We have audited the accompanying standalone Financial Statements of Oswal Overseas Limited (“the
Company”), which comprise the Balance Sheet as at March 31, 2025, and 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 then ended and a summary of the material accounting policies and other
explanatory information attached herewith, being submitted by the Company pursuant to the requirement
of regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 as
amended (the ‘Listing Regulations').

In our opinion and to the best of our information and according to the explanations given to us and
subject to the significance of the matter discussed in the Basis for qualified Opinion section of our report,
the accompanying standalone Financial Statements 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,
2025, its Losses, Changes in Equity and its Cash Flows for the year then ended.

Basis for Qualified Opinion

We draw attention to the following points which could have an impact on the Company’s future
operations if not addressed appropriately:

1. As shown as per Note 11 of the Financial Statements, Reserves and Surplus of the Company
are negative leading to a Negative Net Worth amounting Rs 43.56 Lacs, therefore Bankers do
not sanction fresh limits.

2. Further, the Company incurred Cash Losses Rs 829.36 Lacs during the year and Rs 275.76
Lacs in immediately previous year as stated in Clause xvii. of Annexure B below.

3. The Cash Losses for two years have caused significant working capital deficiency i.e. current
liabilities of Rs.7,363.95 Lacs against current assets of Rs.1,231.68 Lacs.

4. As stated in Note 10 of Financial Statements there is a case filed by the legal heirs of the
deceased Promoter which is currently pending for disposal with NCLT. However as informed
compromise amongst promoters is at advance stage.

5. As stated in Note 33 of Financial Statements, the Company is having Adverse Key Financial
Ratios which are not beneficial due to severe liquidity, negative net worth and Cash
Losses etc.

We conducted our audit in accordance with the Standards on Auditing (SAs) 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 and the relevant provisions of the Companies Act, 2013, and we have
fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Key Audit Matters

Key audit matters (‘KAM') 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.

a) Dues of small enterprises and micro enterprises

The disclosure pursuant to the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED
Act) for dues to micro enterprises and small enterprises as at March 31,2025 and 2024 is as under:

Dues remaining unpaid to any supplier:

• The payments made to the MSME vendors are beyond the time limits specified in section 15 of
the MSMED Act, 2006 and without adding the interest specified under the same act.

• MSME are recognised to the extent identified by the Company on the basis of certificates
received from them.

Emphasis of Matter

We draw attention to the following note of the standalone Financial Statements:

In Notes to Account of the Financial Statements, which describes that a portion of the Company's
shareholding was transferred to certain individuals based on nomination, and the matter is currently
under adjudication by the National Company Law Tribunal (NCLT) following a claim by the legal heirs
of the deceased shareholder.

Our opinion is not modified in respect of these matters.

Information Other than the 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 Report,
and Shareholder Information, 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 identified above when it becomes available 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. Thus, 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 Standalone 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 of these standalone 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 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 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
scepticism 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 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 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 the management.

• Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors
in terms of requirements specified under regulation 33 of the Listing Regulations.

• 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.

• Obtain sufficient appropriate audit evidence regarding the statement of the Company to express
and opinion thereon.

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.

Other Matters

The annual financial results include the results for the quarter ended March 31,2025 being the balancing
figure between the audited figures in respect of full financial year and the published unaudited year to
date figures up to the third quarter of the current financial year which were subjected to limited review by
us as required under the Listing Regulations.

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 Flows 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 Ind AS
specified under Section 133 of the Act.

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”. 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
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, the remuneration paid by the Company to its directors during the 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 11 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:

(i) The Company has disclosed the impact of pending litigations on its financial
position in its standalone Financial Statements.

(ii) 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;

(iii) There has been no delay in transferring amounts, required to be transferred, to
the Investor Education and Protection Fund by the Company and its subsidiary
companies incorporated in India.

(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
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 entity, including foreign entity
(“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;

(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) There is no final and interim dividend paid or declared by the Company during
the year.

(vi) 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, the Company is not using accounting software
for maintaining its books of accounts, which has a feature of recording audit trail (edit log) facility

and according to the information and explanation given to us, the Company is in the process of
implementation and upgradation of its accounting package to include such a feature as required by the
amended Rule 3(1) of the Companies (Accounts) Rules, 2014.

2. 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 B” a statement on the matters
specified in paragraphs 3 and 4 of the Order.

For DSRV AND COMPANY LLP
CHARTERED ACCOUNTANTS

Sd/-

(CA. MOHIT KUMAR)

Place: Panchkula Partner

Date: 30.05.2025 Membership No: 542901

FRN: 006993N