Bartronics India Ltd Auditor Reports

To

The Members of

Bartronics India Limited

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying Financial Statements of Bartronics India Limited ("the Company"), which comprise the Balance Sheet as at 31^st March 2025, the Statement of Profit and Loss (including Other Comprehensive

Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the Financial Statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as "the Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 accounting principles generally accepted in India including the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting

Standards) Rules, 2015, as amended ("Ind AS"), of the state of affairs of the Company as at 31 st March 2025, its profit (including other comprehensive income), its changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Financial Statements in accordancewiththeStandardsonAuditing("SAs")specifiedunder section 143(10) of the Act. Our responsibilities under those SAs 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 ("ICAI") 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 Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Financial Statements.

Emphasis of Matters

Attention is invited to: a. Balances with certain debtors, bank balances, deposits with banks and others, and amounts receivable from

Government authorities are reflected in the books of accounts. In line with the implementation of the Resolution

Plan, some of these balances have been impaired. The management is currently in the process of identifying and engaging with the respective counterparties and regulatory authorities to reconcile any discrepancies.

Furthermore, the Company has filed a writ petition before the Honble High Court of certain demands pertaining to previous financial years. b. Implementation of the Resolution Plan and impairment assessment of certain financial assets and liabilities. As part of the implementation of the Resolution Plan, the Management has written off and written back certain foreign currency assets and liabilities in the books of accounts, which would require relevant approval from the Reserve Bank of India (RBI). As represented to us, the Management is in the process of making suitable representations and filings with the Regulatory Authority.

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

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgement, were of the most significance in our audit of the Financial Statements of the financial ^st March 2025. These matters were addressed in the context ofyearended31 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. We have determined the following matters as Key Audit Matters to be communicated in our report:

Key Audit Matter	Auditors Response
Revenue recognition	Our audit approach includes:
The Company provides services ("performance obligations") to Banks ("customers") through more than 3,500 Business Correspondents managed by the Company. Revenue is recognised based on the pattern of benefits from the performance obligations to the customer that reflects the consideration received or expected to be received in exchange for the services ("transaction price"). The Companys performance resulting in billable service that is collectable, is generally acknowledged by the customers. Recognition of revenue, therefore, is dependent on continuous reconciliation confirmation of the and completion of performance obligations by the customers.	Obtaining an understanding of the Companys processes of recording and analysis of completion of services and the amount to be invoiced along with the application of appropriate prices for each service.
	Assessing the appropriateness of the revenue recognition policies in compliance with the applicable Ind AS. Selecting the samples of contracts, identifying the performance obligations and comparing the same with the performance obligation identified by the Company.
	Testing the design and operating effectiveness of managements key controls in collating the data for services rendered.

 

Cost of Rendering Services	Our audit approach include:
The Company provides services ("performance obligations") to Banks ("customers") through more than 3,500 Business Correspondents managed by the Company.	Obtaining an understanding of the Companys processes of recording and analysis of completion of services and the amount to be invoiced along with the application of appropriate prices for each service.
The Companys performance resulting in billable service that is collectable, is generally acknowledged by the customers.	Assessing the appropriateness of the revenue recognition policies in compliance with the applicable Indian Accounting Standards.
The contracts entered by the Company with such customers specifies the percentage of commission payable to such Business Correspondents. Cost payable to Business Correspondents is dependent on continuous reconciliation confirmation of the and completion of performance obligations by the customers.
	Selecting the samples of contracts, identifying the performance obligations and comparing the same with the performance obligation identified by the Company.
	Testing the design and operating effectiveness of managements key controls in collating the data for services rendered.

Other Information

The Companys Board of Directors is responsible for the preparation of other information. The other information comprises the information included in the Companys Annual Report, but does not include the Financial Statements, and our auditors report thereon. The other information is expected to be made available to us after the date of auditors report. Thus, our report does not deal with matters mentioned under other information in Annual Report. 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 identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Financial Statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Managements Responsibilities for the Financial Statements

The Companys 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, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that wereoperatingeffectivelyfor ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Financial Statements, Board of Directors 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 Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Companys financial reporting process.

