We have audited the accompanying Annual Financial Statements
of DIAMOND POWER INFRASTRUCTURE LIMITED ("the
Company") which comprises the Balance sheet as at 31^st
March, 2025, the Statement of Profit & Loss (including Other
Comprehensive Income), the Statement of Cash Flows and
Statement of Changes in Equity for the year then ended, and
notes to the financial statements, including a summary of
significant accounting policies and other explanatory information
(hereinafter referred to as “Standalone Financial Statements")

Qualified Opinion

In our opinion and to the best of our information and according to
the explanations given to us, subject to the effect of the matter
described in the “Basis of Qualified Opinion" section of our Report
hereinbelow, 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 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, and its
Total Comprehensive Income comprising its Profit and Other
Comprehensive Income, Changes in Equity and its Cash Flows
for the year ended on that date.

Basis for Qualified Opinion

Attention is Invited to Note 4 of the Notes to the Standalone
Financial Results wherein Management has disclosed the fact
relating to the ongoing exercise relating to updation of the
Property Plant & Equipment Register with all necessary details,
physical verification and reconciliation with books of accounts
including Capital Work-in-Progress and giving appropriate effect
to the outcome of the same, including depreciation thereon, for
which the task has been allotted to an Independent Agency by
the Company.

As the end of the year, the Agency has completed primary
Physical Verification of the Property, Plant and Equipment
and reconciliation of the same with the data available with
a cut-off date of 31^st March, 2024 as also a preliminary value

allocation of costs and accumulated depreciation. However, the
determination the final value-in-use of each item of Property,
Plant and Equipment as also the estimated remaining useful
lives which will enable to calculate prospective depreciation was
still under process. The Management has stated the reasons for
delay and also the new developments leading to its expectation
of completion of the exercise in the first quarter of next fiscal year.

Due to the pendency of the exercise, the Property, Plant &
Equipment Block is being carried forward with the balances as
appearing from the NCLT / RP Period prior to takeover by the new
Management while fresh additions made are being added to the
respective blocks.

Further, the Company has also appropriated and capitalised
electricity, manpower and interest costs to CWIP block which are
identified and / or worked out as relating to ongoing expansion
/ commissioning of CWIP as well as proportionate allocation
towards estimated capacity utilisation of Property, Plant,
Equipment Block

The Depreciation on the unreconciled / pending to be updated
values which are being carried forward from the NCLT / RP period
has been provided only @ 20% of the applicable depreciation on
such values citing that the manufacturing operations were not
operating at optimum capacity and the same has been considered
based on estimates of capacity utilization and normal wear and
tear which, in the opinion of the management, is expected to
fairly represent the depreciation charge for the year. Depreciation
on fresh additions including capitalization of Capital Work-in¬
Progress commissioned during the year is being provided at
appropriate rate.

The Management has stated that upon completion of the exercise
as aforesaid in the next fiscal year, once the final value-in-use of
each item of Property, Plant and Equipment is crystallised the
necessary effect of the same, including impairment, if any, shall
be provided in the books in the next fiscal year, considering that it
relates to period prior to takeover by new management. Further,
as the estimated remaining useful lives are finalised, the exact
amount of prospective depreciation charge will also be worked
out and provided for from the next fiscal year

Since the exercise of updation and reconciliation of Property, Plant
& Equipment Register and Capital Work-in-Progress is going
on including working of value-in-use and remaining estimated
useful lives of each item of Property, Plant and Equipment, we
will be able to verify and opine on the correctness of the values

of Property, Plant & Equipment and Capital Work-in-Progress as
appearing in the books as at the end of the year end, as well as for
appropriation / capitalization of power, manpower and borrowing
costs to Capital Work-in-Progress and on the depreciation
provided including the veracity of the management estimate of
20% for calculation of depreciation and appropriation, only upon
completion of the exercise as aforesaid.

Hence, the Net Profit and Other Financial Information for the year
ended March 31, 2025 are subject to the effect of this matter.
Our audit report for the previous year ended March 31, 2024 as
well as our limited review reports for the first, second and third
quarters of the current financial year were also qualified in respect
of this matter.

Conduct of Audit

We conducted our audit in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Companies
Act, 2013 (the Act). Our responsibilities under those Standards are
further described in the Auditor's Responsibilities for the Audit
of the Standalone Financial Results 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 results under the provisions of the Companies Act,
2013 and the Rules there under, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and
the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion on the standalone annual financial results.

Emphasis of Matter:

Attention is Invited to Note 52 wherein it has been disclosed that
the Enforcement Directorate has not yet released the attachment
on the assets of the Company and that the Company has filed
petitions before the relevant Honourable Courts seeking release
of the attachments on the assets.

Our Opinion in not modified in respect of the above matters.

