Electrotherm (India) Ltd Auditor Reports

To

The Members of

Electrotherm (India) Limited.

Report on the audit of the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying standalone financial statements of Electrotherm (India) Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, Statement of Cash Flow 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 (hereinafter referred to as the "standalone financial statements"). In our opinion and to the best of our information and according to the explanations given to us read with the notes to accounts, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025 and its Profit, total comprehensive income, its cash flow and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

We draw attention to Note No. 38 of non-provision of interest on NPA account of Asset Reconstruction Company, on approximate basis of Rs.131.80 Crore, for the year under consideration and the total amount of such unprovided interest till date is Rs. 916.51 Crore. The exact amounts of the said non provision of interest are not determined and accordingly the amount of Net Profit for the year is overstated by Rs. 131.80 crore and the amount of ARC liability and Total retained earnings/(loss) as on March 31, 2025 is understated by Rs. 916.51 crore. Our audit reports for the previous year ended March 31, 2024 was also qualified in respect of this matter.

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 ("the Act"). Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) 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 thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statement.

Emphasis of Matter

We draw attention to the following Notes of Statement of Standalone Audited Financial Statements of the Company:

(a) Note No 15(c), 15(f), 15(g) and 36 in respect of non-payment of Installments and Interest due, terms and conditions of the settlement amount in case of default on account of non-compliance of agreement prescribing for said terms and conditions and treatment in the books of accounts of the assignment / settlement of debts of Asset Reconstruction Company (ARC) and Bank.

(b) Note No 18 which describes the redemption of non-cumulative redeemable preference shares amounting to Rs 12.00 Crore that were due for redemption. The Company has filed a petition under Section 55(3) of the Companies Act, 2013, before the Honble National Company Law Tribunal (NCLT) seeking approval for issue of Non-cumulative Redeemable Preference Shares to the existing preference shareholders of the amount equivalent to the amount of the unredeemed preference shares on the same terms and the matter is currently pending for further consideration.

(c) Note No 32(a), 37 and 41 in respect of pending enquiries / notices / summons / litigation recovery / fraud proceedings against the Company and the Directors of the Company.

(d) Note No 37(d)(iii) in respect of search conducted by Directorate of Enforcement, Zonal Office, Ahmedabad (ED) at the Corporate Office & factory of the company at Palodia and at the residence of Mr. Shailesh Bhandari on January 10, 2025 and consequent order of freezing certain bank accounts and vehicles by the ED.

(e) Note No 39(b) in respect of confirmation / reconciliation of few accounts of ‘Trade Receivables", "Trade Payables", "Advance from Customers", Advances Recoverable in Cash or Kind", and "Advance to suppliers and other parties".

(f) Note no. 43 which describes the execution of a Family Settlement Agreement (FSA) among the members of the Bhandari Family, who are part of the promoter group/shareholders of the Company. The agreement seeks to resolve inter se family and business matters and potentially result in changes to the shareholding and control of group entities.

In our opinion in respect of the above Emphasis of Matter, we do not provide any modified opinion, as these are not material / quantifiable / relevant for the accounting purpose, for the year under consideration.