Auditors 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 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 skepticism throughout the audit. We also: a. 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 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. b. 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 with reference to Financial Statements in place and the operating effectiveness of such controls. c. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management. d. 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 on the Companys ability to continue as a going concern. If we conclude that a material castsignificant 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. e. 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 Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statements may consider quantitative materiality and qualitative factors in (i) planning the scope of our audit beinfluenced. 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 significantaudit findings, including any significant deficiencies in internal control that we and 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 Financial Statements of the financial year ended 31st March 2025 and are therefore the Key Audit Matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh thepublicinterestbenefits . of such communication

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order 2020 ("the Order"), issued by the Central Government of

India in terms of sub section (11) of Section 143 of the Act, we give in the "Annexure A", a statement on the matters specified in . paragraphs 3 and 4 ofthe Order,tothe extent applicable

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 of the aforesaid Financial Statements b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid Financial Statements have been kept by the Company so far as it appears from our examination of those books, except for the matters stated in the paragraph 3(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended. c. The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account. d. In our opinion, the aforesaid Financial Statements comply with the Ind AS specified under Section 133 of the

Act read with Companies (Indian Accounting Standard) Rules, 2015 as amended. e. On the basis of the written representations received from the directors as on 31st March 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2025 from being appointed as a director in terms of Section 164(2) of the Act. f. The modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2(b) above on reporting under Section 143(3)(b) of the Act and paragraph 3(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended. g. With respect to the adequacy of the internal financial controls with reference to Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report.

3. 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: a. The Company has disclosed the impact of pending litigations on its financialposition in its Financial

Statements. Refer Note 41 to the Financial Statements. b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

c. There are no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year. However, The Company had not transferred INR 4.91 Lakhs pertaining to the dividend for the Financial Year 2010-11 to the Investor Education and Protection Fund in the year in which it was payable. Refer Note 47 to the Financial Statements. d. (i) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) 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 entity(ies) ("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 identifiedin 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.

(ii) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), 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 entities identifiedin 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.

(iii) Based on the 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 (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement. e. The Company has not declared, paid interim dividend during the year or proposed finaldividend for the year. f. Based on our examination which included test checks and information given to us, the Company has used accounting software for maintaining its books of account, which does not have a feature of recording audit trail (edit log) facility, and the same did not operate throughout the year for all relevant transactions recorded in the respective software. Additionally, the preservation of audit trail is not applicable for the previous year as the accounting software did not have the feature of recording of audit trail.

4. 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 provision of section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under section 197(16) which are required to be commented upon by us.

Annexure A

To the Independent Auditors Report

The "Annexure A" referred to in clause 1 of "Report on Other Legal and Regulatory Requirements" Paragraph of the Independent Auditors Report of even date to the members of Bartronics India Limited ("the Company") on the Financial Statements as on and for the year ended 31^st March 2025. i) a) A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

B) During the financial year ended 31^st March 2025, the Company has sold its intangible assets and do not hold any intangible assets as on 31^st March 2025. b) We are informed that a test of physical verification of Property, Plant and Equipment was carried out by the management at reasonable intervals and no material discrepancies were noticed. In our opinion, the frequency of verification of these assets is reasonable having regards to the size of the Company and nature of its assets. c) The Company has sold all its immovable properties during the financial year ended 31 ^st March 2025. Further to that, the Company do not hold any immovable properties as on 31^st March 2025. d) According to the information and explanations given to us and on the basis of our examination of the records of the Company carried out in accordance with the generally accepted auditing practices in India, the Company has not revalued its Property, Plant and Equipment and intangible assets during the year ended 31^st March 2025. e) According to the information and explanations given to us and on the basis of our examination of the records of the Company carried out in accordance with the generally accepted auditing practices in India, 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 (as amended) and rules made thereunder. ii) a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, carried out in accordance with the generally accepted auditing practices in India, the management has conducted physical verification of inventory at reasonable interval during the year and no discrepancies were noticed for any class of inventory. b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, carried out in accordance with the generally accepted auditing practices in India, the

Company has not availed any working capital limits during the year from banks or financial institutions.

