We have audited the accompanying financial statements of
Manoj Vaibhav Gems 'N' Jewellers Limited (hereinafter
referred to as "the Company"), which comprise the Balance
Sheet as at March 31, 2025, the Statement of Profit and Loss
(including Other Comprehensive Income), the Statement
of Changes in Equity and the Cash flow statement for the
year then ended, and notes to the financial statements,
including a summary of material accounting policies and
other 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 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, 2025 its profit, other
comprehensive income, changes in equity and its cash
flows for the year ended on that date.

Basis for 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 Standards are further
described in the Auditor's 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 ("ICAI") together with the ethical requirements that
are relevant to our audit of the 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 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
financial statements of the current period. 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.

Information Other than the Financial Statements
and Auditor's 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 Management
Discussion and Analysis, Board's Report including
Annexures to Board's Report, Business Responsibility
Report, Corporate Governance Report, and Shareholder
Information, 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.

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.

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 regard.

Responsibilities of Management and those
charged with governance for the 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 of these
financial statements that give a true and 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 (Ind AS) prescribed under section 133 of the Act,
read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended, 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 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 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, the Board of
Directors 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.

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

Auditor's Responsibility 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 aggregate,
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 skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the 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 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 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 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

1. 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.

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 books of account.

d) In our opinion, the aforesaid financial statements
comply with the Indian Accounting Standards
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, 2025
taken on record by the Board of Directors, none
of the directors is disqualified as on March 31,
2025 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 over financial reporting of the
Company and the operating effectiveness of
such controls, refer to our separate Report in
"Annexure - A".

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:

I n our opinion and according to 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.

h) With respect to the other matters to be included
in the Auditor's Report in accordance with Rule

II 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:

a. The Company has disclosed the impact of
pending litigations on its financial position in
its Financial Statements - Refer Note 39 to
the financial statements

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

c. There were no amounts which were 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 securities 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 form 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 under
sub-clause (d) (i) and (d)(ii) contain any
material misstatement.

e. According to the information and
explanations given to us, the Company has
not declared or paid any Dividend during
the year.

f. Based on our examination, which included
test checks, the Company has used
accounting software for maintaining its
books of account for the financial year
ended March 31, 2025 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 systems. Further, during the course
of audit we did not come across any instance
of the audit trail feature being tampered with
and the audit trail has been preserved by the
company as per the statutory requirements
for record retention.

2. As required by the Companies (Auditor's Report)
Order, 2020 ("the Order") issued by the Central
Government of India in terms of Section 143(11) of the
Act, we give in "Annexure - B" a statement on the
matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

For Sagar & Associates

Chartered Accountants

Firm's Registration No: 003510S

CA B Aruna

Partner

Membership No.216454

UDIN: 25216454BMIJTY8649

Place: Hyderabad

Date: May 28, 2025