Seya Industries Ltd Auditor Reports

INDEPENDENT AUDITORS REPORT

To the Members of

SEYA INDUSTRIES LTD (Under CIRP)

Report on the Audit of Standalone Financial Statements

Opinion

We have audited the accompanying financial statements of Seya Industries Ltd (‘the Company), which comprise the Balance Sheet as at 31^st March 2024, the Statement of Profit and Loss, including the Statement of Other Comprehensive Income and the Cash Flow Statement for the year then ended, Statement of changes in Equity, Note to Financial Statements including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘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, as amended ("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, 2024 and its Loss including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis of Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditors 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 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 ICAIs 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 financial statements.

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2024. 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. We have relied on Management Representation regarding the existence and valuation of all the Assets (viz. Fixed Assets, Investments, Trade Receivables, Stock, Bank Accounts, Other Assets, Receivable from Related Parties) & Liabilities (viz. Provisions, Borrowings, Statutory & Other Liabilities). We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the standalone 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 standalone 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 standalone financial statements.

Description of Key Audit Matters

Key Audit Matter	How our audit addressed the Key Audit Matter
Legal Matters & Provision for Claims	Principle Audit Procedures:
Refer Note No. 30.1, 30.22(xi)	We used our expertise to gain an understanding of the current status of the cases and tracked changes in the disputes by reading relevant documents received by the Company, to establish that the provisions had been appropriately adjusted to reflect the latest external developments. Our procedures included the following:
There is a high level of judgement required in estimating the level of provisioning. The measurement of the provision is based on the best estimate of the expenditure required to settle the present obligation.	• testing key controls surrounding litigation, regulatory and tax procedures.
	• performing substantive procedures on the underlying calculations supporting the provisions recorded.
	• where relevant, reading external legal opinions obtained by the management.
	• discussing open matters with the Companies litigation, general counsel teams.
	• assessing the managements conclusions through understanding precedents set in similar cases; and Based on the evidence obtained, while noting the inherent uncertainty with such legal and tax matters, we satisfied ourselves that the level of provisioning on March 31, 2024, is appropriate. We validated the completeness and appropriateness of the related disclosures through assessing that the disclosure of the uncertainties in note 30.1 & 30.22(xi) of the financial statements was sufficient

Emphasis Of Matter

We invite attention to footnote to Note No. 30.1 to the Standalone Financial Statements on non-provision of Interest accrued on Borrowings from Lenders ie. Banks/FI/Others for reasons stated thereunder. The total interest not provided for in respect of Operational Assets is INR 2,336.39 lacs and in respect Project Assets is INR 6,641.69 Lacs, the same is, however subject to confirmation by the Lenders. Further, the Company has availed certain loans in relation to which the Company has not provided for interest cost on such borrowings. In the event the Company would have provided the interest as per contractual terms on such borrowings, the total liability in respect of such borrowings would be INR 77,503.86 as on 08^th Nov 2023.

Our opinion on the Standalone Financial Statements is not modified in respect of above stated matters.

Material Uncertainty in relation to Going Concern

We invite attention to:

1. Note No. 30.23(xi)-Other Statutory Information to Standalone Financial Statements which provides for material uncertainty in respect of the outcome of on-going Corporate Insolvency Resolution Process (‘CIRP) u/s 7 of the IBC, 2016.

2. Note No. 30.16(B) & a Loss of INR 345.39 Lacs posted by the Company during the year ended March 31, 2024 (PY Loss INR 2,467.98 Lacs) and that, as of that date, the Companys current liabilities exceeded its current assets by INR 6,168.70 lacs

Despite the above events or conditions which may cast a doubt on the ability of the company to continue as a going concern, the management is of the opinion that, considering the:

• Engagement with the Lenders to arrive at a mutual one-time settlement/resolution of all matters,

• Effective steps being taken by the Management to reduce the Losses on account of lower capacity utilisation and Excess of Current Liabilities on account Impairment of Trade Receivables

• Positive Networth of INR 82,763.54 Lacs of the Company

• Companys Managements focus on reducing unit costs and increasing liquidity by making operations more efficient and nimbler, putting on hold discretionary expenses, deferring certain capital expenditures, cutting employee cost through pay cuts and reduction in workforce, etc in order to sustain operations and exploration of new opportunities with various strategic investors to turn around the Company by introducing new product lines;

A going concern basis of accounting is appropriate and that on the basis of above the Company may revive its operations.

Information Other than the Financial Statements and Auditors Report Thereon

• The Companys Management is responsible for the other information. The other information comprises the information included in the Annual 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 other information and in doing so, consider whether such other information is materially inconsistent with the financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated.

• If, based on the work we have performed, we conclude that there is material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the Standalone IND AS Financial Statements

The National Company Law Tribunal ("NCLT"), Mumbai Bench, vide order dated 2^nd November 2023, passed in CP (IB) 446 MB 2023 has initiated corporate insolvency resolution process ("CIRP") against the company and appointed an Interim Resolution Professional ("IRP") to manage affairs of the Company in accordance with the provisions of the insolvency and bankruptcy Code 2016 ("Code).

