We have audited the accompanying standalone IND AS financial statements of SHAH ALLOYS LIMITED (the "Company"), which
comprise the Balance Sheet as at March 31, 2026, 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 ended on that date and a summary of material 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 (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 31,2026 and its Profits, total 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 ("SA"s) 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 Standalone Ind AS
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
standalone 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 obtained by us
is sufficient and appropriate to provide a basis for our audit opinion on the standalone IND AS financial statements.

Material Uncertainty Related to Going Concern

1. The company in its board meeting dated 21.07.2025 had declared closure of its existing Iron and Steel plant considering

the technology obsolescence and increasing higher production cost due to which there is a persistent loss since last
couple of years and draining the resources of the company and accordingly the Iron and Steel plant situated at Vill. Santej,
Tal. Kalol, Dist. Gandhinagar, in the State of Gujarat has been shut down and as per the management, the operations of
the Plant has been closed since August , 2025. In view of this, we are unable to give our opinion on the "going concern"
status of the company. However, as per the representation made by management, the company is exploring various
options in the best interest of its stakeholders and on that basis, the provision for impairment of the assets has not been
made by the company and the accounts have been prepared on a "going concern" basis. (Refer to note 44 of standalone
IND AS financial statements)

Our opinion is not modified on the above matter.

Emphasis of Matter

1. The company in its board meeting dated 21.07.2025 had declared closure of its existing Iron and Steel plant considering
the technology obsolescence and increasing higher production cost due to which there is a persistent loss since last
couple of years and draining the resources of the company and accordingly the Iron and Steel plant situated at Vill.
Santej, Tal. Kalol, Dist. Gandhinagar, in the State of Gujarat has been shut down and as per the management, the
operations of the Plant has been closed since August , 2025. In view of this, we are unable to give our opinion on the
"going concern" status of the company. However, as per the representation made by management, the company
is exploring various options in the best interest of its stakeholders and on that basis, the provision for impairment
of the assets has not been made by the company and the accounts have been prepared on a "going concern" basis.
(Refer Note No. 44 of Standalone IND AS Financial Statements).

2. The balance confirmation from the suppliers, non-moving banks and customers have been called for, but the same are
awaited till the date of audit. Thus, the balances of receivables, advance from customers, non-moving banks and trade
payables have been taken as per the books of accounts submitted by the company and are subject to confirmation from
the respective parties. ((Refer Note No. 45 of Standalone IND AS Financial Statements).

3. During the year under review, the company has sold its 16-inch Rolling Mill Plant for a consideration of Rs 1700.00 lakhs.
The Profit on sale the said 16-inch Rolling Mill of Rs 1691.53 lakhs has been shown as income in the Statement of Profit
and loss and has been reflected as an "Exceptional Item" in the Statement of Profit and loss for the year ended on 31^st
March, 2026. ((Refer Note No. 41 of Standalone IND AS Financial Statements).

4. During the year under review, the company has sold Plant and Machinery (including Capital Work in Progress [CWIP])
along with technical know-how & technology transfer for a consideration of Rs 6300.00 lakhs. The Gain arising of Rs
5347.68 lakhs out of sale of Plant and Machinery (including CWIP) along with technical know-how & technology transfer
has been reflected as an "Exceptional Item" in the Statement of Profit and loss for the year ended on 31^st March, 2026.
(Refer Note No. 42 of Standalone IND AS Financial Statements).

5. During the year under review, the company has made disinvestment in the shares of its associate i.e. SAL Steel Limited
through share purchase agreement dated 04.09.25. The Realized gain on sale the said shares of Rs 1398.41 lakhs has
been reflected as an "Exceptional Item" in the Statement of Profit and loss for the for the year ended on 31^st March, 2026.
(Refer Note No. 33 of Standalone IND AS Financial Statements).

6. During the year review, on 27^th January, 2026 the company had entered in to settlement agreement with HDFC Bank
for the settlement of its entire dues in respect of various facilities and assistance provided by HDFC Bank The said
agreements provide for the settlement of entire dues in respect of financial assistance and facilities with the underlying
Securities for the payment of Rs 1800.00 lacs towards full and final settlement against the total liability (Principal and
Interest as per the books of the company) of Rs 2523.77 lacs resulting in to the waiver of liability (Principal and Interest)
amounting to 723.76 lacs. The said Waiver of Principal and Interest has been shown as income in the Statement of Profit
and loss and has been reflected as an Exceptional Item in the Statement of Profit and loss for the year ended on 31^st March
2026. (Refer Note No. 43 of Standalone IND AS Financial Statements).

7. Refer Note No 40 of notes forming part of Standalone Financial Statements, regarding non availing of Insurance on the
Property Plant and Equipment of the Company.

Our opinion is not modified in 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 standalone IND AS

financial statements of the current period. These matters were addressed in the context of our audit of the standalone IND AS financial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter

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 Annual Report, but does not include the standalone IND AS financial statements and our auditor's report thereon.

Our opinion on the standalone IND AS 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 IND AS 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.

Responsibilities of Management and Those Charged with Governance for the Standalone IND AS
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 IND AS financial statements that give a true and fair view of the state of affairs, profit / loss and
other comprehensive income, changes in equity and cash flows of the Company in accordance with the applicable Indian accounting
standards (IND AS) specified under section 133 of the Act read with relevant rules issued there under 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 standalone Ind AS Financial
Results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone Ind AS 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
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 is also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone IND AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 Standards on Auditing 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 Ind
AS Financial statements.

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

• Identify and assess the risks of material misstatement of the standalone Ind AS financial Results, 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
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 standalone Ind AS financial results 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 Ind AS financial results, including the disclosures, and
whether the standalone Ind AS Financial Results 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 standalone Ind AS 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 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 read with Schedule V of the Act.

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 A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

3. 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 standalone Balance Sheet, the standalone Statement of Profit and Loss including Other Comprehensive Income,
standalone Statement of Changes in Equity and the standalone Statement of Cash Flows dealt with by this Report are in
agreement with the books of account.

d) In our opinion, the aforesaid standalone IND AS Financial statements comply with the Indian Accounting Standards specified
under section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2026 taken on record by the Board
of Directors, none of the directors is disqualified as on March 31,2026 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 with reference to standalone financial statements 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 with
reference to standalone financial statements.

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, 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 the standalone Ind AS Financial
Statements (Refer Note No 36 to the Standalone Ind AS Financial Statements).

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

(iii) There were no amounts which were required to be transferred to the Investor Education and 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 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) The company has not declared and paid any Interim divided nor has proposed any final dividend during the previous
year, and hence the question of Compliance and applicability of Section 123 of the Companies Act does not arise.

(vi) Based on our examination, which included test checks, the Company has used 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 the audit trail feature being tampered with. The audit trail has been preserved by the company
as per the statutory requirements for record retention.

For, Parikh & Majmudar

Chartered Accountants
FRN - 107525W

[CA SATWIK DURKAL]

PARTNER

Place: Ahmedabad Membership No. 107628

Date: 30-05-2026 UDIN: 26107628DIELLD9322