mirc electronics ltd Auditors report

To the Members of MIRC Electronics Limited

Report on the Audit of the Financial Statements Opinion

We have audited the accompanying Financial statements of MIRC Electronics Limited ("the Company"), which comprise the Balance sheet as at March 31 2023, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the Financial statements, including a summary of 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, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of aRs.airs of the Company as at March 31, 2023, its loss including other comprehensive income, its cashFlowsand the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Financial statements in accordance with the Standards on Auditing (SAs), as 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 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 fulRs.lled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is suRs.cient and appropriate to provide a basis for our audit opinion on the Financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most signiRs.cance in our audit of the Financial statements for the Financial year ended March 31, 2023. These matters were addressed in the context of our audit of the Financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulRs.lled the responsibilities described in the Auditor?€™s responsibilities for the audit of the Financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Financial statements.

Key audit matters	How our audit addressed the key audit matter
Revenue recognition (refer note 26 to the Financial statements)	Our procedures included the following:
Revenue from the sale of goods (hereinafter referred to as "Revenue") is recognised when the Company performs its obligation to its customers and the amount of revenue can be measured reliably and recovery of the consideration is probable. The timing of such revenue recognition in case of sale of goods is when the control over the same is transferred to the customer, which is mainly upon delivery.	Assessed the Company?€™s revenue recognition accounting policies in line with Ind AS 115 ("Revenue from Contracts with Customers") and tested thereof.
The timing of revenue recognition is relevant to the reported performance of the Company. The management considers revenue as a key measure for evaluation of performance. There is a risk of revenue being recorded before control is transferred. Considering the aforesaid, we have considered revenue recognition as a key audit matter.	Evaluated the integrity of the general information and technology control environment and testing the operating effectiveness of key IT application controls over recognition of revenue.
	Evaluated the design, implementation and operating effectiveness of Company?€™s controls in respect of revenue recognition.
	Tested the effectiveness of such controls over revenue cut of at year-end.
	On a sample basis, tested supporting documentation for sales transactions recorded during the year which included sales invoices, customer contracts and shipping documents.
	Performed an increased level of substantive testing in respect of sales transactions recorded during the period closer to the year end and test sales returns subsequent to year-end.
	Compared revenue with historical trends and where appropriate, conducted further enquiries and testing.
	Assessed disclosures in Financial statements in respect of revenue, as specified in Ind AS 115.

Key audit matters	How our audit addressed the key audit matter
Identification and value adjustments to slow-moving and non-moving inventories (Refer note 8 to the Financial statements)	Our procedures included the following:
As at March 31, 2023 the carrying value of inventories amounted to Rs. 27,258.40 lakhs. The inventories are valued at lower of cost or net realizable value.	We have obtained understanding of how the management identiRs.es the slow moving and non-moving inventories and estimates the net realizable value of slow moving and non- moving inventories.
The Company carries out an inventory review on a periodic basis and considers the ageing and expected production and sales forecast of inventory items for the purpose of identification of slow moving and non-moving items, against which it makes adjustments based on its estimated realizable value.	We also assessed reasonableness of the allowance policy which is based on historical sales performance and future production and sales plan of inventories.
Given the significant judgement exercised by the management in the estimation and considering the amount involved, we have considered the identification and value adjustments to slow- moving and non-moving inventories as a key audit matter.	We obtained the list of slow moving and non- moving inventories from the Company, veriRs.ed the ageing and inquired with the management for the realizability plan of such items of inventories, on a test check basis.
	We have obtained the working of net realizable value for slow moving and non-moving inventories and tested the same on a sample basis by comparing it with the past sales transactions.
	We have veriRs.ed whether the value adjustments made to slow-moving and non-moving inventories are in line with the Company?€™s provisioning policy.

Tax litigations (Refer note 38 to the Financial statements)	Our procedures included the following:
As at the balance sheet date, the Company has certain tax litigation which are pending with various level of judicial authorities. The total tax exposure amounts as at March 31, 2023 is 6,786.87 lakhs. The Company has tax balances recoverable of Rs. 3,519.64 lakhs related to these tax balances is dependent on the outcome of these tax litigations.	We obtained the list of tax litigations from the Company.
The accounting for these tax positions comprises significant judgment by the management mainly in the area whether to recognize these uncertain positions as a contingent liability or as a provision and also the recoverability of outstanding tax receivable. Given the high level of management judgement, tax laws interpretations and significant amount of litigations involved, we considered this area to be a key audit matter.	We have obtained and read the Company?€™s submission to tax authorities and the tax opinions of management?€™s experts on these litigation matters, wherever considered necessary.
	We also involved our internal team of tax specialists to review management?€™s assessment for material litigation matters based on past precedence and applicable compliance with tax laws.
	We have assessed the accounting and disclosures related to these litigations in the Financial statements.

