We have audited the accompanying standalone financial statements of ARIHANT
INSTITUTE LIMITED (“the Company”), which comprise the Balance Sheet as at 31^st
March 2024, 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 significant 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 Accounting Standards prescribed
under section 133 of the Act read with the Companies (Accounting Standards)
Rules, 2015, as amended and other accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2024, the profit / (loss)
and total comprehensive income, 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 (“SA”s) 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 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 obtained by us is
sufficient and appropriate to provide a basis for our audit opinion on the standalone
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 standalone financial statements of the current
period. These matters were addressed in the context of our audit of the standalone
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 Standalone Financial Statements and Auditor's Report
Thereon

The Company’s Management and Board of Directors is 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 Annexure to Board’s Report, Business Responsibility Report, Corporate
Governance and Shareholder’s Information, 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.

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 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. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the
Standalone 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 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 AS and other accounting principles generally
accepted in India. 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 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
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.

Emphasis of Matter

We draw attention to the following matter in the Notes to the Standalone financial
statements:

1) The company is in process for revocation of suspension of Listing with stock
exchange board and had paid the Annual Listing Fees, CDSL Fees, NSDL Fees,
RTA Fees as well as fines amounting to Rs. 1992255/-. However, till the date the
company had not received Listing Order. However, we have considered only
Rs. 1512805/- as legal and professional expenses which is for the FY 2023-24
and balance amount is treated as Prior Period Expenses and shown
accordingly in our notes to accounts.

Our opinion is not modified in respect of this matter.

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 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.

2. A. 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.

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 the matters stated in the paragraph 2B(f) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

c) The Balance Sheet, the Statement of Profit and Loss including Other
Comprehensive Income, Statement of Changes in Equity and the 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
Accounting Standard as specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of 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) The modifications relating to the maintenance of accounts and other matters
connected therewith are as stated in the paragraph 2A(b) above on
reporting under Section 143(3)(b) of the Act and paragraph 2B(f) below on
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

g) 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.

B. 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,

a. ) The Company has disclosed the impact of pending litigations as at 31

March 2024 on its financial position in its financial statements - Refer
income tax liabilities disclosed in the balance sheet along with Note 48 to
the financial statements.

b. ) The Company has made provision, as required under the applicable law

or accounting standards, for material foreseeable losses, if any, on long¬
term contracts including derivative contracts.

c. ) There has been no delay in transferring amounts, required to be

transferred, to the Investor Education and Protection Fund by the
Company.

d. ) (i) 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:

• 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.

(ii) 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

(iii) 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 contain any material
mis-statement.

e. ) The company had not declared Dividend during the year under

consideration.

f. ) The reporting under Rule 11(g) of the Companies (Audit and Auditors)

Rules, 2014 is applicable from 1 April 2023.

Based on our examination which included test checks, except for the
instances mentioned below, the Company has used accounting software
for maintaining its books of account, which have a feature of recording

audit trail (edit log) facility and the same has operated throughout the
year for all relevant transactions recorded in the respective software:

i. In case of the Company, the feature of recording audit trail (edit log)
facility was not enabled at the database level to log any direct data
changes for the accounting softwares used for maintaining the books of
account relating to payroll and certain non-editable fields/ tables of the
accounting software used for maintaining general ledger.

ii. In case of the Company, the feature of recording audit trail (edit log)
facility was not enabled at the database level to log any direct data
changes for the accounting software used for maintaining the books of
account relating to consolidation.

iii. In case of the Holding Company and its three subsidiary companies
incorporated in India, the feature of recording audit trail (edit log) facility
was not enabled at the application layer of the accounting softwares
relating to revenue, trade receivables and general ledger for the period 1
April 2023 to 13 November 2023 and relating to property, plant and
equipment for the period 1 April 2023 to 14 December 2023. Further, in
case of a subsidiary incorporated in India, the feature of recording audit
trail (edit log) facility was not enabled at the application layer of the
accounting software relating to payroll for the period 1 April 2023 to 15
February 2024.

iv. In case of a subsidiary incorporated in India, as communicated by the
auditor of such subsidiary, the feature of recording audit trail (edit log)
facility of the accounting software used for maintaining general ledger
was not enabled for the period 1 April 2023 to 30 April 2023.

Further, for the periods where audit trail (edit log) facility was enabled and
operated throughout the year for the respective accounting softwares,
we did not come across any instance of the audit trail feature being
tampered with.

C. The remuneration paid by the Company to its directors during the year is in

accordance with the provisions of section 197 of the Act.

Place : Ahmedabad For, DEVADIYA & ASSOCIATES.

Date : 05/06/2024 Chartered Accountants

FRN :0123045W

SD

CA Sanjay Devadiya
PARTNER

Membership number:112495
UDIN: 24112495BKGQMU9777