The Management of the Company are 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 comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and 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 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; design, implementation and maintenance of adequate internal financial controls, that are 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, 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.

Respective Management is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibility for the Audit of the Standalone 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 judgement and maintain professional scepticism 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 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 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.

• 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.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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 therefore the key audit matter. We describe this matter 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 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 Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows 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 Ind AS specified under Section 133 of the Act.

e) The Company is undergoing Corporate Insolvency Resolution Proceedings(CIRP) vide order dated 2nd November 2023 passed by National Company Law Tribunal ("NCLT"), Mumbai Bench and all management responsibilities vest with the Interim Resolution Professional, hence the requirement to comment upon the Directors qualification is not applicable.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditors 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 Auditors 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 standalone financial statements. Refer note no. 30 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) In view of the moratorium u/s 14 of the Insolvency & Bankruptcy Code, 2016 being in force against the Company, the action of transferring funds lying in the Unpaid Dividend Account of the Company to Investor Education and Protection Fund, as per the provisions of sub-section (5) of Section 124 of the Companies Act, 2013, has been kept in abeyance and shall be subject to orders of the Honble NCLT.

(iv) a) The Management has represented that, to the best of its knowledge and belief that 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 person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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 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, 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 has 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 any dividend during the year under review.

(vi) Based on our examination which included test checks, the Company, has used an 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 except that no audit trail (edit log) facility/feature was enabled at the database level to log any direct changes. During the course of our audit, so far it relates to audit trail in respect of transactions, we did not come across any instance of audit trail feature being tampered with. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31,2024.

2. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order

For THACKER BUTALA DESAI

Chartered Accountants

Firm Registration No.: 110864W

CA KUNJAN GANDHI

Partner

Membership No. 039195

UDIN No. 24039195BKBOQA4448

Mumbai, May 30, 2024

"ANNEXURE A" TO INDEPENDENT AUDITORS REPORT

[Referred to in paragraph 1 (f) under ‘Report on other Legal and Regulatory Requirements section of our report of even date]

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

We have audited the internal financial controls over financial reporting of Seya Industries Ltd (‘the Company) as of 31^st March 2024 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 (‘ICAI). 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. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (‘Guidance Note) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control 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 control over financial reporting includes those policies and procedures that:

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 unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company excluding Branches has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March 2024, 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 ICAI, which is subject to the possible effect of the matters described in the Basis for Emphasis of Matter section above.

For THACKER BUTALA DESAI

Chartered Accountants

Firm Registration No.: 110864W

CA KUNJAN GANDHI

Partner

Membership No. 039195

UDIN No. 24039195BKBOQA4448

Mumbai, May 30, 2024

ANNEXURE - B TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that in respect of:

(i) Tangible & In-Tangible assets:

a) (A) The Company has maintained proper records showing full particulars, including quantitative and situation of Property Plant & Equipment.

(B) The Company has maintained proper records showing full particulars of Intangible Assets.

b) The Company has a regular program of physical verification of its Property Plant & Equipment and Capital work-in-progress by which Property Plant & Equipment are verified in reasonable intervals. In accordance with this program, certain Property Plant & Equipment were verified during the year and no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us, the title deeds of immovable properties are held in the name of the Company.

d) The Company has not revalued any of its property, plant and equipment (including Right of Use assets) and intangible assets during the year.

e) There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(ii) Inventories & Working Capital:

a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable, and procedures and coverage as followed by management were appropriate. No discrepancies were noticed on verification between the physical stocks and the book records that were 10% or more in the aggregate for each class of inventory.

b) The accounts of the company with the Lenders are Non-Performing Assets (NPA) and no working capital limit is renewed during the year on the basis of security of current assets and no quarterly returns or statements were submitted to the Banks. Accordingly, the requirement to report on clause 3(ii)(b) of the Order is not applicable to the Company.

(iii) Investments, Guarantee, Security, Advances or Loans given:

The Company has not made any investments, provided guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, limited liability partnerships or any other parties during the year. Accordingly, provisions of clauses 3(iii) of the Order are not applicable to the Company

(iv) Loans to Directors:

The Company has complied with Sections 185 and 186 of the Companies Act, 2013 ("the Act").

(v) Deposits accepted:

The Company has not accepted or is not holding any deposit or amounts which are deemed to be deposits during the year. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013. According to the information and explanations given to us, no order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal against the Company in this regard.

(vi) Maintenance of Cost Records:

We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for the maintenance of cost records under Section 148(1) of the Act, However, we have not carried out any detailed examination of such records.

(vii) Deposit of Statutory liabilities:

a) Amounts deducted/accrued in the books of account in respect of undisputed material statutory dues have generally been regularly deposited by the Company with the appropriate authorities

b) Undisputed statutory dues outstanding for more than six months from their due dates are towards Employers share of contribution towards Provident Fund/ESIC amounting to INR 26.70 lacs. The same were outstanding due to on-going COVID-19 pandemic and its resurgence, which had adversely affected Companys operation and resulting Cash flows. However, the Management is confident to clear same shortly.

c) According to the information and explanations given to us, there are no statutory dues which have not been deposited on account of any dispute as on 31^st Mar 2024

d) In view of the moratorium u/s 14 of the Insolvency & Bankruptcy Code, 2016 being in force against the Company, the action of transferring funds lying in the Unpaid Dividend Account of the Company to Investor Education and Protection Fund, as per the provisions of sub-section (5) of Section 124 of the Companies Act, 2013, has been kept in abeyance and shall be subject to orders of the Honble NCLT

The aforesaid details are provided based solely on the details made available by the company which could not be independently verified.