We have determined that there are no other key audit matters to communicate 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 Financial statements and our auditor?€™s report thereon.

Our opinion on the Financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Financial statements, our responsibility is to read the other information and, in doing so, consider whether 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 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 for the 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 Financial statements that give a true and fair view of the Financial position, Financial performance including other comprehensive income, cashFlowsand 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 Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal Financial controls, that were operating eRs.ectively 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 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 Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor?€™s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the

Financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suRs.cient 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 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 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 Rs.ndings, including any significant deRs.ciencies 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 signiRs.cance in the audit of the Financial statements for the Financial year ended March 31, 2023 and are therefore the key audit matters. We describe these matters in our auditor?€™s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor?€™s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. 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 except that the Company does not have server physically located in India for the daily backup of books of accounts and other books and papers maintained in electronic mode; (c) The Balance Sheet, the Statement of Profit and Loss including the Statement of 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 Financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended; (e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualiRs.ed as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act; (f) The qualiRs.cation relating to the maintenance of books of accounts and other matters connected herewith are as stated in paragraph (b) above.

(g) With respect to the adequacy of the internal Financial controls with reference to these Financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report; (h) In our opinion, the managerial remuneration for the year ended March 31, 2023 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act; (i) With respect to the other matters to be included in the Auditor?€™s Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its Financial position in its Financial statements – Refer note 38 to the Financial statements. ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

iv. a) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 48 to the 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) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 48 to the Financial statements, no funds have been received by the Company from any persons or entities, 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; and

c) Based on such audit procedures performed 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. No dividend has been declared or paid during the year by the Company.

vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. April 1, 2023, reporting under this clause is not applicable.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Firoz Pradhan

Partner

Membership Number: 109360 UDIN: 23109360BGYBHH7675

Place of Signature: Mumbai Date: May 26, 2023

ANNEXURE 1 TO THEI NDEPENDENT AUDITOR?€™S REPORT

Annexure 1 referred to in paragraph under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date Re: MIRC Electronics Limited ("the Company") 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: i. (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

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

(b) Property, Plant and Equipment have been physically veriRs.ed by the management during the year and no material discrepancies were identified on such verification.

(c) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease arrangements are duly executed in the favour of the lessee) disclosed in note 2 of the Financial statements are held in the name of the Company. (d) The Company has not revalued its Property, Plant and Equipment (including Right of use assets) or intangible assets during the year ended March 31, 2023.

(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) (a) The management has conducted physical verification of inventory at reasonable intervals during the year. In our opinion the coverage and the procedure of such verification by the management is appropriate. Discrepancies of 10% or more in aggregate for each class of inventory were not noted in case of such verification.

(b) As disclosed in note 21 to the Financial statements, the Company has been sanctioned working capital limits in excess of Rs. Rs.ve crores in aggregate from banks during the year on the basis of security of current assets of the Company. Based on the records examined by us in the normal course of audit of the Financial statements, the quarterly returns/ statements Rs.led by the Company with such banks are in agreement with the unaudited books of accounts of the Company.

(iii) (a) During the year, the Company has not provided loans, advances in the nature of loans, stood guarantee or provided security to companies, Firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(a) of the Order is not applicable to the Company. (b) During the year, the Company has not made investments, provided guarantees, provided security and granted loans and advances in the nature of loans to companies, Firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(b) of the Order is not applicable to the Company.

(c) The Company has not granted loans and advances in the nature of loans to companies, Firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(c) of the Order is not applicable to the Company.

(d) The Company has not granted loans or advances in the nature of loans to companies, Firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(d) of the Order is not applicable to the Company.

(e) There were no loans or advance in the nature of loan granted to companies, Firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(e) of the Order is not applicable to the Company.

(f) 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 to companies, Firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.

(iv) Loans, investments, guarantees and security in respect of which provisions of sections 185 and 186 of the Companies Act, 2013 ("the Act") are applicable have been complied with by the Company.

(v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Act and the rules made thereunder, to the extent applicable. Accordingly, the requirement to report on 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 section 148(1) of the Act, related to manufacture of consumer appliances, 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) (a) Undisputed statutory dues including goods and services tax, provident fund, employees?€™ state insurance, income-tax, duty of custom, cess and other statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases. According to the information and explanations given to us and based on audit procedures performed by us, undisputed dues in respect of goods and services tax, provident fund, employees?€™ state insurance, income-tax, duty of custom, cess and other statutory dues which were outstanding, at the year end, for a period of more than six months from the date they became payable, are as follows:

Statement of arrears of statutory dues outstanding for more than six months

Name of the statute	Nature of Dues	Amount (in Rs. lakhs)	Period to which the amount relates	Due date	Date of payment
Employees?€™ Provident	Provident fund	3.33	2019-2020	15th of next	Not paid
Funds and Miscellaneous			2021-2022	month
Provisions Act, 1952			2022-2023
Profession Tax Act	Profession tax	1.36	2017-2018	15th of next	Not paid
			2018-2019	month
			2019-2020
			2020-2021
			2021-2022
			2022-2023

The provisions relating to sales-tax, service tax, duty of excise and value added tax are not applicable to the Company.