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 for the financial year ended on March 31, 2025. 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. In addition to the matter described in the Basis for Qualified Opinion section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matters	Auditors Response
(Other than those given in Basis for Qualified Opinion)
Recognition of Bad Debts on Disputed Trade Receivables Previously Provided for under Expected Credit Loss Model	In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence:
• As disclosed in Note 39(g) to the financial statements, the Company has written off certain trade receivables as bad debts during the year. These receivables were subject to ongoing disputes and/or the inability of the customers to make payments. The disputes and financial difficulties faced by the customers resulted in the nonrecovery of the receivable amounts.	• Reviewing the details of the disputed and defaulted receivables written off during the year, including supporting documentation such as customer communications and legal correspondence;
• The Company had previously recognized provisions against trade receivables under the Expected Credit Loss (ECL) model in accordance with the applicable financial reporting framework. The bad debts written off during the year reflect the crystallization of credit losses that were earlier estimated and provided for.	• Evaluating managements assessment of nonrecoverability and ensuring that the write-offs were appropriately authorized and supported by evidence of failed recovery efforts;
• Given the significance of the trade receivables, the judgment involved in identifying irrecoverable balances, and the linkage to previously recognized ECL provisions, we considered the recognition of bad debts on these disputed and defaulted trade receivables as a key audit matter.	• Verifying that the bad debts written off were previously covered by ECL provisions and ensuring the appropriate reversal or utilization of provisions in accordance with the applicable accounting standards;
	• Assessing the adequacy and accuracy of the disclosures in the financial statements relating to the nature, amount, and treatment of the bad debts written off.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Boards report, Management Discussion and Analysis, Corporate Governance and Shareholders Information, but does not include the Standalone Financial Statements and our auditors report thereon. These Companys Annual Report is expected to be made available to us after the date of this audit report.

Our opinion on the Standalone 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 Standalone 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 standalone financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Companys annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary action as, applicable under the relevant applicable laws and regulations.

Manag for the Standalone Financial Statements Responsibilities of

The Companys management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these Standalone Financial Statement that gives a true and fair view of the state of affairs, profit and other comprehensive Income, change in equity and cash flow of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standard (Ind AS) specified under Section 133 of the Act. The Management and Board of Directors of the Company are responsible for 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 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 presentation of the Standalone Financial Statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statement, the management and Board of Directors are responsible for assessing the ability of the Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management and the 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 are also responsible for overseeing the financial reporting process of the Company.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 standalone financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: -

Identify and assess the risks of material misstatement of standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls 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 and Board of Directors.

Conclude on the appropriateness of managements and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements 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 standalone financial Statement 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 standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions fair presentation.

Obtain sufficient appropriate audit evidence regarding the standalone financial statement of the Company to express an opinion on the standalone financial statement.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, make it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in

(i) planning the scope of our audit work and in evaluating the results of our work: and

(ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 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 the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

(A) As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable for the year under consideration.

(B) As required by Section 143(3) of the Act and read with the notes to accounts, based on our audit and the explanations given to us by the company, we broadly report to the extent applicable, 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) Except for the effect of the matters described in the Basis for Qualified Opinion paragraph above, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

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

(d) Except for the effect of the matters described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under

(e) The matter described in ‘Qualified Opinion and ‘Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

(f) On the basis of the written representations received from the directors as on March 31, 2025, taken on record by the Board of Directors, none of the directors of the Company is disqualified as on March 31, 2025, from being appointed as a director in terms of Section 164(2) of the Act;

(g) The qualification relating to other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph;

(h) With respect to the adequacy of the internal financial controls with reference to the standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Reportin" Annexure B" to this report;

(i) The company has not paid any managerial remuneration to its directors and thus, the provisions of section 197 read with Schedule V of the Act are not applicable to the Company for the year ended March 31, 2025.

(j) With respect to the other matters to be included in the auditors report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us: -

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements- Please Refer Note No. 32(a), 37 and 41 to the Standalone Financial Statements;

ii. There are no long-term contracts including derivative contracts and accordingly no provision is required to be made for any loss from the same;

iii. There is no fund which is pending 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 42(v), no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented, that, to the best of its knowledge and belief, as disclosed in the note 42(vi), no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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 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 in (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year. vi. Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

Annexure A to Independent Auditors Report of even date on the Standalone Financial Statements of Electrotherm (India) Limited for the year ended on March 31, 2025.

(Referred to in paragraph A under ‘Report on other legal and regulatory requirements section of our report of even date to the members of Electrotherm (India) Limited)

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

i. (a) The company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and the relevant details of right-of-use assets.

The company has maintained proper records showing full particulars of intangible assets.

