Dhanashree Electronics Ltd Auditor Reports

We have audited the accompanying standalone financial statements of Dhanashree Electronics Limited ( the Company"), which comprise the Balance Sheet as at 31st March, 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 a summary of significant accounting policies and other explanatory information (here in after referred to as "Standalone 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 (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 March 31, 2023, and its profit, total comprehensive income, its cash flows and changes in equity for the year ended on that date

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the 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 standalone financial statements under the provisions of the Act and the Rules made there under, and We have- fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information Other than the financial statements and and Auditors Report Thereon

for the other, information. ^{The other}

Executive Officer & Managing Director, Director, Message from the Chief

Discussion and Analysis Business Responsibility Report, ^fi^{nancial Officer,} Management

Risk Management Report and Global Directors ^Report, Corporate Governance.

statements (including financial statements i^{nClude the consolidated}

Reporting standards as issued by the prepared in accorance with International Financial

statements and our auditors report International Accounting Standards Board], standalone financial report and any other^{>e,eonwhlch we} obtained prior to the dale of this auditors

to , form part of the annual report, which is

Our express any of assurance not the other

• In connection with our audit of the standalone financial statements, our responsibility is to read the

er information and, in doing so. consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

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

Management Responsibilities for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the Financial Position, Financial Performance including Other Comprehensive Income, Cash Flows and the Statement of 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 provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of the appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and fair presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the 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.

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 is to obtain reasonable assurance about whether the standalone financial statements as a whole are ree 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 arc considered material it, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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

• Identify and assess the risks of material misstatement of the 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)(we) of the Companies Act, 2013, We are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of 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.

. the magnitude of misstatements in the financial statements that, individually or in

Materiality is the economic _{decisions o}f a reasonably knowledgeable user of the

aggregate makes _influenced. We consider quantitative materiality and qualitative factors in

audit work and In elation

evaluate the effect of any identified misstatements in the financal statements.

other matters, the deficiencies in internal control that we identify during our audit.

relevant ethical requhementf r^ardmg Idependf t^{hat We} have complied with relationships and other matters that may independence and to communicate with them all where applicable, related safeguards. may ^{reasonable be thought to} bear on our independence, and

that were of most significance the audit of the those matters

therefore the key audit matters. We describe statements ^{period and}

regulation precludes public disclosure , matters ^{in our audltors} report unless law or

determine that a matter matter rare

Of doing so would reasonably be communicated ^{in our report} because the adverse consequences communication y to outweight the ^public interest benefits of such

Report on Other Legal and Regulatory Requirements

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

At a statement on the matters ?^{f 143} of the act we ive in the Annexure

a statement on the matters specified in paragraphs 3(xxi) and 4 of the Order.

2) As required by Sectionl43(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 appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone 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 written representations received from the directors as on 31st March,2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March,2023, from being appointed as a director in terms of section 164(2) of the Act;

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 B". 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 Rules 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:

The Company does not have any pending litigations which could impact Its financial position foreseeable losses ^not have any long-term contracts ^{requiring a} for any material

iii) Protection Fund by the Company ^{be transferred to the} Investor Education and

by the Company for the year ended 31st March 2023

iv) , .

(a) The which are material either that to ^the best of its knowledge and belief, no funds

invested (either from individuallyor in the aggregate )loaned or

borrowed f^unds ?^{r share premium} ?^r any other sources or kind of

("Intermediaries") with the any other person(s) or entity(ies:, including foreign entities ( te medianes ), with the understanding, whether recorded in writing or otherwise that

the Intermediary shall, directly or indirectly lend or invest in other persons or entities entitled in any manner whatsoever by or on behalf of the Company ("Ultimate

Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) 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 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 (a) and (b) above, contain any material misstatement.

v) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For A R M G & Associates

Chartered Accountants Firm Registration No. 326918E

\

Mukesh Gupta

Partner

Membership No. 064413 UDIN: 23064413BGYOVZ2009

Date- 30 05.2023

Place Kolkata

STATEMENTS OF DHANASHREE^LECT^ONKS^IMited re^P?^RT ?^N the ^{STANDAL0NE financial}

Under t^{he heading} "^ReP?^rt ?ⁿ other ^regulatory retirements"

sought by us and ^{the Company and t}he _boo_{ks of}

belief, we state that normal ^{Course of audit and to the} best of our knowledge and

i.

a) details and situation ^Pr?^{Per reCOrds showing} full Particulars including quantitative

details of right and equipment-^capital

b) progress and right-of-use a program ^{of property,} P^:ant and equipment, capital work-in-

years which right-of-use ^{assets so to cover} all the items in a phased manner over a period of 3 nature of its our ?pinoion is reasonable having regard to the size of the Company and the

for verification to ^{the program certain} property, plant and equipment were due

verification during ^{the year and were} Physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) Based on our examination of the registered conveyance deed provided to us, we report that, the title deeds of all the immovable properties, (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favor of the Company) disclosed in the financial statements included in property, plant and equipment and capital work-in progress are held in the name of the Company as at the balance sheet date.