Therefore, the provisions of clause (ii) (b) of paragraph 3 of the Order are not applicable to the Company. iii) a) According to information and explanations given to us and on the basis of our examination of the records of the Company carried out in accordance with the generally accepted auditing practices in India, the Company has provided loans and staff advances during the year:

(INR in Lakhs)

Particulars of Loans	Loans
Aggregate amount of loans and advances granted
A. Staff	57.59
Balance outstanding as at balance sheet date 31st March 2025
A. Staff	3.50

b) According to the information and explanations given to us and on the basis of our examination of the records of the Company carried out in accordance with the generally accepted auditing practices in India, in our opinion the investment made and the terms and conditions of the grant of loans and staff advances during the year are, prima facie, not prejudicial to the interest of the Company. c) According to the information and explanations given to us and on the basis of our examination of the records of the Company carried out in accordance with generally accepted auditing practices in India, in our opinion, the Company has given staff advances to its employees during the year as per the Companys policy and receipts are generally regular. d) According to the information and explanations given to us and on the basis of our examination of the records of the Company carried out in accordance with generally accepted auditing practices in India, there is no overdue amount. e) According to the information and explanations given to us and on the basis of our examination of the records of the Company carried out in accordance with generally accepted auditing practices in India, there are no loan or staff advances granted that has fallen due during the year, which has been renewed or extended or fresh loans granted to settle the overdue of existing loans given to same parties. f) 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 granted any loans or staff advances during the year either repayable on demand or without specifying any terms or period of repayment. iv) According to the information and explanations given to us and on the basis of our examination of the records of the Company carried out in accordance with the generally accepted auditing practices in India, the Company has complied with the provisions of section 185 and section 186 of the Act to the extent applicable with respect to grant of loans, security, guarantee given, and investments made. v) According to the information and explanations given to us, and on the basis of our examination of the records of the Company carried out in accordance with the generally accepted auditing practices in India, the Company has not accepted any deposits from the public and no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, Therefore, the provisions of clause (v) of paragraph 3 of the order are not applicable to the Company. vi) According to the information and explanations given to us and on the basis of our examination of the records of the Company carried out in accordance with the generally accepted auditing practices in India, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013, for any services rendered by the Company. Therefore, the provisions of clause (vi) of paragraph 3 of the order are not applicable to the Company. vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company carried out in accordance with generally accepted auditing practices in India, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including Provident

Fund, Employees State Insurance, Income Tax, Service Tax, Excise Duty, Value Added Tax, Goods and

Service Tax, Duty of Customs, Cess, and Other Statutory Dues with the appropriate authorities. However, certain instances of delays in depositing the taxes to relevant authorities have been noticed. There are no outstanding undisputed statutory dues on the last day of financial year concerned for a period of more than

6 months from the date they become payable except as follows:

(INR in Lakhs)

Name of the Statute	Nature of Dues	Amount	Period to which amount relates
Income Tax Act, 1961	Tax Deducted at Source	1.17	FY 2023-24
Income Tax Act, 1961	Tax Deducted at Source	0.01	FY 2024-25
Goods and Service Tax Act, 2017	GST Demands	2.56	FY 2017-18

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company carried out in accordance with generally accepted auditing practices in India, the particulars of dues of Income Tax or Sales Tax or Service Tax or Excise Duty or Value Added Tax or Goods and Services Tax or Cess or Stamp Duty as at 31^st March 2025 which have not been deposited on account of any dispute are as under: (INR in Lakhs)

