We have audited the accompanying Financial statements of
Shiva Cement Limited (“the Company”), which comprise the
balance sheet as at March 31,2025, and the statement of profit
and loss including the statement of other comprehensive
income, the cash flow statement and the statement of
changes in equity 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”), as amended, 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, 2025, and its
loss including other comprehensive loss, its cash flows and
the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements
in accordance with the Standards on Auditing (SAs)
specified under sub-section (10) of Section 143 of the Act.
Our responsibilities under those SAs 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 together
with the ethical requirements that are relevant to our audit of
the financial statements under the provisions of the Act and
the Rules thereunder, 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 audit opinion on the financial statements.

Material Uncertainty related to going concern

We draw attention to Note 37 (g) to the financial statements
which indicates that during the year ended March 31, 2025,
the Company has incurred loss of '14,247.66 lakhs and
as on March 31, 2025, the Company’s accumulated loss
is '43,387.15 lakhs resulting in erosion of net worth of the
Company. The financial statements of the Company have
been prepared on a going concern basis for the reason stated
in the said note. The validity of the going concern assumption
would depend upon the performance of the Company as per
its future business plan. Our opinion is not qualified in respect
of this matter.

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 for the financial year ended March 31,
2025. This matter was 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. For each 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
Auditor’s responsibilities for the audit of the financial
statements section of our report, including in relation to these
matters. Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the
risks of material misstatement of the financial statements.
The results of our audit procedures, including the procedures
performed to address the matters below, provide the basis for
our audit opinion on the accompanying financial statements.

Information Other than the Financial statements and
Auditor’s Report Thereon

The Company’s Management and Board of Directors is
responsible for the other information. The other information
comprises the information included in the Company’s Annual
Report 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 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 the Management for the Financial
statements

The Company’s Board of Directors are responsible for the
matters stated in sub-section (5) of Section 134 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 accounting principles generally accepted in
India, including the Indian Accounting Standards specified
under Section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended.
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 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 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 Responsibilities 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 control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under clause
(i) of sub-section (3) of Section 143 of the Act, we are
also responsible for expressing our opinion on whether
the company has adequate internal financial controls
with reference to 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.

Conclude on the appropriateness of management’s
and Board of Directors use of the going concern basis
of accounting in preparation of financial statement
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 for the
financial year ended March 31, 2025, 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 (Auditor’s Report) Order,
2020 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of Section 143 of
the Act, we give in the “Annexure A” a statement on the
matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

2. As required by sub-section (3) of Section 143 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 balance sheet, the statement of profit and
loss including other comprehensive income, the
statement of cash flow and the 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
Companies (Indian Accounting Standards) Rules,
2015, as amended.

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
sub-section (2) of Section 164 of the Act.

f. With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in “Annexure B” to this report.

g. In our opinion, the managerial remuneration for
the year ended March 31, 2025 has been paid
/ provided by the Company to its directors in
accordance with the provisions of section 197 read
with Schedule V to the Act;

h. The going concern matter described under
material uncertainty related to the Going Concern
paragraph above, in our opinion, may have an
adverse effect on the functioning of the Company.

i. 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 financial statements - Refer Note 37 (a) to
the 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 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 persons or entities, including
foreign entity (“Intermediaries”), with

under (a) and (b) above, contain any
material misstatement.

v. The Company has not declared and paid
dividend during the year.

vi. As more fully described in note 37 (h) to
the financial statements, 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 was 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, in respect of
accounting software where the audit trail has
been enabled. Additionally, the audit trail of
prior year has been preserved by the Company
as per the statutory requirements for record
retention to the extent it was enabled and
recorded in the respective year.

For SHAH GUPTA & CO.,

Chartered Accountants
Firm Registration No.: 109574W

Heneel K Patel

M. No. 114103

Unique Document Identification Number (UDIN) for this
document is: 25114103BMNAQX4216
Place: Mumbai
Date: April 28, 2025