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) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

ii.

a) The inventories were physically verified during the year by the Management at reasonable intervals. In our opinion and according to the information and explanations given to us, the coverage and procedure of such verification by the Management is appropriate having regard to the size of the Company and the nature of its operations. No discrepancies of ten percent or more in the aggregate for each class of inventories were noticed on such physical verification of inventories when compared with books of account.

b) According to the information and explanations given to us, the Company has been sanctioned working capital facility in excess of 5 crore rupees from banks or financial institutions on the basis of security of current assets. The Quarterly returns/statement filed by the company with such banks/financial institution are in agreement with books of accounts of the company

register mamta.ned under Section 189 to ^companies covered in the

a) of such loans are in our opinion, prima facie, not

b The repayment of principal and payment of interest are as per stipulated terms.

c In respect of ^{the said loan, in the cases wh}ere the overdue amount is more than One Lakh , in our opinion reasonable steps have been taken by the company for the recovery of the principal amounts and interest.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable However, the company has given corporate guarantee and security of its leasehold premises situated at Sector V, Salt Lake City, Kolkata- 91 to Union Bank of India, Ezra Street Branch, Kolkata to secure the repayment of loan advanced to its sister concern for which company has passed special resolution.

v. According to the information and explanations given to us, the Company has not accepted any deposit within the meaning of provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Therefore, the provisions of clause (v) of paragraph 3 of the Order are not applicable to the Company.

vi. The maintenance of cost records has not been specified by the Central Government under section 148(1)

of the Act, for any of the products of the company.

vii. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales Tax, Goods and Service Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and any other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us there are no undisputed amounts, in respect of the Statutory dues referred above outstanding as at 31st March,2023, for a period of more than six months from the

date they became payable.

... no transaction relating to previously unrecorded income that were surrendered or

viii. income under the

year.

ix. ln our opinion and according to the information and explanations given to us. the Company has not . repayment of loans to banks and dues to debenture holders.

x. In our opinion and according to the information and ^{explanaions given to}

have been applied by the off^{er or further public offer durin}8 the year. Also No term loans

of the Order ,s no, applicable company reporting ^under (ix) of paragraph ³

financial?statwttents procedures performed f?^r the purpose of reporting the true and fair view of the

and no fraud on The Company ^{per information} a^nd explanations given to us, no fraud by the Company

and no fraud on the Company by its officers or employees has been noticed or reported during the

xii. The Company is not a Nidhi Company and hence reporting under clause (xii) of paragraph 3 of the Order is not applicable to the company.

xiii. In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 188 and 177 of the Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.

xiv. In our opinion, the Company has an adequate internal audit system commensurate with the size and the nature of its business.

xv. In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transaction with the directors or persons connected with him and covered under section 192 of the Act. Hence, clause (xv) of the paragraph 3 of the Order is not applicable to the Company.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause (xvi)(a), (b) and (c) of the Order is not applicable The Group does not have any Core Investment Company (CIC) as part of the group and accordingly reporting under clause (xvi)(d) of the Order is not applicable.

xvii. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors of the Company during the year.

xix. 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 financial statements and 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 indicating 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. There is no unspent CSR amount for the year requiring a transfer to a Fund specified in Schedule Vll to the Companies Act in compliance with the provision of sub-section (5) of section 135 of the said Act. Accordingly, reporting under clause (xx)(a) of the Order is not applicable for the year.

For A R M G & Associates

Chartered Accountants Firm Registration No. 3269J

Vi

Mukesh Gupta

Partner

Membership No. 064413 UDIN: 23064413BGYOVZ2009

Date: 30.05.2023 Place: Kolkata

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT

report of even date) ^RePOrt ?ⁿ ?^{ther Legal and Re}e^ulatory Requirements of our

Section 143 of the Companies Act, 2013 ("the Act") ^ReP?^r,ing under ^{Clause (i) of Sub-section} 3 of

^dhanashree

financial statements of the Company for the year ended on that date. " the

Managements Responsibility for Internal Financial Controls

over i^{S responsible for} establishing and maintaining internal financial controls

the essential of over financial established ^by the Company considering

components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These

responsibilities include the design, implementation and maintenance of adequate internal financial

controls that were operating effectively for ensuring the orderly and efficient conduct of its business,

including adherence to companys policies, the safeguarding of its assets, the prevention and detection

of frauds and errors, the accuracy and completeness of the accounting records, and the timely

preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "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 Institute of Chartered Accountants of India. 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 mternal 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

reasonable financial control process designed to provide

statements for external regarding ^financial reporting and the preparation of financial

8 principles A

rePOr"^{ne indudei ,h}?* ^pol"? and Procedures

nat (1) pertain to the maintenance of records that, in reasonable deta.l, accurately and fairly reflect

e 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

wit 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 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 dptenoiate

Opinion

In our opinion, 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 system over financial reporting and such internal financial controls over financial reporting were operating e^tvey as a March 31 2023, based on the criteria for internal control over financial reporting established by the Company considering the essential components of interna, control stated ,n the Gu,dance Note o A^t of imerna, Financial Controls Over Financial Reporting issued by the Institute of Chartered

Accountants of India.

For A R M G & Associates

Chartered Accountants Firm Registration No. 326918E

Mukesh Gupta

Partner

Membership No. 064413

UDIN: 23064413BGYOVZ2009

Date: 30.05.2023 Place: Kolkata