IMP Powers Ltd Auditor Reports

INDEPENDENT AUDITORS REPORT

To the Members of IMP POWERS LIMITED

Report on audit of the Indian Accounting Standards (Ind AS) Financial Statements

Opinion

We have audited the accompanying financial statements of IMP POWERS LIMITED (the "Company"), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year ended, and a summary of significant accounting policies and other explanatory information.

In our opinion, except for the effects of the matter described in the Basis for Opinion paragraph, the accompanying standalone financial statements as at March 31,2025, and its statement of profit and loss (including Other Comprehensive Income) and cash flows for the year then ended, give a true and fair view in accordance with the applicable Financial Reporting Framework.

Basis of Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act due to the details given as under. Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together independent requirements that are relevant to our audit of the financial statements under the provisions of the Act and Rules their under, and we believe that, except for the possible effects of the matters described in paragraphs below, the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion:

1. The company has not carried out detailed assessment of the useful life of Companys assets hence depreciation has been adjusted, based on past historical trend and impairment is not provided on these assets. We are unable to comment on the impact on statement of Profit & Loss Account.

2. The Company has, disclosed value of inventories for the period ended 31st March, 2025 at Rs.11.25 Crore In the view of Resolution Process followed by liquidation process, and no production activities since long time and in absence of valuation report and any supporting papers, we are unable to comment on the existence/realizability or impairment, if any, of the inventories.

3. For the period ended 31st March 2025, the company has Gross Trade Receivables for Rs.39.61 crore out of which no provision for doubtful debt/ECL has been created in the previous financial years. Further the said balances are aged more than three years hence, In the view of current Liquidation Process followed by liquidation process, and no production activities during review period and in absence of valuation report and any supporting papers, we are unable to comment on the carrying value of the said receivables.

4. Company has disclosed 2.43 core as balance in multiple current accounts. However, company has been unable to provide balance confirmation from Banks in majority of the accounts in absence of independent bank confirmations for current accounts, and for transactions that may have happened in those accounts as required under SA 505- External Balance Confirmation, led to incomplete supporting for our audit opinion. Hence, we are unable to comment on the bank transactions as well as the closing balances as appearing in the books of accounts for the said bank balances.

5. For the period ended 31st March 2025, the company has reported "Other Current Assets" includes interest accrued/ receivables Rs.11.67 Crores., EMD/ Margin Money and Other Deposits Rs.1.28 Crore and Balance with Government Authorities Rs.1.40 Crore. The said balances are aged and are subject to confirmations. In the view of current Liquidation Process followed by liquidation process, and no production activities during review period and in absence of any supporting papers, we are unable to comment on the carrying value of the said balances of "Other Current Assets"

6. The Company is in the process of reconciling direct/ indirect tax related balances as per books of account and as per tax records. Accordingly, we are unable to comment whether these balances are fairly stated in the books.

7. As per SA 510, para 10, read with SA 705 (Revised) as applicable, when an auditor is unable to obtain sufficient appropriate audit evidence regarding the opening balances, the auditor shall express an opinion (qualified opinion or a disclaimer of opinion), as appropriate, in accordance with SA 705 (Revised). Since we were unable to obtain appropriate audit evidence pertaining to opening balances to the extent as mentioned in subsequent paras and other financial information, (where applicable), we express a qualified opinion.

In view of the possible effects of the matters described in points no. 1 to 7 above, we have not been able to comment on the Companys compliance of the covenants in respect of all borrowings and consequential implications arising out of approved sale as going concern including issuance of shares and takeover of management.

Emphasis of Matter

We draw attention following points which describes the effects of NCLT approved sale as going concern. Our opinion is not modified in respect of this matter.

