We have audited the accompanying financial statements
of Zodiac JRD- MKJ Limited (“the Company”),
(“the Company”), which comprise the Balance Sheet
as at 31^st March 2025, 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 notes to the
standalone financial statements, including a summary
of significant 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
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, the Loss and the total
comprehensive income, changes in equity and its cash
flows for the year ended on that date.

Basis of Qualified Opinion

1. In respect of Inventories during the year under
audit, the management has not undertaken any
physical verification of the inventories at the year
end. We were unable to conduct the annual physical
verification at the year-end due to non-availability
of the responsible person. The management has
expressed its helplessness to provide us with complete
inventory records & reports. However, we have
been communicated by the Management that they
will engage an Independent Certified Valuer or/and
Chartered Accountancy firm for the Physical Verification
and Valuation of Inventory as per Ind AS-2 and but it's
still not yet done. Hence, we are unable to comment on
the realizable value of the same. The impact of above
remarks, presently are not ascertainable and therefore
cannot be commented upon.

We conducted our audit of the standalone financial
statements in accordance with the Standards on
Auditing specified under section 143(10) of the Act

(SAs). 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 made
thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements
and the ICAI's Code of Ethics. Except the matters
described in the qualified opinion section above ,we
believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our
audit opinion on the standalone financial statements.

Emphasis of Matters :

1. During the previous year, the trade payables of
the company included a vendor with an outstanding
balance of more than 3 years of Rs. 49.33 lakhs as of
March 31, 2023. The vendor was under the Corporate
Insolvency Resolution Process from January 2018. The
management of the company was making all efforts to
quantify the amount payable to the vendor. Based on
the information provided by the management, the matter
was pending before various statutory investigating
authorities. However, the company has not received
any claims. Hence, in the opinion of management, it is
written back in the books to account for the absence of
the vendor's confirmation. (Also refer to Note No. 37 of
the Financial Statement)

Our report is not modified in respect of the above
matters.

Key Audit Matters

Key Audit Matters ('KAM') are those matters that, in
our professional judgement, were of most significance
in our audit of the standalone financial statements of
the current audit 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. There are no key audit matters to be
disclosed.

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 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
such other information is materially inconsistent with
the Standalone financial statements or our knowledge
obtained in during the course of audit or otherwise
appears to be materially misstated.

If, based on the work we have performed on the other
information obtained prior to date of this audit report, 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
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 accounting principles generally
accepted in India, including the Indian Accounting
Standards (Ind AS) specified under Section 133 of
the Act read with the Companies (Indian Accounting
Standard) 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
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 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 management either intends
to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.

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 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 standalone
financial statements of the current period and are
therefore the key audit matters. We describe these
matters in our auditors' 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 Section 143 (3) of the Act, we
report that:

(a) We have sought and except for the matters
described in Basis of Qualified Opinion section
above, 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) Except for the possible effects of the
matters described in Basis of Qualified
Opinion section above and matters stated in
paragraph 2(h) v below on reporting under
rule 11 (g) of the companies (Audit & Auditors)
Rule 2014, 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 Cash Flow Statement and
Statement of Changes in Equity dealt with by
this Report are in agreement with the books
of account.

(d) Except for the possible effects of the matters
described in Basis of Qualified Opinion
section above, in our opinion, the aforesaid
financial statements comply with the Indian
Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of
the Companies (Indian Accounts Standards)
Rules, 2015 as amended;

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

(f) The matter described in the Basis for Qualified
Opinion paragraph above, in our opinion, may
not have an adverse effect on the functioning
of the company, and the modifications relating
to the maintenance of accounts and other
matters connected therewith are as stated
in paragraph 2(b) above on reporting under
Section 143(3)(b) of the Act 2(h)v below on
reporting under Rule 11(g) of the Companies
(Audit & Auditors) Rule, 2014.

(g) With respect to the adequacy of the internal
financial controls with reference financial
reporting of the Company and the operating
effectiveness of such controls, refer to our
separate Report in “Annexure B”; and

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 such 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 (a) and (b)
contain any material misstatement.

v. Based on our examination, which
included test checks, we observed
that the company has used accounting
software for maintaining its books of
account. Although this software has a
feature for recording an audit trail (edit
log), we found that the audit trail feature
was not operating effectively during
the reporting period for all relevant
transactions recorded in the software.
Consequently, we were unable to verify
the integrity of the audit trail throughout
the year.

Furthermore, during the course of our
audit, we identified various instances
where the audit trail feature appeared to
be tampered with.

vi. The Company has neither declared nor
paid dividend during the current year in
accordance with Section 123 of the Act,
as applicable.

For H. G. Sarvaiya & Co.

Chartered Accountants

ICAI Firm Reg'n No. 115705W

Mr. Hasmukhbhai G. Sarvaiya

Proprietor

Membership No. 045038

UDIN: 25045038BMGPYN3133

Place: Mumbai

Date: 29^th May 2025