New Swan Multitech Ltd Auditor Reports

TO THE MEMBERS OF NEW SWAN MULTITECH LIMITED Report on the Financial Statements Opinion

We have audited the accompanying financial statements of NEW SWAN MULTITECH LIMITED ("the company"), which comprises the Balance Sheet as at 31 March 2023, the Statement of Profit and Loss and the Statement of Cash flows for the year then ended and notes to the Financial Statements including a summary of significant accounting policies and other explanatory information.

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") in the manner so required and give a true and fair view, in conformity with Accounting Standards prescribed under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2006, as amended, ("AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2023, its profit and cash flows 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 Section 143(10) of the Companies Act, 2013. Our responsibilities under those standards are further described in the Auditors 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 ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs 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.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of other information. The other information comprises the information included in the Boards Report including Annexures to Boards Report but does not include the financial statements and our auditors 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 Board report and, in doing so, consider whether the Board report is materially inconsistent with the 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 in the Board Report, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charges with governance for the Financial Statements

The Companys 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 financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts] Rules, 2014. 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 judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of these 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, management is responsible for assessing the Companys 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 companys financial reporting process.

Auditors Responsibility 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 auditors 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 scepticism throughout the audit. We also:

1. 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.

2. Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. Conclude on the appropriateness of managements 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 Companys

ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors report However, future events or conditions may cause the Company to cease to continue as a going concern.

5. 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.

Report on other Legal and Regulatory Requirements

1. 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, the Statement of Profit and Loss, and the Statement of Cash Flows dealt with by this Report are in agreement with relevant 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 Rule 7 of the Companies (Accounts) Rules, 2014; except accounting for gratuity is on accrual basis, instead of actuarial valuation basis , which is not in the compliance with Accounting Standard 15 "Employee Benefits."

e) On the basis of written representations received from the directors as on 31 March, 2023, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2023, from being appointed as a director in terms of Section 164(2) of the Act

f) With respect to adequacy of the Internal Financial Reporting of the company and the operating effectiveness of such controls, refer to our separate report in Annexure B".

g) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

I. The Company did not have any pending litigations which impact its financial position in its financial statements as on March 31,2023;

II. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses;

III. There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund.

IV. (a) The management has represented that to the best of its Knowledge and belief, no funds (which are material either individually or in aggregate) have been loaned or advanced or invested (either from borrowed funds or share premium or any other source 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 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 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 entity identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provided any guarantee, security or the like on behalf of 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 representations under sub clause (i) and (ii) of Rule 11 (e), as provided under (a) and (b) above, contain material misstatement.

V. The Company has not declared or paid any dividend during the year therefore provisions of Section 123 of the Companies Act, 2013 are not applicable.

2. As required by the Companies (Auditors Report) Order, 2016("the Order") issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure "A" statement on the matters Specified in paragraphs 3 and 4 of the Order.

ANNEXURE A TO THE INDEPENDENT AUDITOR REPORT

(Referred to in paragraph 2 of Our Independent Report of even date to the Members of New Swan Multitech Limited on the accounts of the company for the year ended 31^s1 March, 2023).

We Report that:

I. Property. Plant and Equipment:

a)

(i) The company has maintained proper records showing full particulars including quantitative

details and situation of Property, Plant and Equipment

(ii) The Company has maintained proper records showing full particulars of intangibles assets.

b) The Company has a programme of verification to cover its Property, Plant and Equipment in a phased manner which in our opinion is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the programme, certain Property, Plant and Equipment were physically verified during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) According to the information & explanation given to us and on the basis of our examination of the records of the company, the title deeds of all the immovable properties disclosed in the financial statements are held in the name of the company.

d) According to information and explanations given to us, the company has not revalued its Property, Plant and Equipment or intangible assets or both during the year.

e) According to information and explanations given to us, no proceedings have been initiated against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

II. Inventory:

a) According to information and explanations given to us, the inventories have been physically verified during the year by the management at reasonable intervals. In our opinion, the coverage and procedure of such verification by the management is appropriate. No material discrepancies were noticed on such verification.

b) The Company has been sanctioned working capital limits in excess of Rupees Five Crores in aggregate from banks during the year on the basis of security of current assets of the Company. The quarterly returns/statements filed by the company with such banks are in agreement wih the books of accounts of the company.

III.

a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not provided unsecured loans and advances in the nature of loans to companies during the year detailed as under

Besides this, the company has not made any investments, provided any guarantee or security and granted any loans, secured or unsecured, to companies, firms, limited liability partnership or any other parties during the financial year.

b) In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of unsecured loans are not, prima facie, prejudicial to the interest of the Company.

c) According to the information and explanations given to us, in respect of loans provided, the schedule of repayment of principal and payment of interest has been stipulated and the repayments or receipts are regular.

d) According to the information and explanations given to us, no amount related to repayment of loans and advances in the nature of loans is overdue.

e) According to the information and explanations given to us, there is no loan granted which falling due during the year, which has been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties.

f) According to the information and explanations given to us, the company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment of loan.

IV. The Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted and investments made, as applicable.

V. The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Accordingly, clause 3(v) of the Order is not applicable to the Company.