1. The NCLT, vide its order dated March 29, 2022 ("Insolvency Commencement Date") initiated the Corporate Insolvency Resolution Process ("CIRP") of the Company under the Code. The said NCLT Order also records the appointment of Mr. Mukesh Verma as the Interim Resolution Professional ("IRP") in accordance with Section 16 of the Code. Subsequently, pursuant to the meeting of the Committee of Creditors (the "CoC") confirmed Mr. Mukesh Verma as the Resolution Professional ("RP") for the Company. Upon the application filed by CoC, the NCLT has approved the appointment of RP. Further resolution plans did not find requisite majority and upon decision of the CoC, Corporate Debtor went into Liquidation (as going concern). Company went into Liquidation vide NCLT order dated 19th December 2023 ("Liquidation Commencement Date"), pursuant to the said liquidation order, Honble NCLT Ahmedabad Bench appointed Mr. Ravindra Kumar Goyal as liquidator for the company. In view of the ongoing liquidation order the powers of Board of Directors immediately suspended and vested with RP/Liquidator.

In the Said Liquidation Process (as a going concern), the Liquidator Prompted e-auction Proceedings , inviting Bidders For Their express of interest (EOI) and further to take over company under Liquidation (as going Concern),where in new management and his bidders namely Electrify Energy Pvt Ltd in Consortium with Mr. Rakesh R Shah have been declared as Highest Bidder by Liquidator and Committee of Creditors (CoC).

Upholding process of issuance of sale certificate and possession letter by Liquidator in fever of new management by Honble NCLT and to acquire seamlessly to offers of company, Honble NCLT awarded necessary Relief & Concession by way Of Separate Order to Successful Auction Purchaser and New management on 5/11/2024.The Honble NCLT vide order no. IA/965(AHM)2024 dated 20.08.2024 has approved acquisition of company through Regulation 32 (e) of IBBI (Liquidation Process) Regulation 2016 i.e. Sale as Going Concern as per the E-Auction held on 21.05.2024 Consequently, Liquidator issued certificate of sale on 21-08-2024 to successful bidder. Bidder had to pay Rs.78 crores for acquisition of the company. Company has paid Entire Bidding amount on money on 17.05.2024 and 19.06.2024 and assumed control of company upon issuance of Certificate of sale by liquidator.

However, company is yet to receive final distribution order quantifying amount to be paid to secured financial creditors and other unsecured financial creditors/operational creditors including workmen. Due to absence of clarity, company has not been able to give appropriate accounting treatment of write back/write off of these dues in books of accounts

2. The new management has assumed control of affairs of company and required forms for appointment of directors are yet to be filed with ROC owing to technical reasons. So names of all directors who were part of Suspended BOD are still reflected in ROC data. This is on account of pendency of approval of form INC 28. Company is constantly engaged with MCA for approval of said form.

3. These audited standalone financial statements are prepared and approved by the new management. The financial statement for the year ended March 31, 2025 have been prepared on the basis of the trial balance for the period ended March 31,2025 which is on the basis of the carrying balance of assets and liabilities as at March 31,2024. The primary purpose of preparing the financial statements is for the compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder ("Act").

4. We have not been provided with certain information including the minutes of meetings of the Committee of Creditors (COC)/ Stakeholders Consultation Committee (SCC) and the outcome of certain procedures carried out as a part of the CIRP are confidential in nature and could not be shared. Accordingly, we are unable to Comment on the possible financial impact, presentation and disclosures, if any, that may arise if we have been provided access to that information.

5. Pursuant to the order from Honble NCLT vide order no IA/1387(AHM)2024 dated 05.11.2024 the existing share capital of the Company has been extinguished. In accordance with the terms of the order, the Company has to issue 3.23 Crore new equity shares of Rs.10 each to the successful bidder and 17 Lakh shares to existing shareholders in proportion to existing shareholding. Necessary steps for effecting this allotment have been initiated as per applicable laws. However, the procedure for extinguishment and issue of new shares has not yet been completed, as the necessary filings with the Registrar of Companies (ROC) are pending. On account of pending formalities, the Company has disclosed an amount of Rs.78 crore received from successful bidder as current liability in the financial statements.

6. The Company has not been able to disburse the amounts payable to the secured financial creditor or any other creditor due to pendency of final distribution order. Accordingly, as at the date of approval of these financial statements, the charges created on the Companys assets in favour of the secured financial creditor have not yet been marked as satisfied in the records of the Registrar of Companies (ROC) or other relevant statutory authorities.