(b) The dues of goods and services tax, provident fund, employees?€™ state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess, and other statutory dues have not been deposited on account of any dispute, are as follows:

Name of the	Nature of	Amount (in Rs.	Period to which the amount	Forum where the dispute is
statute	Dues	lakhs) (net of	relates	pending
		deposits)
The Income-Tax	Income	160.98	2015-2016	Commissioner of Income Tax
Act, 1961	Tax		2016-2017	(Appeals)
		111.85	2001-2002,	High Court
			2005-2006,
			2010-2011
The Finance Act,	Service	5,827.19	FY 2007-08 - FY 2009-10,	Customs, Excise and Service Tax
1994	Tax		December 2007 - December 2015,	Appellate Tribunal (CESTAT)
			April 2011 - December 2015,
			January 2016 - June 2017
		129.31	FY 2015 – 2016	High Court
		92.55	FY 2005 – 2010	Commissioner (Appeals)

Name of the statute	Nature of Dues	Amount (in Rs. lakhs) (net of deposits)	Period to which the amount relates	Forum where the dispute is pending
The Central Excise Act, 1944	Excise Duty	2.02	FY 1997-1998, FY 1999-2000	Commissioner (Appeals)
		10.00	FY 1998-1999	High Court
		126.33	FY 2007-08,	Customs, Excise and Service Tax
			FY 2008-09,	Appellate Tribunal (CESTAT)
			March 2010 - February 2012,
			April 2011 - March 2016
The Customs Act, 1962	Customs duty	23.80	FY 2012-2013 FY 2022-2023	Customs, Excise and Service Tax Appellate Tribunal (CESTAT)
		103.83	FY 2012-14	Commissioner of Customs
		14.41	FY 2015-2016	Commissioner of Customs
			FY 2022-2023	(Appeals)
		128.12	FY 2014-2016	Deputy Commissioner of
			FY 2022-2023	Customs
		1,406.94	FY 2012-2013	Supreme Court
		20.84	FY 2022-2023	Joint Commissioner of Customs
The SalesTax Act (Centre and state)	Sales Tax	0.03	FY 2009 -10, FY 2011-12	Appellate Authorities
		0.87	FY 2010-11	Additional Commissioner
				(Appeals)
		52.93	FY 2010-11,	Appellate Authority
			FY 2013-14
		163.98	FY 2008-09,	Assessing ORs.cer
			FY 2010-11,
			FY 2011-12,
			FY 2012-13,
			FY 2014-15,
			FY 2017-18
		128.84	FY 2010-11,	Assistant Commissioner
			FY 2011-12,
			FY 2012-13,
			FY 2013-15

Name of the statute	Nature of Dues	Amount (in Rs. lakhs) (net of deposits)	Period to which the amount relates	Forum where the dispute is pending
		83.38	FY 2006 -07,	Commissioner
			FY 2007-08,
			FY 2008-09,
			FY 2011-12,
			FY 2012-13
		370.32	FY 2000-01	Deputy Commissioner (Appeals)
		48.21	FY 1997-98,	Deputy Commissioner
			FY 1999-00,
			FY 2000-01,
			FY 2003-04,
			FY 2004-05,
			FY 2006-07,
			FY 2007-08,
			FY 2008-09,
			FY 2009-10,
			FY 2010-11,
			FY 2011-12,
			FY 2012-13,
			FY 2016-17
		914.42	FY 2002-03,	High Court
			FY 2003-04,
			FY 2004-05,
			FY 2010-11
			FY 2013-14
			FY 2014-15
			FY 2015-16
			FY 2016-17
			FY 2017-18
		12.69	FY 2003-04,	Joint Commissioner
			FY 2005-06,
			FY 2008-09,
			FY 2010-11,
			FY 2012-13,
			FY 2013-14,
			FY 2014-15,
			FY 2015-16.