(b) The Company has a program of physical verification of Property, Plant and Equipment, so as to cover all the assets every year which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, Property, Plant and Equipment due for verification during the year were physically verified by the management explanations given to us, no material discrepancies were noticed on during the year. According to the information and such verification

(c) With respect to immovable properties disclosed in the Standalone Financial Statement (which are included under the Note 3 - ‘Property, Plant and Equipment), according to the information and explanations given to us and based on the examination of the property tax receipts and lease agreement(s) for assets on lease, registered sale deed/transfer deed/conveyance deed provided to us, we report that, the title deeds of such immovable properties 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) As informed to us, no proceedings have been initiated during the year or are pending 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

ii. (a) The physical verification of inventory (Other than stocks held with third parties) has been conducted at reasonable intervals by the management. In our opinion and based on information and explanation given to us, the frequency of the management is reasonable and the coverage and procedure for such verification is appropriate. For stocks held with third parties at the year-end, written confirmation has been class of inventory were noticed on such verification.

(b) The Company has not been sanctioned or availed any new working capital loan exceeding Rs five crores during the year and therefore reporting under the said clause 3(ii)(b) of the Order is not applicable to the company.

iii. (a) The company has not provided any guarantee or security to any companies, firm, limited liability partnerships or any other parties covered in the register maintained under section 189 of the Act. During the year the company has granted loan secured or unsecured to such companies, firm, limited liability partnerships or any other parties and its details are as follows: -

(A) Loan provided / Guarantee granted to subsidiaries, joint venture and associates concern:

- The company has not provided any such guarantee.

- During the year the Company has granted loan to the subsidiary of Rs. Nil. The balance outstanding as on March 31, 2025 of the said loan before provision as doubtful debt, is Rs. 4.18 Crore.

- During the year the Company has granted loan in the nature of advances to two subsidiaries of Rs. 0.09 Crore. The balance outstanding as on March 31, 2025 of the said advances before provision as doubtful debt, is Rs. 66.74 Crore.

- During the year the Company has invested in subsidiary and joint venture of Rs Nil. The balance outstanding as on March 31, 2025 of the said investment before impairment, is Rs. 47.91 Crore.

(B) Loan provided / Guarantee granted to other parties (other than subsidiaries, joint venture and associates concern:)

- During the year the company has not granted any loan to the other parties (other than subsidiaries, joint venture and associates). The balance outstanding as on March 31, 2025 of the loan is Rs. 0.14 Crore.

(b) As explained to us, the terms and conditions of all loan given and advances in the considered as doubtful by the company; are not prejudicial to the companys interest.

(c) No schedule of repayment of principal and payment of interest in respect of loan and advances in nature of loan has been stipulated and accordingly we are unable to make specific comment on the regularity of repayment of principal and payment of interest. The aggregate balance of such advances before provision as doubtful debt, as on March 31, 2025 is Rs. 71.06 Crore.

(d) As no schedule for repayment of principal and payment of interest has been stipulated, we cannot comment whether the amount is overdue for more than ninety days or not. Further major of the loan and advances in nature of loan has been considered as doubtful.

(e) No loan or advances in the nature of loan granted which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties.

(f) The company has granted loans or advances in the nature of loans either payable on demand or without specifying any terms or period of repayment and the aggregate amount of such loan before provision as doubtful debt, is Rs 71.06 crore and it is 100% to such loan granted. The aggregate amount of loans granted to promoters; related parties as defined in clause section 2 of the Companies Act 2013 is Rs 71.06 crore. iv. In our opinion and according to the information and explanation given to us, provisions of section 185 and 186 of the Act in respect of loans to directors including entities in which they are interested and in respect of loans given and investments made have been complied with by the Company. The Company has not granted any guarantees & security in terms of section 185 and 186 of the Act.

v. In our opinion, and according to the information and explanations given to us, during the year under consideration, the Company has not accepted any deposits within the meaning of sections 73 to 76 of the Act and Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the reporting under clause 3(v) of the Order are not applicable to the company.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate and complete or not.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income Tax, Goods and Service Tax, Sales Tax, Duty of Customs, Cess and other material statutory dues, as applicable, with the appropriate authorities; though there has been a slight delay in a few cases.

