIATES
CHARTERED ACCOUNTANTS
FIRM REG. NO. 1097B2W

FIROJ G. GODLA

PLACE: AHMEDAEAD PARTNER

DATED: 29^T[I MAY, 2024 M. No, 126770

UJ1IN: 24126770BKAGXK6244