VI. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under sction 148(1) of the Companies Act, 2013, related to the manufacturing activities and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

VII. According to the information and explanations given to us, in respect of statutory dues:

a) According to the information and explanation given to us and the books and records examined by us, we state that the company is generally regular in depositing undisputed statutory dues including Goods and Services Tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess, Punjab State Development Tax and Other Statutory Dues to the appropriate authorities. According to the information and explanation given to us, there were no undisputed amounts payable in respect of Goods and Services Tax, Provident fund, Employees State Insurance, Income-tax, Sales Tax, Duty of customs, Duty of excise, Value Added tax, Cess, Punjab State Development Tax and Other Statutory Dues, for a period of more than six months from the date they became payable.

b) There are no amounts payable in respect of statutory dues referred to in sub-clause (a) which have not been deposited on account of any disputes.

VIII. In our Opinion and according to the information and explanations given to us, there are no transactions that are not recorded in the books of account have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

IX.

a) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or other borrowings or in payment of interest thereon to Lenders.

b) In our opinion and according to the information and explanations given to us, the Company is not declared as willful defaulter by any Bank or Financial Institution or other Lender.

c) In our opinion and according to the information and explanations given to us, no money was raised by way of Term loans during the year.

d) In our opinion and according to the information and explanations given to us, funds raised on short term basis have not been utilized for long term purposes.

e) In our opinion and according to the information and explanations given to us, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

f) In our opinion and according to the information and explanations given to us, the Company has not raised any loans during the year on pledge of securities held in its subsidiaries, joint ventures or associate companies.

X.

1. In our opinion and according to the information and explanations given to us, no money was raised by way of initial public offer or further public offer (including debt instruments) by the company during the financial year.

2. In our opinion and according to the information and explanations given to us, the company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year.

XI.

a) To the best of our knowledge and according to the information and explanations given to us, no fraud by the company or any fraud on the company has been noticed or reported during the year.

b) According to the information and explanations given to us, no report under sub-section (12) of section 143 of the Companies Act, 2013 has been filed during the year by cost auditor /secretarial auditor or by us in Form ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government

c) The company has not received any whistle hlower complaints during the financial year and up-to the date of this report.

XII. To the best of our knowledge and according to the information and explanations given to us, the Company is not a Nidhi Company. So, clause xii (a), clause xii (b) and clause xii (c) of order is applicable.

XIII. According to the information and explanations given to us and based on our examination of records of the Company, transactions with the related parties are incompliance with Section 188 and 177 of Companies Act, where applicable and details have been disclosed in the financial statements, as required by the applicable accounting standards;

XIV.

a) In our opinion and according to the information and explanations given to us, the company does not require to comply with the provisions of Section 138 of the Act. Hence the provisions stated in Para 3(xiv)(a) to (b) of the order are not applicable to the company.

XV. According to the information and explanations given to us and based on our examination of records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected to him. Accordingly; the paragraph 3(xv) of Order is not applicable.

XVI.

a) According to the information and explanations given to us, the provisions of section 45-1A of the Reserve Bank of India Act, 1934 are not applicable to the Company.

b) The Company has not conducted any Non-Banking Financial or Housing Finance activities.

c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.

d) There is no Core Investment Company as a part of the Company; hence, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.

XVII. In our opinion and according to the information and explanations given to us, the company has not incurred any cash losses in the financial year and in the immediately preceding financial year. Accordingly, the paragraph 3(xvii) of Order is not applicable.

XVIII. According to the information and explanation given to us, there has been no resignation of statutory auditors during the year. Accordingly, the paragraph 3(xviii) of order is not applicable.

XIX. In our opinion and according to the information and explanations given to us and on the basis of financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and in our knowledge of Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, no material uncertainty exists that casts significant doubt on the companys ability to continue as going concern and the company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet as the current assets are exceeding its current liabilities as on the date of audit report

XX.

a] In respect of other than ongoing projects, there are no unspent amount that are required to be transferred to a fund specified in Schedule VII of the Companies Act, 2013 [the Act) within a period of six months of the expiry of the financial year, in compliance with second proviso to sub section 5 of section 135 of the Act

b) In respect of ongoing projects, the company has transferred unspent amount to a special account in compliance of provision of sub section (6) of section 135 of Companies Act This matter has been disclosed in Note No. 34 to the financial statements.

XXI. In our opinion and according to the information and explanations given to us, the company does not have any subsidiary company, so paragraph 3[xxi) of order is not applicable.

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 (f) under the heading of "Report on other legal and Regulatory requirements" of our report of even date to the Members of NEW SWAN MULTITECH LIMITED on the accounts of the company for the year ended 31st March, 2023.)

Report on the Internal Financial Controls under Clause (i) of sub section 3 of Section 143of the Companies Act, 2013 (the Act)

We were engaged to audit the internal financial controls over financial reporting of NEW SWAN MULTITECH LIMITED ("the Company") as of March 31, 2023 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India". These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit conducted in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting with reference to these consolidated financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these consolidated financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on internal financial controls over financial reporting with reference to financial statements.

Meaning of Internal Financial Controls over Financial Reporting

A Companys internal financial controls over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial controls over financial reporting includes those policies and procedures that: .—rr^,

/V

1. Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company,

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Opinion

In our opinion, to the best of our information and according to the explanations given to us as, the Company has maintained in all material aspects, adequate internal financial controls over financial reporting with reference to these financial statements and such internal financial controls over financial statements were operating effectively as at March 31, 2023, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Our opinion is not modified in respect of the above matter.