(b) There are no material undisputed amounts payable in respect of above dues which were in arrears as at March 31, 2025, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and the records of the Company examined by us, following are details of outstanding dues in respect of Income Tax, Goods and Service Tax, Sales Tax, service tax, duty of customs, duty of excise, value added tax or cess etc which have not been deposited/adjusted/reversed, on account of dispute: -

Name of the Statue	Nature of Dues	Amount disputed	Amount Disputed (net of payment under protest and adjustment of refund)	Period to which amount relates	Forum Where Dispute is Pending
		(Rs. In Crore)	(Rs. In Crore)
CENTRAL EXCISE ACT,1944	Excise duty	0.00	0.00	2005-06	Commissioner, Central Excise
	Excise duty	16.65	11.65	December-2005 to December-2008	Customs Excise and Service Tax Appellate Tribunal
	Excise duty	175.00	175.00	April-2005 to March-2010	Customs Excise and Service Tax Appellate Tribunal
	Excise duty (Advance License)	22.41	22.41	March-2011 to December-2011	High Court, Gujarat
	Excise duty	68.62	68.62	October-2007 to September-2012	Commissioner, Central Excise

The above amount does not include amount of additional interest/fee/penalty, after the determination of the aforesaid liability. viii. According to the records of the Company examined by us and the information and explanation given to us, no transaction that has not been recorded in the books of accounts, have been surrendered or disclosed as income during the year in the tax assessment under the Income Tax Act, 1961, (43 of 1961).

ix. (a) According to the records of the Company examined by us and the information and explanation given to us, Company has defaulted in repayment of loans or other borrowing or in the payment of Interest thereon to lenders as on March 31, 2025 and its details are as under: -

Nature of Borrowing, including debt security	Name of the Lender	Amount not paid on due date (Rs. in Crore)	Whether Principal or Interest	No. of days delay or unpaid
Loan	Invent Assets Securitization Reconstruction Private Limited (Debt assignee of Punjab National Bank)	2.00	Principal	1 day
Loan	Invent Assets Securitization Reconstruction Private Limited (Debt assignee of Allahabad Bank)	4.00	Principal	1 day
Loan	Rare Asset Reconstruction Limited (assignee of debts of Indian Overseas Bank)	183.95	Principal	4961 days
Interest on Loan	Rare Asset Reconstruction Limited (Debt assignee of Indian Overseas Bank (included in Borrowing)	0.01	Interest	4961 days
Interest on Loan	Invent Assets Securitization Reconstruction Private Limited (Debt assignee of Punjab National Bank)	1.15	Interest	1 day
Interest on Loan	Invent Assets Securitization Reconstruction Private Limited (Debt assignee of Allahabad Bank)	1.68	Interest	1 day
Interest on Loan	Rare Asset Reconstruction Limited (Debt assignee of Dena Bank)	3.19	Interest	0 to 1005 days

Note: The above amount does not include the rescheduled or restructured amount or period, by the lenders or bankers

(b) According to the records of the Company examined by us and the information and explanation given to us, read with the notes 37(b) of the standalone financial statement, the company has not been declared, as wilful defaulter by any bank or financial institution or other lender during the year under consideration.

(c) According to the records of the Company examined by us and the information and explanation given to us, the company has not taken any term loan during the year and accordingly reporting under clause 3(ix)(c) of the Order is not applicable.

(d) According to the procedures performed by us, and on an overall examination of the standalone financial statements of the Company, we report that no funds raised on short-term basis have been used for long- term purposes by the Company.

(e) According to the records of the Company examined by us and the information and explanation given to us, during the year the company has not taken any fund from any entity or persons on account of or to meet the obligations of its subsidiaries, associates, or joint venture.