7. Company has booked Rs.3.57 crore as additional receivable interest from HVPNL, However, company has been unable to provide any evidence except form 26AS to confirm that the amount is receivable from HVPNL. This amount is in addition to Rs 5.05 crore received from HVPNL in April 2024.

8. In respect of Finance cost we draw attention to note no. 45 of the standalone financial statement of the Company, that it has not provided finance cost related with interest expenses for the year ended on March 31,2025 as the account of the Company has been classified as Non-Performing Assets (NPA) by all lenders on financial facilities availed from them. Due to non-provision of the interest expenses, Loss for the year ended on March 31, 2025 is understated. Amount is not determinable.

9. Company has booked interest of Rs.0.04 crore payable to Electrify Energy Private Limited on the loan of Rs 2.92 Crore at the rate of 9.50%. As of the date of approval of these financial statements, the necessary agreements and regulatory filings in relation to the above, including the issuance of equity shares and recording of the infused funds, are pending with the Registrar of Companies (ROC). The Company is in the process of completing the required formalities.

10. During the pendency of the Corporate Insolvency Resolution Process (CIRP) and Liquidation process, the Company had defaulted in filing certain statutory returns and compliances, including but not limited to those required under the Companies Act, 2013 (Registrar of Companies), the Income Tax Act, 1961 (TDS), the Goods and Services Tax (GST) laws, and other applicable statutes the responsibility of the filing this was either with the earlier management or with resolution professional/ liquidator.

Post takeover by new management, the Company has initiated steps to regularise and update all pending statutory filings and is in the process of ensuring full compliance with all applicable regulatory requirements. Management is committed to restoring and maintaining statutory compliance in a timely and systematic manner

11. Material Uncertainty related to Going Concern:

The company has accumulated losses, and its net worth has been eroded. The company has incurred net loss during the current year and in the earlier year(s), the companys current liabilities exceed its current assets, and the company has a high debt-equity ratio as at 31st March 2025. Company was undergoing liquidation during the year due to of liquidation vide order date 19th December, 2023 of Honble NCLT Ahmedabad Bench. However, during the year, the Honble NCLT vide order no. 1A/965(AHM) 2024 dated 20.08.2024 has approved acquisition of company through Regulation 32 (e) of IBBI (Liquidation Process) Regulation 2016 i.e. Sale as Going Concern as per the E-Auction held on 21.05.2024 Consequently, Liquidator issued certificate of sale on 21.08.2024 to successful bidder. Company has already paid the said amount on 17.05.2024 and 19.06.2024 and assumed control of company after issuance of Certificate of sale by liquidator. Accordingly, audited standlaone financial results of the Company for year ended March 31, 2025 have been reviewed by New Management. The status of the Company is still under liquidation on account of pending formalities. and impact arising therefrom as such cannot be commented upon by us. The standalone financial statements are prepared on the going concern assumption considering the acquisition as going concern by new management. We have assessed financial support arrangements and funding arranged by new management. Based on the audit procedures performed, we found the assumptions adopted by management to be reasonable and the disclosures to be appropriate.

Key Audit Matters

Key audit matter is the matter that, in our professional judgment, was of most significance in our audit of the standalone financial statements of the current period. This matter was 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 this matter.

Information Other than the financial statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Boards Report including Annexures to Boards Report but does not include the financial statements and our auditors report thereon.

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

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

Managements Responsibility for the Ind AS Financial Statements

The Companys Board of Directors is responsible for matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 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 are responsible for overseeing the Companys financial reporting process.

Auditors Responsibility

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

As part of an audit in accordance with SAs, we exercise professional 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 financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system 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.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the 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 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.

Report on Other Legal and Regulatory Requirements

1. As required by section 143 (3) of the Act, based on our audit we report that:

a) Except for the matters described in Basis for opinion paragraph, we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b) Except for the matters described in Basis for opinion paragraph, 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) Except for the matters described in Basis for opinion paragraph, the Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity, and the Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account

d) Except for the matters described in Basis for opinion paragraph, the aforesaid financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended.

e) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record by the new management and Board of Directors, none of the directors are disqualified as on 31st March, 2025 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 A".

(g) According to Information and explanation given to us and on the basis of our examination of the records of the company, managerial remuneration has not been paid/provided. Accordingly, reporting under section 197(16) of the Act is not applicable.

