We have audited the accompanying financial results of DEBOCK INDUSTRIES LIMITED (formerly known as Debock Sales and Marketing Limited) (hereinafter referred to as 'the Company') for the quarter and year ended 31st March, 2024 and the note thereon (hereinafter referred to as the “Financial Results”) attached herewith, being compiled by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) ('the Listing Regulations'), including relevant circulars issued by SEBI from time to time.

In our opinion and to the best of our information and according to the explanations given to us except for the effects / possible effects of the matters described under the Basis for Qualified opinion para, these financial results:

a) have been presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

b) Give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standards and other accounting principles generally accepted in India of the net profit for the quarter and year ended March 31, 2024 and other comprehensive income and other financial information for the year ended on that date.

Basis for Qualified Opinion

a) Capital work-in-progress aggregating to Rs. 386.37 Lakhs as on March 31, 2024, we did not receive the tax invoices, status of works completed / pending and appropriate supporting documents in relation to amount spent under this head. As a result of these issues, we were unable to determine whether any adjustments might have been necessary in respect of recorded or unrecorded assets and resultant impact on the financial results.

b) Long term Loans aggregating to Rs. 9271.22 Lakhs as on March 31, 2024 given to related parties disclosed under the head “Non-current Loans”. The said loans have been given to 2 related parties. In this regard, the Company has not complied with the provision of Sections 177, 185, 186, 188 and 189 of the Companies Act, 2013.

Further the notes to the financial results do not adequately disclose the nature and terms of theses related party transactions, nor do they provide sufficient details about the potential impact on the Company’s financial position and results of operations. Consequently, we were unable to determine whether any adjustments might have been necessary in respect of recorded assets and elements making up the financial results.

c) Loans to Other Parties aggregating to Rs. 87.50 Lakhs as on March 31, 2024 disclosed under the head “Non-Current Loans”, during the audit we did not receive the confirmation and adequate supporting documents in this regard. As a result of the issue, we were unable to obtain

sufficient appropriate audit evidence regarding the recoverability of the above loans. Consequently, we were unable to determine whether any adjustments might have been necessary in respect of recorded assets and resultant impacts on the financial results.

d) Capital advances aggregating to Rs. 4845.26 lakhs as on March 31, 2024 disclosed under the head “Other Non-current assets”. Out of this, an amount of Rs. 1185.25 were given to the related party whose name were strike off as per the Ministry of Corporate Affairs (MCA) records.

Further, as per the explanation and information available to us, these advances were given for the purchase of Lands however as on March 31, 2024, neither the lands have been purchased nor any confirmations were received from the parties. Further, no impairment assessments have been conducted in regards to these advances.

In case of advance of Rs. 1185.25 lakhs to related party whose name was strike off as per the MCA, the Company has not provided a provision for doubtful against such advances and consequently the profit for the year and non-current assets as on March 31, 2024 are overstated to that extent.

Further in case of other capital advance of Rs. 3660.00 Lakhs, we were unable to obtain sufficient appropriate audit evidence regarding the recoverability of this advance. Consequently, we were unable to determine whether any adjustments might have been necessary in respect of recorded assets and the resultant impacts on the financial results.

e) Development cost capitalised aggregating to Rs. 115.73 Lakhs as on March 31, 2024 disclosed under the head “Other Non-current Assets”, as per the information and explanation available to us, these costs have been incurred for revenue generation to the Company however these developments have not generated any income/ revenue from the date of its capitalisation.

Further no impairment assessments have been conducted to determine the fair value of these developments in accordance with the Ind AS. As a result of these issues, we were unable to obtain sufficient appropriate audit evidence regarding the recoverability of costs incurred. Consequently, we were unable to determine whether any adjustments might have been necessary in respect of recorded assets and the resultant impacts on the financial results.

f) Advances against expenses and advances for development of Land given during the year aggregating to Rs. 75.33 Lakhs disclosed under the head “Other Current assets”, during the course of our audit we did not receive any confirmation and adequate supporting evidences in respect of these advances. These advances lack sufficient evidence of their legitimacy and recoverability. Consequently, we were unable to determine whether any adjustments might have been necessary in respect of recorded assets and the resultant impacts on the financial results.

g) Based on the information and explanation provided to us, during the year ended March 31, 2024, the Company has allotted 3,27,24,687 equity shares under Right Issue at a price of Rs. 15 per share (Including premium of Rs. 5 per share) aggregating to Rs. 4908.70 Lakh. However, as required u/s 62 of the Companies Act, 2013, the Company has not utilised the funds received from the issue as mentioned in the prospectus instead the funds were transferred to related parties as referred in “para b)” of basis for qualified opinion para. Also, the company has not disclosed the utilisation of the funds as required in its financial statement. Consequently, were unable to determine whether any adjustments might have been necessary in respect of recorded liabilities and the elements making the financial results.

h) Statutory Liabilities in relation to Tax Deducted at Source (TDS) and Tax Collected at Source (TCS) aggregating to Rs. 54.80 lakhs outstanding as on March 31, 2024, these liabilities were pending for payment since March 2022. Further adequate interest on such outstanding neither paid not provided in financials. As a result, and pending litigations, we were unable to determine whether any adjustments might have been necessary in respect of recorded liabilities and the resultant impacts on the financial results.

