We have audited the accompanying standalone financial statements of Shantai Industries
Limited (formerly known as Wheel and Axle Textiles Limited) ("the Company"), which
comprises the balance sheet as at March 31, 2024, the statement of profit and loss,
statement of cash flows of the Company and the statement of changes in equity for the year
ended on that date, and notes to the standalone financial statements, including a summary of
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 ('Act') in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the state of affairs of
the Company as at March 31, 2024, and its profit, cash flows and changes in equity for the
year ended on that date.

B Basis of Opinion

We conducted our audit in accordance with the standards on auditing specified under section
143(10) of the Companies Act, 2013. 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 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
opinion.

C 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. For the matter below, our description of how our audit addressed the matter is
provided in that context.

We have determined the matter described below to be the key audit matter to be
communicated in our report. We have fulfilled the responsibilities described in the auditors'
responsibilities for the audit of the standalone financial statements section of our report,
including in relation to that matter. Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the risks of material misstatement of the
standalone financial statements. The results of our audit procedures, including the procedures
performed to address the matter below, provide the basis for our audit opinion on the
accompanying standalone financial statements.

'MF /14 - 26. Nariman Point Shopping Centre, Near Raghuvir Bunglows, City Light Road. Surat - 395007
Tele : 0261 2223030 • E-mari: dsi.surat@gmail.com

D Information other than the standalone financial statements and auditors' report

The Company's management and Board of Directors are responsible for the preparation of the
other information. The other information comprises of the information included in the
Management Discussion and Analysis, Board's Report including Annexures to Board's Report,
Business Responsibility and Sustainability Report, Corporate Governance and Shareholder's
Infomration, but does not include the standalone financial statements and our auditor's report
thereon. 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 standaloane 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.

E Responsibility of the Management and Board of Directors 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 of these standalone financial
statements that give a true and fair view of the financial position, financial performance, cash
flows and changes in equity of the Company in accordance with the accounting principles
generally accepted in India, including the accounting standards specified under section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also
includes the 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 statement 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 and 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 company's Mamnagement and Board of
Directors are also responsible for overseeing the Company's financial reporting process.

F 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 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 control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the
company has adequate internal financial controls with reference to standalone financial
statements 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 and Board of
Directors.

• Conclude on the appropriateness of Management and Board of Directors use of the going
concern basis of accounting in preparation of standalone financial statements 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 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 standalone 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 standalone 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.

G 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 sub-section (11) of section 143 of the Act, we give in
Annexure-A a statement on the matters specified in paragraphs 3 and 4 of the Order.

2 As required by section 143(3) of the Act, 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 standalone balance sheet, the standalone statement of profit and loss, the
standalone cash flow statement and standalone statement of Changes in Equity dealt
with by this report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the 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,
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) 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;

(g) 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, in our opinion and to
the best of our information and according to the explanations given to us:

(i) The Company does not have any pending litigations which would impact its
financial position;

(ii) The Company did not have any long-term contracts including derivative contracts
for which there were any material foreseeable losses;

(iii) There has been no amount which was required to be transferred to the Investor
Education and Protection Fund by the Company during the year.

(iv) (a) The Management has represented that, to the best of its 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 to
or in any other person or entities including foreign entities
("Intermediaries"), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, whether, directly or indirectly lend
or invest in other persons or entities identified 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 Management has represented, that, to the best of its knowledge and
belief, no funds (which are material either individually or in the aggregate)
have been received by the Company from any person or entities, including
foreign entities ("Funding Parties"), with the understanding, whether
recorded in writing or otherwise, that the Company shall, whether, directly
or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries; and

(c) Based on the audit procedures that have been 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 (i) and (ii)
of Rule 11(e), as provided under (a) and (b) above, contain any material
misstatement.

(v) The Board of Directors of the Company has not paid or proposed any dividend
either interim or final in the current previous year.

(vi) 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, 2024 which has a feature of recording audit trail (edit log)
facility and the same has operated 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.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable
from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 on preservation of audit trail as per the statutory
requirements for record retention is not applicable for the financial year ended
March 31, 2024.

As per our report of even date

For DSI & Co.

Chartered Accountants

ICAI FRN 127226W

SD/-

Eric Kapadia

Partner

Place : Surat Membership No. 136712

Date : 28-05-2024 UDIN: 24136712BKEZXA1163