Name of the Statute	Nature of Dues	Amount	Period to which amount relates	Forum where Dispute is Pending
Income Tax Act, 1961	Tax Deducted at Source*	5.35	FY 2007-08	Honble High Court for the State of Telangana
Income Tax Act, 1961	Tax Deducted at Source*	8.45	FY 2008-09	Honble High Court for the State of Telangana
Income Tax Act, 1961	Tax Deducted at Source*	6.30	FY 2009-10	Honble High Court for the State of Telangana
Income Tax Act, 1961	Tax Deducted at Source*	26.49	FY 2010-11	Honble High Court for the State of Telangana
Income Tax Act, 1961	Tax Deducted at Source*	6.43	FY 2011-12	Honble High Court for the State of Telangana
Income Tax Act, 1961	Tax Deducted at Source*	34.86	FY 2012-13	Honble High Court for the State of Telangana
Income Tax Act, 1961	Tax Deducted at Source*	8.11	FY 2013-14	Honble High Court for the State of Telangana
Income Tax Act, 1961	Tax Deducted at Source*	2.15	FY 2014-15	Honble High Court for the State of Telangana
Income Tax Act, 1961	Tax Deducted at Source*	3.98	FY 2015-16	Honble High Court for the State of Telangana
Income Tax Act, 1961	Tax Deducted at Source*	18.02	FY 2016-17	Honble High Court for the State of Telangana
Income Tax Act, 1961	Tax Deducted at Source*	2.56	FY 2017-18	Honble High Court for the State of Telangana
Income Tax Act, 1961	Tax Deducted at Source*	0.21	FY 2018-19	Honble High Court for the State of Telangana
Income Tax Act, 1961	Income Tax Demands*	2,599.63	AY 2008-09	Honble High Court for the State of Telangana
Income Tax Act, 1961	Income Tax Demands*	1,176.56	AY 2009-10	Honble High Court for the State of Telangana
Income Tax Act, 1961	Income Tax Demands*	326.97	AY 2010-11	Honble High Court for the State of Telangana
Income Tax Act, 1961	Income Tax Demands*	2,868.09	AY 2012-13	Honble High Court for the State of Telangana
Income Tax Act, 1961	Income Tax Demands*	3,513.91	AY 2015-16	Honble High Court for the State of Telangana
Income Tax Act, 1961	Income Tax Demands*	161.95	AY 2018-19	Honble High Court for the State of Telangana
Income Tax Act, 1961	Income Tax Demands*	97.17	AY 2021-22	Honble High Court for the State of Telangana
Income Tax Act, 1961	Income Tax Demands	55.50	AY 2023-24	Commissioner of Income Tax - Appeals

*The disputed demands pertains to period prior to the approval of the Resolution Plan by Honble National

Company Law Tribunal. These demands have been collated by the management from the Income Tax portal and certain intimations received. The management has filed the writ petition with the Honble High Court for the State of Telangana for quashing of all the demands pursuant to the approval of the Resolution Plan. Refer Note Note 41(C) to the Financial Statements. viii) According to the information and explanations given to us, and on the basis of our examination of the records of the Company carried out in accordance with the generally accepted auditing practices in India, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. ix) a) According to the information and explanations given to us and on the basis of examination of the records of the Company, carried out in accordance with the generally accepted auditing practices in India, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year. b) According to the information and explanations given to us and on the basis of our examination of the records of the Company carried out in accordance with the generally accepted auditing practices in India, the Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority or other lender. c) According to the information and explanations given to us and on the basis of our examination of the records of the Company carried out in accordance with generally accepted auditing practices in India, term loan was applied for the purpose for which that was obtained during the year. d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, carried out in accordance with the generally accepted auditing practices in India, the Company has not raised any short term funds during the year. Therefore, the provisions of clause (ix)(d) of paragraph 3 of the order are not applicable to the Company. e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, carried out in accordance with the generally accepted auditing practices in India, the Company does not have any subsidiaries, joint ventures or associate companies. Therefore, the provisions of clause (ix) (e) of paragraph 3 of the order are not applicable to the Company. Refer Note No. 46 to the Financial Statements. f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, carried out in accordance with the generally accepted auditing practices in India, the Company does not have any subsidiaries, joint ventures or associate companies. Therefore, the provisions of clause (ix) (f) of paragraph 3 of the order are not applicable to the Company. Refer Note No.46 to the Financial Statements. x) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company carried out in accordance with generally accepted auditing practices in India, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Therefore, the provisions of clause (x)(a) of paragraph 3 of the order are not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company carried out in accordance with generally accepted auditing practices in India, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Therefore, the provisions of clause (x)(b) of paragraph 3 of the Order are not applicable to the Company.

xi) (a) According to the information and explanation given to us and on the basis of our examination of the records of the Company carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of fraud by the Company. We have neither come across any instance of fraud on the Company, noticed or reported during the year, nor have we been informed of any such cases by the management during the course of our audit.

