opto circuits india ltd share price Auditors report

To The Members Of Up to Circuits (India) Ltd,

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the standalone financial statements of Up to Circuits (India) Ltd ("the Company"), which comprise the Balance Sheet as at 31^st, March 2020, the statement of Profit and Loss (including Other Comprehensive income), the statement of changes in equity and statement of cash flows 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, the aforesaid standalone financial statements give the information required by the Companies Act ,2013 ("the Act") in the manner so required, subject to the matters discussed in Basis for Qualified Opinion paragraph below, the consequential impact, if any_, whereof is not quantifiable, give a true and fair view, in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^stMarch, 2020, the profit (including other comprehensive income ), changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

We draw your attention:

1. The Company holds advances in its Subsidiary Up to Cardiac Care Limited amounting to Rs 18,781.95 Lakhs has not ascertained the impairment loss of advances in subsidiary which has reported a consolidated negative net worth against the carrying amount of Rs 18,781.95 Lakhs and has not provided for such impairment loss.

2. The Company holds investments in its Subsidiary Up toEurocore Health Care Limited amounting to Rs 13,904.72 Lakhs and advances amounting to Rs 12,828.56 Lakhs and has not ascertained the impairment loss of investments and advances in subsidiary which has reported a consolidated negative net worth of Rs 44,788.56 Lakhs as on 31.03.2020 as against the carrying amount of Rs 26,733.28 Lakhs and has not provided for such impairment loss.

3. The Company has availed Working capital facility loan from SBS Bank for Rs 16,603.78 Lakhs SBI has classified this liability as NPA/Irregular Advances and as such not charging the interest, accordingly finance cost/interest is not provided for. State Bank of India has issued notice under SARFAESI ACT, on the factory building and current assets of the company. State Bank of India has taken symbolic possession of the property at 83, Electronic City, Phase-1, Hosur Road, Bangalore and has put up notice for auctioning of the property, the management is negotiating for One Time Settlement (OTS)/Compromise settlement and paid advance amount of Rs 1,245 Lakhs in earlier years against OTS/Comprise Settlement offered by the company for 8,900 Lakhs.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities 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 ("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 there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

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

Sr. No. Key Audit Matter	How the matter was addressed in our audit
1 Evaluation of uncertain tax positions
The Company has material uncertain tax positions including matters under dispute which involves significant judgement to determine the possible outcome of these disputes	Obtained details of completed tax assessments and demands for the year ended March 31, 2020 from management.
	We involved our internal experts to challenge the managements underlying assumptions in estimating the tax provision and the possible outcome of the disputes. Our internal experts also considered legal precedence and other rulings in evaluating managements position on these uncertain tax positions.

Other Information

The companys Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report, Business Responsibility Report, Corporate Governance Report, and Share Information, but does not include the standalone financial statement our auditors report thereon.

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 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.

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 Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone 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 Responsibilities for the Audit of the 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.

A further description of our responsibilities for the audit of the standalone financial statements is included in "Annexure - A" of this Auditors Report. This description forms part of our Auditors Report.

Emphasis of matters

a. The Financial Statement indicates that the company has incurred substantial losses during the year. Further, the current level of business operations and company s short term and long-term financial commitments indicate the existence of a material uncertainty that cast significant doubt about the companys ability to continue as going concern.

b. Companys obligation to pay as per the negotiated /one-time settlement agreement with the bankers. Failure to pay the commitment negotiated/OTS amount will results In lenders demanding the original dues along with interest which cannot be ascertained.

c. With respect to debt with Standard Chartered Bank Ltd the company has made and agreed for negotiated settlement with the Standard Chartered Bank for Rs.6,200 Lakhs. The company has paid only Rs 215 Lakhs as against the Repayment of Rs 3500 Lakhs due as per repayment schedule and Rs 3285 lakhs has become overdue.

d. With respect to debt with Yes Bank Limited the company has made and agreed for negotiated settlement with Yes Bank Limited for Rs.850 Lakhs. The company has paid during the year only Rs 245 Lakhs as against the Repayment of Rs 535 Lakhs due as per repayment schedule and Rs 290 lakhs has become overdue.

e. With respect to Corporate guarantee for CIMB Bank Company has agreed for QTS/ Compromise Settlement for RM 6 Million (Ringgit Malaysian) which is Rs 10,03,13,400/-. The Company has not paid the installment overdue as per Final repayment Schedule.

f. With respect to debt with Bank of Nova Scotia Ltd the company has made and agreed for negotiated settlement with the Bank of Nova Scotia for 8,550 Lakhs. The company has paid during the year only Rs 402 Lakhs as against the Repayment of 1000 Lakhs due as per repayment schedule and Rs 598 Lakhs has become overdue.

g. With respect to debt with HDFC Bank Ltd the company has made and agreed for negotiated settlement with the HDFC Bank Ltd for Rs 5,881 Lakhs. The company has paid during the year only Rs 700 Lakhs as against the Repayment of Rs 900 Lakhs due as per repayment schedule and Rs 200 Lakhs has become overdue.