Name of the statute	Nature of Dues	Amount (in Rs. lakhs) (net of deposits)	Period to which the amount relates	Forum where the dispute is pending
		4,099.84	FY 2005-06,	Joint Commissioner (Appeals)
			FY 2006-07,
			FY 2013-14,
			FY 2014-15,
			FY 2015-16
		438.30	FY 2006-07,	Revisional Board
			FY 2007-08,
			FY 2008-09,
			FY 2009-10,
			FY 2010-11
		168.19	FY 2003-04,	Tribunal
			FY 2005-06,
			FY 2006-07,
			FY 2007-08

(viii) 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) (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

(b) The Company has not been declared wilful defaulter by any bank or Financial institution or government or any government authority.

(c) Term loans were applied for the purpose for which the loans were obtained.

(d) On an overall examination of the Financial statements of the Company, no funds raised on short-term basis have been used for long-term purposes by the Company.

(e) The Company does not have any subsidiary, associate or joint venture. Accordingly, the requirement to report on clause 3(ix)(e) of the Order is not applicable to the Company.

(f) The Company does not have any subsidiary, associate or joint venture. Accordingly, the requirement to report on Clause 3(ix)(f) of the Order is not applicable to the Company.

(x) (a) The Company has not raised any money during the year by way of initial public oRs.er / further public oRs.er (including debt instruments) hence, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company. (b) The Company has not made any preferential allotment or private placement of shares / fully or partially or optionally convertible debentures during the year under audit and hence, the requirement to report on clause 3(x)(b) of the Order is not applicable to the Company. (xi) (a) No fraud by the Company or material fraud on the Company has been noticed or reported during the year.

(b) During the year, no report under sub-section (12) of section 143 of the Act has been Rs.led 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) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

(xii) The Company is not a nidhi Company as per the provisions of the Act. Therefore, the requirement to report on clause 3(xii)(a), (b) and (c) of the Order is not applicable to the Company.

(xiii) Transactions with the related parties are in compliance with sections 177 and 188 of Act where applicable and the details have been disclosed in the notes to the Financial statements, as required by the applicable accounting standards. (xiv) (a) 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) The Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company. (xvi) (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.

(b) The Company is not engaged in any Non-Banking Financial or Housing Finance activities. Accordingly, the requirement to report on clause (xvi)(b) of the Order is not applicable to the Company.

(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 Group, hence, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company. (xvii) The Company has not incurred cash losses in the current and immediately preceding Financial year.

(xviii) 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) On the basis of the Financial ratios disclosed in note 49 to the Financial statements, ageing and expected dates of realization of Financial assets and payment of Financial liabilities, other information accompanying the Financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not 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 date. 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.

(xx) The provisions of Section 135 to the Act in relation to Corporate Social Responsibility is not applicable to the Company. Accordingly, the requirement to report on clause 3(xx)(a) and (b) of the Order is not applicable to the Company.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Firoz Pradhan

Partner

Membership Number: 109360 UDIN: 23109360BGYBHH7675

Place of Signature: Mumbai Date: May 26, 2023

ANNEXURE 2 TO THEI NDEPENDENT AUDITOR?€™S REPORT

Annexure 2 to the Independent Auditor?€™s Report of even date on the Financial statements of MIRC Electronics Limited 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 with reference to Financial statements of MIRC Electronics 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.

Management?€™s Responsibility for Internal Financial Controls

The Company?€™s 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 (the "Guidance Note") 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 eRs.ectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company?€™s 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.

Auditor?€™s Responsibility

Our responsibility is to express an opinion on the Company?€™s internal Financial controls with reference to these Financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, as specified under section 143(10) of the Act, to the extent applicable to an audit of internal Financial controls, both issued by 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 with reference to these Financial statements was established and maintained and if such controls operated eRs.ectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal Financial controls with reference to these Financial statements and their operating eRs.ectiveness. Our audit of internal Financial controls with reference to Financial statements included obtaining an understanding of internal Financial controls with reference to these 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 auditor?€™s judgement, 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 suRs.cient and appropriate to provide a basis for our audit opinion on the Company?€™s internal Financial controls with reference to these Financial statements.

Meaning of Internal Financial Controls With Reference to these Financial Statements

A company?€™s internal Financial controls with reference to Financial statements 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 company?€™s internal Financial controls with reference to Financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reRs.ect 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 authorisations 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 company?€™s assets that could have a material eRs.ect on the Financial statements.

Inherent Limitations of Internal Financial Controls With Reference to Financial Statements

Because of the inherent limitations of internal Financial controls with reference to Financial statements, 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 with reference to Financial statements to future periods are subject to the risk that the internal Financial control with reference to Financial statements 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 has, in all material respects, adequate internal Financial controls with reference to Financial statements and such internal Financial controls with reference to Financial statements were operating eRs.ectively as at March 31, 2023, 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 issued by the ICAI.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Firoz Pradhan

Partner

Membership Number: 109360 UDIN: 23109360BGYBHH7675

Place of Signature: Mumbai Date: May 26, 2023