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.

We have determined the matter described below to be the key
audit matters to be communicated in our report.

Capitalization from Capital Work-in-Progress
(CWIP):

(Reference is Invited to Note 3.1 and 3.2 under Significant
Accounting Policies and Note 5 of the Notes to the Standalone
Financial Statements)

The Company has significant ongoing capital expenditure projects.
Capitalization from CWIP to Property, Plant and Equipment
requires management's judgement in determining the timing of
capitalization, i.e., when the asset is ready for its intended use.
Any error in timing or valuation can materially impact depreciation,
asset values, and profit.

How the Key Audit Matter was addressed in our
Audit :

Our audit included, but was not limited to, the following procedures:

• Understanding the process and evaluating the design and
implementation of internal controls over project tracking
and capitalization.

• Evaluating the criteria used by management to determine
readiness for intended use, including review of completion
and commissioning reports.

• Comparing actual project timelines and costs with
budgets to identify anomalies or delays which could affect
capitalization timing.

• Verifying the transfer entries from CWIP to fixed assets
register and the commencement of depreciation post¬
capitalization.

• Evaluating disclosures in the financial statements relating to
CWIP movement, aging, and capitalization policies to ensure
transparency and compliance with accounting standards.

Based on the audit work performed, we found that the Company's
capitalization from CWIP was consistent with applicable
accounting principles and appropriately supported.

Information Other than the Standalone Financial
Statements and Auditor's Report Thereon

The Company's Board of Directors is 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, Shareholder's
Information and Other Information included in the Company's
Annual Report, but does not include the consolidated financial
statements, standalone financial statements and our auditor's
reports 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 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 report that fact. We have nothing to report in
this regard.

Management's Responsibility for the Financial
Statements

The Company's Board of Directors is responsible for the matters
stated in Section 134(5) of the Companies Act, 2013 (“the Act")
with respect to the preparation and presentation of these 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 IND-
AS and other accounting principles generally accepted in India,
including the Accounting Standards specified under Section 133
of the Companies Act, 2013 read with Rule 7 of the Companies
(Account) Rules, 2014.

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 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, 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.

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

Auditor's Responsibility

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 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 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.

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 the Companies (Auditors Report) Order, 2020
(“the Order") issued by the Central Government in terms of
section 143 (11) of the Companies Act, 2013, we enclose
in the Annexure-A, a statement on the matters specified in
paragraph 3 & 4 of the said Order, to the extent applicable.

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 purpose of our Audit;

b) In our opinion, proper books of accounts as required
by the law have been kept by the Company, so far as
appears from our examination of the said books;

c) The Balance Sheet, Statement of Profit & Loss including
Other Comprehensive Income, Statement of Changes
in Equity and Cash Flow Statement dealt with by this
report are in agreement with the books of accounts of
the Company;

d) In our opinion, the aforesaid Financial Statements comply
with the Ind AS specified under Section 133 of the Act, read
with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the
directors, as on 31^st March, 2025, and taken on record by
the Board of Directors, we report that none of the directors
is disqualified as on 31^st March, 2025 from being appointed
as a director of the Company in terms of Section 164(2) of
the Act.

f) With respect to the adequacy of the internal financial controls
over financial reporting and the operating effectiveness of
such controls; refer to our separate report in Annexure - B
attached herewith.

g) With respect to the matter to be included in the Auditors
Report u/s. 197(16) of the Act, in our opinion and according to
information and explanations given to us, the remuneration
paid by company to its directors is in accordance with the
provisions of Section 197 of the Act read with Schedule V in
terms of requisite approvals obtained as mandated therein
and is not in excess of the limits specified therein.

h) With respect to the other matters to be included in our
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 impact of pending litigations on the financial
position are disclosed Note 36 of Notes to the
Standalone Financial Statements.

(ii) There are no long-term contracts for which there
were material foreseeable losses for which provision
is required

(iii) There has been no delay in transferring amounts
required to be transferred to the Investor Protection
Fund by the Company.

(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
entity, including foreign entity (“Intermediaries"),
with the understanding, whether recorded in
writing or otherwise, that the Intermediary

Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement.

(v) The Board of Directors of the Company has not
declared or paid any dividend during the year.

(vi) Based on our examination which included test checks,
the company has used an accounting software for
maintaining its books of account 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. Further, during
the course of our audit we did not come across any
instance of audit trail feature being tampered with and
the audit trail has been preserved by the company as
per the statutory requirements for record retention.

For Naresh & Co.

Chartered Accountants
(F.R.N. 106928W)

CA Abhijeet Dandekar

Place: Ahmedabad Partner

Date: 30/05/2025 (M. R. N. 108377)

UDIN: 25108377BMINGF1760