(h) 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, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed effects of pending litigation on in its financial position in its financial statements in Note 34.

ii. Due to non-availability of details, we are not able to comments on this point company having any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. An amount of Rs.187471 which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31,2025, which are not transferred.

iv. (a) The Management has represented that, to the best of its knowledge and belief, other than disclosed in notes, to the Financial Statements, 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 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, other than disclosed in notes, to the Financial Statements, 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 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. During the year, Company has not declared any dividend, hence reporting under this clause is not applicable.

vi. Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which had 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.

2. As required by the Companies (Auditors Report) Order, 2020 ("the order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

	For BJS & Associates
	Firm Registration Number: 113268W
	Chartered Accountants
	CA Niket Modi
	Partner
Place: Ahmedabad	Membership Number: 181785
Date: May 30, 2025	UDIN: 25181785BMIIOU9472

Annexure A to Auditors Report

Referred to in paragraph 1(f) under "Report on other legal and regulatory requirements" section of our report of even date to the members of IMP POWERS LIMITED

Report on the Internal Financial Controls over Financial Reporting under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (the "Act")

We have audited the internal financial controls over financial reporting of IMP POWERS LIMITED ("the Company") as of March 31,2025 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys liquidator/management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (the "ICAI"). 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 Act.

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") issued by ICAI and the Standards on Auditing prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls. 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 internal 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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient 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

A companys internal financial control over financial reporting 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 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 unauthorized 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 deteriorate.

Opinion

In our opinion, except for the possible effects of the material weaknesses described in the Basis for Opinion paragraph, company, in all material respects, an adequate internal financial controls system over financial reporting and such controls were operating effectively as at March 31, 2025 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For BJS & Associates

Firm Registration Number: 113268W

Chartered Accountants

CA Niket Modi

Partner

Membership Number: 181785

Place: Ahmedabad

Date: May 30, 2025

UDIN: 25181785BMIIOU9472

Annexure B to Auditors Report

Referred to in paragraph 2 under "Report on other legal and regulatory requirements" section of our report of even date to the members of IMP POWERS LIMITED

(i)(a) (A) The Company is in process of updating proper records of Property, Plant and Equipment regarding particulars including quantitative details and situation of the said assets at the end of the Financial Year.

(B) The Company does not have intangible assets. Accordingly, the requirement to report on clause 3(i)(b) of the Order is not applicable to the company.

(b) All Property, Plant and Equipment were not physically verified by the management in the previous year or at reasonable intervals

(c) According to the information and explanation given to us, the title deeds of the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the company.

(d) Company has not carried our any revaluation of its Property, Plant and Equipment or intangible assets or both during the year.

(e) According to the information and explanation given to us, no proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(ii)(a) The Liquidator/Company Management has conducted physical verification of inventory at reasonable intervals during the year.

(b) As disclosed in note 20 to the financial statements, the Company was sanctioned working capital limits in excess of Rupees five crores in aggregate from banks and/or financial institutions during the previous year on the basis of security of current assets of the Company which were outstanding as at year end. The Company has not filed the quarterly returns/statements for the period 1st April 2024 to 31st March 2025 as company was undergoing Liquidation and after acquisition by new management the amount except mentioned in NCLT distribution order shall not be payable.

(iii) The company had given loans to various parties including its staff previously but register required under section 189 was not produced for verification. Company has not made any additional investments, provided guarantees, provided security and granted loans and advances in the nature of loans to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, we have not been able to comment on clause 3(iii)(a) to (f) of the Order.

(iv) The company had given loans to various parties including its staff previously but documents and register required under section 189 was not produced for verification. After take over by new management during the year there are no loans, investments, guarantees, and security in respect of which provisions of sections 185 and 186 of the Companies Act, 2013 are applicable and accordingly, we have been not able to comment on clause 3(iv) of the Order.

(v) Based on the information provided. the Company has not accepted any deposits or amounts which are deemed to be deposits, Hence the directives issued by the Reserve Bank of India and the provisions of the Sections 73 to 76 or any other relevant provisions of the Act and rules framed thereunder, are not applicable. Accordingly reporting under clause 3(v) of the Order is not applicable.

