Holmarc Opto-Mechatronics Ltd Auditor Reports

To the Members of HOLMARC OPTO-MECHATRONICS LIMITED

Report on the Audit of Standalone Financial Statements

Opinion

We have audited the standalone _nancial statements of Holmarc Opto-Mechatronics Limited (‘the Company), which comprise the Balance Sheet as at 31st March, 2024, the Statement of Pro_t and Loss, the Cash Flow Statement for the year then ended, and the notes to the standalone _nancial statements, including a summary of signi_cant accounting policies and other explanatory information (hereinafter referred to as “the standalone _nancial statements”).

In our opinion and to the best of our information and according to the explanations given to us the aforesaid standalone _nancial 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 accounting principles generally accepted in India, of the state of a_airs of the Company as at 31st March, 2024, and its pro_t and its cash _ows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standard of Auditing (SAs) speci_ed under section 143(10) of the Act. Our responsibility under those SAs 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 _nancial statements under the provisions of the Act and the Rules thereunder and we have ful_lled our ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is su_cient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matter is a matter that, in our professional judgement, were of most signi_cance in our audit of the _nancial statements of the current year. ese matters were addressed in the context of our audit of _nancial 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 matters described below to be key audit matter to be communicated in our report.

Key Audit Matter	Auditors Response
Valuation of Inventory	Our audit procedures in relation to valuation of inventory included, but were not limited to, the following:
e net carrying value of inventory held by the Company as on 31 March 2024 amounts to Rs 284.67 lakhs as disclosed in note 13 to accompanying _nancial statements, which is 10.27% of total assets of the company as on that date.	1. Evaluated the design and implementation, and tested the operating e_ectiveness of key internal controls over measurement of inventory balances as at year end.
Inventories are valued at the lower of cost and net realisable value item wise. Cost includes costs incurred in bringing the inventory to its present location .	2. Obtained management working of valuation of inventory and reconciled the quantities with the stock veri_cation reports to ensure completeness of the underlying data on which valuation is performed by the management and tested the mathematical accuracy of such workings.
Finished Goods & Work in Progress	3. Assessed the appropriateness of the principles used in the valuation of inventory
e net carrying value of work in progress is _99.87 lakhs which is 35.08% of total inventory. e value of work in progress is as per the calculation of management regarding the value of order after pro_t margin and percentage of work completion.	4. Tested, on sample basis, the inventory aging report and net realisable value of inventories basis the latest market prices of the products
Cost includes cost of direct materials and labour and a proportion of manufacturing overheads determined based on the normal operating capacity.
Cost is determined using weighted average method of computation.

Other Information

e Companys management and Board of Directors are responsible for the other information. e other information comprises the information included in the Companys annual report, but does not include the standalone _nancial statements and our auditors report thereon.

Our opinion on the standalone _nancial 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 _nancial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone _nancial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report the fact. We have nothing to report in this regard.

Managements responsibility for the standalone _nancial statements

e 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 _nancial statements that give a true and fair view of the _nancial position, _nancial performance, and cash _ows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards speci_ed under section 133 of the Act. is responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal _nancial controls, that were operating e_ectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the _nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

e Board of Directors is also responsible for overseeing the Companys _nancial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the _nancial 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 in_uence the economic decisions of users taken on the basis of these _nancial 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 the _nancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is su_cient and appropriate to provide a basis for our opinion. e 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 Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal _nancial controls system in place and the operating e_ectiveness 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 signi_cant 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 _nancial 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 _nancial statements, including the disclosures, and whether the _nancial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

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 sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure ‘A statement on the matters speci_ed in paragraphs 3 and 4 of the Order, to the extent applicable.