(viii) Un-recorded Income:

The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

(ix) Default in Repayment of Borrowings:

a) Attention is invited to Note No. 30.1 of the accompanying Standalone Financial Statement of the Company for the year ending 31^st March 2024, wherein the Company has contested the action of the Lenders in classifying the Credit facilities of the Company as Non-Performing Asset(NPA) due to non-fulfilment of the committed Lending obligation by the Lenders as the reason for the alleged default on part of the Company towards non-payment of its committed obligation. The total amount of Principal outstanding in respect of Terms loans & Working Capital Loan, in default is INR 69,401.19 Lacs & INR 7,696.65 Lacs, respectively and the total amount of Interest not provided for, during the reporting period, in respect of the same is in aggregate INR 8,978.08 Lacs. The Company has availed certain loans in relation to which the Company has not provided for interest cost on such borrowings. In the event the Company would have provided the interest as per contractual terms on such borrowings, the total liability in respect of such borrowings would be INR 77,503.86 as on 08^th Nov 2023.

b) The Company has not been declared wilful defaulter by any bank or financial institution or any other lender.

(x) Funds raised & Utilisation:

a) The company has not obtained any new term loans during the year. Accordingly, the requirement to report on clause 3(ix)(c) of the Order is not applicable to the Company.

b) Neither any funds were raised on short-term basis nor any short-term funds have been used for long-term purposes by the company.

c) 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.

d) The company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

e) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the reporting under clause 3(x)(a) of the Order is not applicable to the Company.

f) The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally convertible) under Section 42 and Section 62 of the Companies Act, 2013 and hence reporting under clause 3(x)(b) of the Order is not applicable

(xi) Fraud & Whistle-blower Complaint:

a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the Management

b) During the year, no report under sub-section (12) of section 143 of the Companies Act, 2013 has been filed by us in Form ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

c) According to the information and explanations given to us, there are no whistle blower complaints received by the Company during the year.

(xii) Compliance by Nidhi Company:

In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, paragraph 3(xii) of Para 3 of the Order is not applicable to the Company.

(xiii) Transactions with Related Party:

According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements under Note 30.12.2 as required by the applicable accounting standards.

(xiv) Internal Audit System:

a) As informed by the management, the company has an internal audit system commensurate with the size and nature of its business.

b) The internal audit reports of the Company issued till the date of the audit report, for the period under audit have been considered by us.

(xv) Non-Cash dealings with Directors:

According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order and provisions of section 192 of the Companies Act, 2013 are not applicable to the Company

(xvi) Registration under section 45-IA of the Reserve Bank of India Act 1934

a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934

b) In our opinion and according to the information and explanations given to us, the company has not conducted any Non-Banking Financial or Housing Finance activities

c) In our opinion and according to the information and explanations given to us, the company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India

d) There are no other Companies part of the Group, hence, the requirement to report on clause 3(xvi)(d) of the Order is not applicable to the Company.

(xvii) Cash Losses:

The Company has not incurred cash losses during the financial year covered by our audit. However, there were cash losses in the immediately preceding financial year.

(xviii) Resignation of Statutory Auditor:

There has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.

(xix) Material Uncertainty on meeting liabilities:

According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the Standalone Financial Statements, the National Company Law Tribunal ("NCLT"), Mumbai Bench, vide order dated 2nd November 2023 passed in CP (IB) 446 MB 2023 has initiated corporate insolvency resolution process ("CIRP") against the company and appointed an Interim Resolution Professional ("IRP") to manage affairs of the Company in accordance with the provisions of the insolvency and bankruptcy Code 2016 ("Code). Since the Company is under CIRP, we are unable to comment whether the Company can meet its liabilities which exist as at the Balance Sheet date as and when they fall due within a period of one year from the balance sheet date, save and except as already stated in this report and outcome in matters sub-judice. We, however, state that this is not an assurance as to the future viability of the company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due. Also refer Emphasis of matter included in our main report.

(xx) Transfer to fund specified under Schedule VII of Companies Act, 2013:

According to the information and explanations given to us and based on our examination of the financial statement of the company the provisions of Section 135 of the Act is not applicable to the Company and hence, the requirement to report on clause 3(xx) of the Order is not applicable to the Company.

(xxi) Qualifications or adverse auditor remarks in other group companies:

The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of Standalone Financial Statements. Accordingly, no comment in respect of the said clause has been included in this report.

For THACKER BUTALA DESAI

Chartered Accountants

Firm Registration No.: 110864W

CA KUNJAN GANDHI

Partner

Membership No. 039195

UDIN No. 24039195BKBOQA4448

Mumbai, May 30, 2024.