(vi) We have not been provided with the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of the cost records under section 148(1) of the Companies Act, 2013, related to the manufacture electrical transformers and Accordingly, we have not been able to comment on clause 3(vi) of the Order.

(vii)(a) Undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, duty of custom, and other statutory dues have not been regularly deposited with the appropriate Authorities. According to the information and explanations given to us and based on audit procedures performed by us, undisputed amounts payable in respect of these statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable. However, as explained by new management, amount unpaid before the takeover is no longer payable due to order from Honble NCLT order no IA/1387(AHM) 2024 dated 05.11.2024

(b) There are no statutory dues referred to in sub-clause (a) which have not been deposited on account of any dispute. All dues pending previously are extinguished in line with NCLT order no IA/1387(AHM) 2024 dated 05.11.2024.

(viii) According to the information and explanations given to us and on the basis of our examination of the records of the company There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

(ix)(a) According to the information and explanations given to us and on the basis of our examination of the records of the company, the company has defaulted in the repayment of all loans or borrowings, in the payment of interest thereon to all lenders and classified all borrowing as NPA by banks and Fis in previous financial years and current financial year. Loan From related party and directors amounting to Rs.292 lacs as on March 31,2025 are repayable on demand including interest accrued thereon

(b) The Company has not been declared willful defaulter by any Bank or financial institution or Government or any government authority.

(c) As per the information and explanation, company has not taken any term loans during the year, hence, the requirement to report on clause 3(ix)(c) of the Order is not applicable to the Company.

(d) As per the information and explanation, funds raised on short term basis, prima facie, have not been utilised for long term purposes.

(e) On an overall examination of the financial statements of the Company, it prima facie seems that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures. hence, the requirement to report on clause 3(ix)(e) of the Order is not applicable to the Company.

(f) On an overall examination of the financial statements of the Company, it prima facie seems that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies. hence, the requirement to report on clause 3(ix)(f) of the Order is not applicable to the Company.

(x)(a) The Company has not raised any money during the year by way of initial public offer/further public offer (including debt instruments) hence, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company.

(b) As per the information and explanation received, the existing share capital of the Company has been extinguished. In accordance with the terms of the Resolution Plan, the Company has to issue 3.4 crore equity shares of Rs.10 each to the Successful bidder and existing shareholders. Necessary steps for effecting this allotment have been initiated as per applicable laws. While the formalities for extinguishment and issue of new shares has not yet been completed, as the necessary filings with the Registrar of Companies (ROC) are pending.

(xi)(a) 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, we have neither come across any fraud by the company or any fraud on the company by its officers or employees has been noticed or reported during the year nor have we been informed of any such case by the Management.

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

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

(xii) According to the information and explanations given to us, the Company is not a Nidhi Company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(a) to (c) of the Order is not applicable to the Company.

(xiii) Except for the possible effects of matters disclosed in Basis of opinion paragraph of audit report, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable.

(xiv)(a) The Company has an internal audit system which is commensurate with the size and nature of its Business.

(b) The internal audit reports of the Company for the period 1st April 2024 to 31st March 2025 have been considered by us

(xv) . In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable

(xvi)(a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities without obtained a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.

(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.

(d) There is no Core Investment Company as a part of the Group, hence, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.

(xvii) The Company has incurred cash losses in the current financial year and in the immediately preceding financial year.

(xviii) There has been resignation of the statutory auditors during the year and based on information and explanation provided to us, they have not raised any issues, objections or concerns.

(xix) On the basis of the financial ratios disclosed in the financial statements, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. The new management has taken over the company during the year and prior to that, company was defaulted in repayment of all liabilities. 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) In our opinion and according to the information and explanations given to us, the provisions of Section 135(5) of the Companies Act, 2013 are not applicable to the company and hence, reporting under Clause 3(xx) (a) and (b) of the Order is not applicable.

For BJS & Associates

Firm Registration Number: 113268W

Chartered Accountants

CA Niket Modi

Partner

Membership Number: 181785

Place: Ahmedabad

Date: May 30, 2025

UDIN: 25181785BMIIOU9472.