(f) According to the records of the Company examined by us and the information and explanation given to us, the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint venture, or associate.

x. (a) According to the records of the Company examined by us and the information and explanation given to us, the company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly reporting under clause 3(x)(a) of the Order is not applicable.

(b) According to the records of the Company examined by us and the information and explanation given to us, the company has not made any preferential allotment or private placements of shares or convertible debentures during the year and hence, reporting under clause 3(x)(b) of the Order is not applicable.

xi. (a) As informed to us, no material fraud by the Company and on the Company has been noticed or reported during the year.

(b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of the Companies (Audit and Auditors) Rules 2014 with the Central Government, during the year.

(c) As represented to us by the management of the Company, there are no whistle blower complaints received by the Company during the year.

xii. The Company is not a Nidhi Company and accordingly reporting under clause 3(xii) of the Order is not applicable.

xiii. As per information and explanations given to us by the management, the transactions with the related parties are in compliance with sections 177 and 188 of the Act, where applicable and the details of related party transactions have been disclosed in the financial Statements, as required by the applicable accounting standards.

xiv. (a) In our opinion, the Company has an adequate internal audit system 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 during the year and till date, in determining the nature timing and extent of our audit procedures.

xv. In our opinion, during the year, the Company has not entered into non-cash transactions with directors or persons connected with its directors, and hence, provisions of section 192 of Act are not applicable to the Company.

xvi. (a) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clauses 3(xvi)(a), (b), and (c) of the Order is not applicable to the Company

(b) As informed by the management of the Company, the group has one Core Investment Company as part of the group.

xvii. The company has not incurred cash losses in the financial year and in the immediately preceding financial year.

xviii. There has not been any resignation of the statutory auditors of the Company during the year.

xix. On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the standalone 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 audit date of the audit report indicating that Company is not capable to meeting its liabilities existing at the date of the 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.

xx. (a) With respect to other than ongoing projects for the year ended as on March 31, 2025, there are no unspent amount to be transferred to fund specified in Schedule VII to the Companies Act within the period of six months of the expiry of the financial year in compliance with second proviso to sub-section (5) of the section 135 of the said Act.

(b) As informed by the Company, in respect of ongoing projects, the company has transferred unspent amount of Rs 1.96 Crore to a separate bank account (in place of special account, which could not be opened due to some technical difficulty and the Company is in process to open the special bank account), within a period of thirty days from the end of the financial year in compliance with section 135(6) of the said Act xxi. The requirement of clause 3(xxi), is not applicable in respect of Standalone Financial Statement.

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT

Annexure B referred to in paragraph B(h) under ‘Report on Other Legal and Regulatory Requirements" of Independent Auditors report of even date for year ended March 31, 2025.

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

We have audited the internal financial controls over financial reportingof Electrotherm (India) Limited ("the Company") as of March 31, 2025 in conjunction with our audit of the Standalone financial Statements of the company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

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

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting with reference to these Standalone Financial Statements 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 as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, 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 with reference to these Standalone Financial Statements 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 over financial reporting with reference to these Standalone financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these Standalone 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 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 internal financial controls over financial reporting with reference to these Standalone financial statements.

Meaning of Internal Financial Controls Over Financial Reporting with Reference to these Financial Statements

A companys internal financial control over financial reporting with reference to these Standalone 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 over financial reporting with reference to these Standalone 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 authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of un-authorized companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting with Reference to these Standalone Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting with reference to these Standalonefinancial 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 over financial reporting with reference to these Standalone Financial statements to future periods are subject to the risk that the internal financial control over financial reporting with reference to these Standalone 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, except otherwise stated or reported to the management, an adequate internal financial controls system over financial reporting with reference to this standalone financial statements and such internal controls over financial reporting with reference to these standalone financial statement were operating effectively as at March 31, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For, Hitesh Prakash Shah & Co

(Firm Regd.no: 127614W) Chartered Accountants

Place: Palodia	Hitesh Shah
Date: May 20, 2025	Partner
	Membership No. 124095
	UDIN: 25124095BMILBJ2902