i) Current Tax Liabilities aggregating to Rs. 1142.66 lakhs as on March 31, 2024, the details of income tax provisions are as under:

The Company has not deposited the above amounts to the Income Tax Department. Also, the interest payable on the above liabilities amounting to Rs. 232.99 Lakhs as provided during the year in the books of account were not paid. These matters are under litigation with Income Tax Departments and consequently pending litigations, we were unable to determine whether any adjustments might have been necessary in respect of recorded/unrecorded liabilities and the elements making the financial results.

j) As stated in note 5 to the financial results, Basic and Diluted EPS, the Company has not calculated the diluted EPS giving impact of the right issue and issue of share warrants and as such cannot be commented upon by us;

We conducted our audit in accordance with the Standards on Auditing (SAs') 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 Statement 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 ('the ICAl') 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 obtained by us, is sufficient and appropriate to provide a basis for our adverse opinion.

a) Revenue from Operations aggregating to Rs. 9807.84 Lakhs and Purchases of Stock-in-trading aggregating to Rs. 8215.72 Lakhs for the year ended March 31, 2024 wherein we observed the following: -

a. Based on the generally accepted auditing practices in case of sale of goods and purchases of goods, we could not find the evidence for the movement of the goods like delivery challans, transport charges, purchase orders, Goods Receipt Notes (GRN) and proof of delivery etc. However, we have received few E way bills for the samples selected by us, but the volume of sales and purchases, nature of stock items, and repetitiveness of vehicle numbers in E way bills gives us doubt on physical movement of goods supplied. Also, in the samples selected by us we observed that the GST at the prevailing rates were not levied on the products purchased or sold during the year and the same has been categorised as exempt goods.

b. Furthermore, the Sales Transactions on which TCS was collected by the Company as per section 206C(1H) of Income Tax Act, 1961 but not paid by the Company and applicable periodic returns for TCS were not filed. Based on the party wise sales volume, we could not find the supporting third party evidence to confirm the deduction of TDS U/s 194Q of Income Tax Act, 1961 on purchases made by the customers of the Company. Therefore, we state that the reporting of sales transactions as above have not been done either by seller or by purchaser.

c. Furthermore, the TDS on purchase of goods u/s 194Q was not paid nor the return was filed for the year ended March 31, 2024 and hence the party-wise details of purchases were not reported to the respective departments.

d. Further, in cases of receipts from sale of goods, we observed that the amount realised from the sales were not retained in the bank accounts and the same were immediately transferred to the other parties.

As a result of these observations, we were unable to obtain sufficient appropriate audit evidences regarding the movement of the goods during the year and also unable to comment on the taxability of the goods purchased and sold during the year.

b) As stated in note 4 of the financial results, the Company has not adopted the accounting software with the feature of recording audit trail of each and every transaction, creating an edit log of each change made in books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled and as such cannot be commented upon by us.

c) As stated above in para c) of basis for qualified opinion regarding the loans and advances to related parties, we did not find the underlying documents i.e. any business plan or feasibility report of the entities to whom the assistance has been given and the need or necessity of such assistance. As a result, this cannot be commented upon by us.

d) Investment Property aggregating to Rs. 568.92 Lakhs as on March 31, 2024, we observed and as per the explanation and information provided to us, the Investment Property held by the

Company has not generated any income/revenue during the year. Further no impairment assessments have been conducted to determine the fair value of these properties in accordance with the Ind AS. As a result of these issues, we were unable to obtain sufficient appropriate audit evidence regarding the valuation and recoverability of the investment properties. Consequently, we were unable to determine whether any adjustments might have been necessary in respect of recorded or unrecorded assets and the resultant impact on the financial results.

Responsibilities of Management and Those Charged with Governance for the financial results

These financial results have been prepared on the basis of the annual audited financial statements. The Company's Board of Directors are responsible for the preparation and presentation of the Statement that gives a true and fair view of the net profit and other comprehensive income and other financial information of the Company in accordance with the recognition and measurement principles laid down in Indian Accounting Standards under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India, and in compliance with Regulation 33 of the Listing Regulations. 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 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 results that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the Statement, the Board 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the financial results

Our objectives are to obtain reasonable assurance about whether the Statement as a whole is 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 Standards on Auditing, specified under section 143(10) of the Act, 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 results.

As part of an audit in accordance with the Standards on Auditing, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Statement, 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 in place adequate internal financial controls with reference to financial statements 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 the management.

• Conclude on the appropriateness of the 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 Statement 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 Statement, including the disclosures, and whether the Statement represents 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.

These financial results include the results for the quarter ended March 31, being the balancing figures between the audited figures in respect of the full financial year and the published year to date figures up to December 31 of the relevant financial year. These figures were subject to limited review by us as required under the Listing Regulations.

Our opinion is not modified in respect of the above matter.

For Mittal & Associates

Chartered Accountants

Firm’s ICAI Registration No. 106456W

SD/-

Hemant Bohra Partner

Membership No.: 165667 UDIN: 24165667BKEZEZ9780

Date: June 15,2024 Palace: Mumbai