We have audited the accompanying standalone financial
statements of Tribhovandas Bhimji Zaveri Limited ("the
Company"), which comprise the Balance Sheet as at 31^st
March, 2025, the Statement of Profit and Loss (including
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 significant accounting policies and other
explanatory information. (Hereinafter referred to as
"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 31^st March, 2025, its profit including other
comprehensive income, its cash flows and the changes in
equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards
on Auditing (SAs) 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 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 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 on the financial statements.

Key Audit Matter

Key audit matter is this matter that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements for the financial year
ended 31^st March, 2025. This matter was 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 this matter. We have
determined the matter described below to be the key audit
matter to be communicated in our report.

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 financial statements and our
auditor's report thereon. The Annual report is expected
to be made available to us after the date of this auditor's
report.

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 such 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.

When we read the other information identified above, if we
conclude that there is a material misstatement therein we
are required to communicate the matter to those charged
with governance.

Responsibilities of Management for the Standalone
Financial Statements

The Company's Board of Directors is 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 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 (Ind AS) specified under section 133 of the Act.
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 the 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.

Those Board of Directors are also 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
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 Act, 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.

• 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.

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 for the financial year ended 31^st March, 2025
and are therefore the key audit matter. We describe this
matter 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.

2. Further to our comment in the Annexure A, 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 Balance Sheet, Statement of Profit and
Loss including Other Comprehensive Income,
the Cash Flow Statement and Statement of
Changes in Equity dealt with by this Report are
in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting
Standards specified under Section 133 of the Act;

(e) On the basis of the written representations
received from the directors as on 31^st March,
2025, taken on record by the Board of Directors,
none of the directors is disqualified as on 31^st
March, 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 with reference to standalone
financial statements of the Company and the
operating effectiveness of such controls, refer
to our separate Report in "Annexure B" to this
report;

(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 and as represented by
the managements:

i) The Company has disclosed the impact of
pending litigations on its financial position in
its standalone financial statements - Refer Note
39.3 to the standalone 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 has been no delay in transferring amounts,
required to be transferred, to the Investors
Education and Protection Fund by of the
Company

iv) (a) Management has represented to us that,

to the best of it's knowledge and belief,
as disclosed in the notes to standalone
financial statements, 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 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) Management has represented to us that,
to the best of it's knowledge and belief,
as disclosed in the notes to standalone
financial statements, no funds have
been received by the Company from
any person(s) or entity(ies), 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;

(c) Based on our audit procedure performed
that have been considered reasonable and
appropriate in the circumstances, nothing
has come to our attention that cause us
to believe that the representation given
by the management under paragraph
(2) (h) (iv) (a) & (b) contain any material
misstatement.

v) The final dividend paid by the Company during
the year which was declared for the previous
year is in accordance with section 123 of the
Companies Act 2013 to the extent it applies to
payment of dividend.

As stated in note no 39.8 to the standalone
financial statements, the Board of Directors of
the Company have proposed final dividend
for the year which is subject to the approval of
the members at the ensuing Annual General
Meeting. The dividend declared is in accordance
with section 123 of the Act to the extent it
applies to declaration of dividend.

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 31^st March, 2025
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 softwares. Further, during the
course of our audit we did not come across any
instance of audit trail feature being tampered
with. Additionally, the company has preserved
the audit trail as per statutory record retention
requirements.

For Chaturvedi & Shah LLP

Chartered Accountants
Registration Number: 101720W/W100355

Vijay Napawaliya

Partner

Place: Mumbai Membership Number: 109859

Date: 22^nd May, 2025 UDIN: 25109859BMMJQF7463