B. As required by Section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. e company does not have any branches which has not been audited by us and so provisions of section 143(8) are not applicable to the company.

d. e Balance Sheet, the Statement of Pro_t and Loss, and the Cash Flow Statement dealt with by this report are in agreement with the books of account.

e. In our opinion, the aforesaid standalone _nancial statements comply with the Accounting Standards speci_ed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014

f. On the basis of the written representations received from the directors as on 31st March, 2024 taken on record by the Board of Directors, none of the directors is disquali_ed as on 31st March, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

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

h. With respect to the matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanation given to us:

i. e Company does not have any pending litigations which would impact its _nancial position;

ii. e Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

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

iv. a) e 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 or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identi_ed in any manner whatsoever by or on behalf of the Company (“Ultimate Bene_ciaries”) or provide any guarantee, security or the like on behalf of the Ultimate Bene_ciaries

b) e 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 or entity, 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 identi_ed in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Bene_ciaries”) or provide any guarantee, security or the like on behalf of the Ultimate Bene_ciaries;

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.

C. e interim dividend declared and paid by the Company during the year and until the date of this report is in compliance with Section 123 of the Act.

D. With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

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.

For G Joseph & Associates

Chartered Accountants

Firm Reg. No. 006310S

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT IN TERMS OF SECTION 143(11) OF THE COMPANIES ACT, 2013 i. a ii. e Company has maintained proper records showing full particulars, including quantitative details and situation of the _xed assets. iii. e Company has maintained proper records showing full particulars of Intangible Assets.

b. e Company has a program of physical veri_cation of property and plant and equipment so as to cover all the assets once every three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain property and plant and equipment were due for veri_cation during the year and were physically veri_ed by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such veri_cation.

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

d. e Company has not revalued its Property and Plant and Equipment or intangible assets or both during the year.

e. According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

ii. a. e management has conducted physical veri_cation of inventory at reasonable intervals during the year. In our opinion, the coverage and procedure of such veri_cation by the management is appropriate and no discrepancies of 10% or more in the aggregate for each class of inventory were noticed.

b. e Company has not been sanctioned working capital limits in excess of Rs 5 crore, in aggregate, during the year, from banks or _nancial institutions on the basis of security of current assets.

iii. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not made any investments, guarantee, security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, _rms, Limited Liability Partnerships or any other parties.

iv. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not provided any loans, guarantees, securities to parties covered under section 185 and 186. Also, none of the investments by the Company attract the provisions of section 186 of the Act

v. In our opinion and according to the information and explanations given to us, no deposits or amounts which are deemed to be deposits within the meaning of Section 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014 have been accepted by the Company.

vi. e provisions regarding maintenance of cost records under sub-section (1) of section 148 of the Companies Act are not applicable to the Company.

vii. a. According to the records of the Company, undisputed statutory dues including Goods and Service tax, provident fund, employees state insurance, income tax, sales tax, service tax, customs duty, excise duty, value added tax, cess and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the informations and explanations given to us there were no statutory dues on the last day of the _nancial year outstanding for a period of more than six months from the date they became payable.

b. As stated in Note No. 32 of the _nancial statements, the Company has not deposited an amount of Rs.17,75,790 towards building tax claimed by the Kalamassery Municipality pertaining to the period 2013-14 to 2015-16 on account of dispute. e appeal _led by the Kalamassery Municipality is presently pending before the Honourable High

Court of Kerala.

viii. According to the information and explanation given to us, the Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961, as income during the year. Accordingly, reporting under clause 3(viii) of the order does not arise.

ix.

a. Based on our audit procedures and on the basis of information and explanations given to us and on the basis of our examination of the records, we are of the opinion that the Company has not defaulted in the repayment of loans or other borrowings or in the repayment of interest thereon to the lenders and hence reporting under clause 3(ix) of the Order is not applicable to the Company.

b. On the basis of information and explanations given to us and on the basis of our examination of the records, the Company has not been declared as wilful defaulter by any bank or _nancial institution or other lender.

c. On the basis of information and explanations given to us and on the basis of our examination of the records, term loans were applied for the purpose for which the loans were obtained.

d. On an overall examination of the _nancial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.

e. According to the information and explanations given to us and on an overall examination of the _nancial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries as de_ned under the Companies Act, 2013. Accordingly, clause 3(ix)(e) of the Order is not applicable.

f. According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries as de_ned under the Companies Act, 2013. Accordingly, clause 3(ix)( f) of the Order is not applicable.

x.

a. In our opinion and according to information and explanations given by the management and audit procedures performed by us, monies raised by the Company by way of initial public o_er were applied for the purpose for which they were raised, though idle/surplus funds which were not required for immediate utilization have been invested in _xed deposits with scheduled commercial banks as well as maintained in current account.

b. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the reporting under Clause 3(x)(b) of the Order are not applicable to the Company.

xi.

a. Based on the audit procedures performed and the information and explanation given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

b. No report under section 143(12) of Companies Act, 2013 read with rule 13 of Companies (Audit and Auditors) Rules, 2014 has been _led by the auditors with the Central Government.

c. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, the Company has not received any whistle-blower complaints during the year.

xii. e Company is not a Nidhi Company and therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

xiii. Based on the audit procedures performed and the information and explanation given to us, the transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the notes to the standalone _nancial statements, as required by the applicable accounting standards.

xiv. a. In our opinion and according to the information and explanation given to us, the Company has an internal audit system commensurate with the size and nature of its business.

b. e reports of the Internal Auditor for the period under audit have been considered by us.

xv. Based on the audit procedures performed and the information and explanation given to us, we report that the Company has not entered into any non-cash transactions with its directors/director of the company or associate company/a person connected with the Director during the year.

xvi.

a. According to the information and explanations provided by the management of the Company, the provisions of section 45-IA of the Reserve Bank of India Act. 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.

b. According to the information and explanations provided by the management of the Company, the Company has not conducted any Non- Banking Financial or Housing Finance activities without a valid Certi_cate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.

c. According to the information and explanations provided by the management of the Company, the Company is not a Core Investment Company (CIC) as de_ned in the regulations made by the Reserve Bank of India, hence reporting under clause 3(xvi) (c) is not applicable to the Company.

d. According to the information and explanations provided by the management of the Company, the Company does not have any CICs as part of the Group. We have not, however, separately evaluated whether the information provided to us is accurate and complete.

xvii. e Company has not incurred cash losses in the _nancial year and in the immediately preceding _nancial year.

xviii. ere has been no resignation of the statutory auditors during the year and accordingly Clause 3(xviii) of the Order is not applicable.

xix. According to the information and explanations given to us and on the basis of the _nancial ratios, ageing and expected dates of realization of _nancial assets and payment of _nancial liabilities, other information accompanying the _nancial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due.

xx. Based on the audit procedures performed and the information and explanation given to us, we report that the Company has no liability to maintain fund according to the provison of section 135 of Companies Act , 2013.

For G Joseph & Associates

Chartered Accountants

Firm Reg. No. 006310S

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF HOLMARC OPTO-MECHATRONICS LIMITED

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

We have audited the internal _nancial controls over _nancial reporting of Holmarc Opto-Mechatronics Limited (“the Company”) as of 31st March, 2024 in conjunction with our audit of the _nancial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

e Companys management is responsible for establishing and maintaining internal _nancial controls based on the internal control over _nancial 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. ese responsibilities include the design, implementation and maintenance of adequate internal _nancial controls that were operating e_ectively for ensuring the orderly and e_cient 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 _nancial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal _nancial controls over _nancial 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 _nancial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. ose 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 _nancial controls over _nancial reporting was established and maintained and if such controls operated e_ectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal _nancial controls system over _nancial reporting and their operating e_ectiveness. Our audit of internal _nancial controls over _nancial reporting included obtaining an understanding of internal _nancial controls over _nancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating e_ectiveness of internal control based on the assessed risk. e procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the _nancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is su_cient and appropriate to provide a basis for our audit opinion on the Companys internal _nancial controls system over _nancial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A companys internal _nancial control over _nancial reporting is a process designed to provide reasonable assurance regarding the reliability of _nancial reporting and the preparation of _nancial statements for external purposes in accordance with generally accepted accounting principles. A companys internal _nancial control over _nancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly re_ect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of _nancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material e_ect on the _nancial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal _nancial controls over _nancial 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 _nancial controls over _nancial reporting to future periods are subject to the risk that the internal _nancial control over _nancial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal _nancial controls system over _nancial reporting and such internal _nancial controls over _nancial reporting were operating e_ectively as at 31st March, 2024 based on the internal control over _nancial 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 G Joseph & Associates

Chartered Accountants

Firm Reg. No. 006310S