(b) No report under Section 143 (12) of the Act has been filed by the auditors in Form ADT-4 as prescribed under

Rule 13 of Companies (Audit and Auditors) Rules, 2014, as amended, with the Central Government. (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company carried out in accordance with the generally accepted auditing practices in India, the Company has not received any whistle blower complaints during the year. Therefore, the provision of clause (xi)(c) of paragraph 3 of the Order is not applicable to the Company. xii) According to the information and explanations given to us and on the basis of our examination of the records of the Company carried out in accordance with the generally accepted auditing practices in India, the Company is not a Nidhi Company. Therefore, the provisions of clause (xii) (a), (xii)(b) and (xii)(c) of paragraph 3 of the Order are not applicable to the Company. xiii) According to the information and explanations given to us and on the basis of our examination of the records of the Company carried out in accordance with the generally accepted auditing practices in India, 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 as required by the applicable Ind AS. xiv) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, carried out in accordance with the generally accepted auditing practices in India, the Company has appropriate internal audit system that commensurate with the size and nature of its business.

(b) We have considered the internal audit reports for the year under audit, issued to the Company. xv) According to the information and explanations given to us and on the basis of our examination of the records of the Company, carried out in accordance with the generally accepted auditing practices in India, the Company has not entered into non-cash transactions with directors or persons connected with him. Therefore, the provision of clause (xv) of the paragraph 3 of the Order is not applicable to the Company. xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Therefore, the provision of clause (xvi)(a) of the paragraph 3 of the Order is not applicable to the Company.

(b) The Company has not conducted non-banking financial/housing finance activities during the year. Therefore, the provision of clause (xvi)(b) of the paragraph 3 of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve

Bank of India. Therefore, the provision of clause (xvi)(c) of the paragraph 3 of Order is not applicable to the Company.

(d) According to the information and explanations provided to us during the course of audit, the Group does not have any CIC. Therefore, the provisions of clause (xvi)(d) of paragraph 3 of the Order are not applicable to the Company.. xvii) The Company has not incurred cash losses in the current year and in the immediately preceding financial year. xviii) There has been no resignation of the statutory auditors during the year. Therefore, the provision of clause (xviii) of the paragraph 3 of Order is not applicable to the Company. xix) According to the information and explanations given to us and on the basis of the financial ratios (Refer Note No. 40) to the Financial Statements, ageing and expected dates of realisation 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 the 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) According to the information and explanations given to us and based on our examination of the records of the Company, carried out in accordance with the generally accepted auditing practices in India the provisions of Section 135 does not apply to the Company. Therefore, the provisions of clause (xx)of the paragraph 3 of Order is not applicable to the Company.

Annexure B to the Independent Auditors Report

The Annexure B, referred to in Clause 2(g) of "Report on Other Legal and Regulatory Requirements" Paragraph of the Independent Auditors Report of even date to the members of Bartronics India Limited ("the Company") on the Financial Statements as of and for the year ended 31^st March 2025.

Report on the Internal Financial Controls with reference to Financial Statements 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 the Company as of 31st March

2025 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 Board of Directors is responsible for establishing and maintaining internal financial controls based 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 (the "ICAI"). These responsibilities include the design, implementation, and maintenance of adequate internal financial controls thatwereoperatingeffectivelyfor ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the 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 theAct.

Auditors Responsibility for Internal Financial Controls

Our responsibility is to express an opinion on the Companys internal financial controls with reference to Financial

Statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financialcontrols, 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 with reference to Financial Statements were 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 financialcontrols system with reference to Financial Statements and their operating effectiveness. Our audit of internal financialcontrols with reference to Financial Statements included obtaining an understanding of internal financial controls with reference to 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 Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained, is sufficient opinion on the Companys internal financial controls with reference to Financial Statements.

Meaning of Internal Financial Controls With Reference to Financial Statements

A Companys internal financial control 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 Companys internal financial control 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 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 the authorization 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 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 and to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls with reference to Financial Statements and such internal financial controls with reference to Financial Statementswereoperatingeffectivelyas at 31st March 2025, 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 Brahmayya & Co.,

Chartered Accountants

Firms Regn No. 000511S

 

Lokesh Vasudevan

Partner

Membership No. 222320

UDIN: 25222320BMIKTY6737

 

Place: Chennai

Date: 27th May 2025