h. The Subsidiary Company of Up to Cardiac Care Limited has availed working capital facility from US bank against SBLC loan facility from ICICI Bank for 10 Million USD which has been guaranteed by Up to Circuits India Limited. ICICI bank invoked Corporate Guarantee and claimed (10 Million USD) Rs 6500 Lakhs from Up to Circuits India Limited and filed the petition before NCLT for Corporate Insolvency Resolution Process. NCLT has admitted the petition filed by the ICICI bank and appointed Insolvency professional for Corporate Insolvency Resolution Process of the company . Further company has approached Honorable High Court of Karnataka which has stayed the Corporate Insolvency Resolution Process proceedings. The Company has entered into compromise settlement with the ICICI Bank for an amount of Rs 2,270 Lakhs against liability of Rs 6,260 Lakhs.

i. Confirmation of balance is not obtained from the Sundry Debtors and Sundry creditors with whom company had transactions including certain banks. Pending receipt of the same, accounts are reviewed and finalized based on the available documents.

j. Due to liquidity problems, Company could not comply certain provisions /regulations of Companies Act, Foreign Exchange Management Act and RBI Guidelines.

k. As reported in previous years, Company along with its step-down subsidiary (Cardiac Science Corporation) had borrowed funds from DBS Bank Ltd. In the year 2014-15 the said loan was restructured and as a part of the said process Rs.12,678.41 Lakhs borrowed by the company was also restructured. As per the terms of the agreement with DBS Bank Ltd, upon default by step down subsidiary (Cardiac Science Corporation) the bank exercised their rights and assigned the debts to a third party and exercised proxy voting rights to take management control of the company* As a result of this loan borrowed by the company to the tune of Rs.12,678.41 Lakhs stand extinguished. DBS Bank has objected to the standby the company.

The Company has raised objections to the stand taken by DBS Bank and filed an original suit before the jurisdictional Civil Court. The suit is pending before courts.

The Company also made a claim of USD160.82 Million against DBS Bank Ltd vide Its letter dated 24th January 2017 and this claim is part of the above petition filed before the Honble Court and DRT- Bangalore recovery proceedings.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies [Auditors Report] Order, 2016 ("the Order"), issued by the Central Government of India in terms of Sec.l43(ll) of the Act, we give in the "Annexure - B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

b) In our opinion, except for the intermediate effects of the matters described in the basis for qualified 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) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act,

e) On the basis of the written representations received from the directors as on 31^s March, 2020 taken on record by the Board of Directors, only Mr. Somadas 6 C director of the company is disqualified as on 31^stMarch, 2020 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 CC Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting,

g) With respect to the other matters to be included in the Auditors Report in accordance with 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.

(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 the impact of pending litigations as at 31^st March 2020 on its financial position in its standalone financial statements, - Refer Note to the standalone financial statements.

ii. The Company is not required to make provision as at 31^st March 2020, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. Dividend for the FY 2011-12 amounting Rs 999.31 Lakhs is also not paid. The said amount was required to be transferred to the Investor Education and Protection Fund after Seven Years which was not complied by the Company during the year ended 31^st March 2020

For B V SWAM I & Co Chartered Accountants

A. AMARANATH Partner

Membership No : 213629 Firm Reg No : 009151S

Place: Bengaluru

Date:14^th july2020

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

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 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 financial controls 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 3$ 3 going concern. If we conclude th3t 3 material uncertainty exists, we are required to drew attention in our auditors report to the related disclosures in the standalone 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 standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements In the standalone financial statements that, individually or in aggregate, makes it probable that 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, determine those matters that were of most significance in the audit of the standalone financial statements of the current period 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.

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report to the Members of Up to Circuits (India) Ltd

i. In respect of the Companys fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a program of verification to cover all the items of tangible fixed assets in a phased manner which, in our opinion, this periodicity of physical verificationis reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable properties included in fixed assets are held in the name of the company.

ii. The physical verification of inventory has been conducted at periodical intervals by the management but not effectively conducted during the year. As certified by the management the discrepancies noted on physical verification of inventory as compared to book records were not material. However, we recommend the management to conduct the physical verification of Inventories on quarterly basis and maintain proper records commensurate to the nature and size of the business.

iii. a. Subject to the qualification in the audit report and as per the explanations given to us, the company has granted loans to the parties covered in the register maintained under section 189 on the Companies Act,2013,

b. In respect of the aforesaid the company has given loans and advances to its subsidiaries aggregating to Rs.32864.43 Lakhs for which no interest is collected form the loans granted to its subsidiaries during the year.

c, In respect of aforesaid loans, there is no stipulation has been made for the recovery of the loans, Hence, we are not in a position to make any specific comments on this.

iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of the loans and investment made, and guarantees and security provided by it.

v. The company has not accepted deposits during the year and does not have any unclaimed deposits as at 31^st March 2020 and therefore, the provisions of the clause 3{v) of the Order are not applicable to the company.

vi. Reporting under clause 3(vi) of the order is not applicable as the company business activities are not covered by the companies (cost records and audit) rule, 2014.

vii. In respect of Statutory dues

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 in respect of provident fund, professional tax, Goods and Service tax and TDS, though there has been a slight delay in a few cases, with the appropriate authorities. In no case, the remittance was beyond six months

b. According to the records of the company examined by us and according to the information and explanations given to us all statutory dues of Income tax or GST or Duty of Customs or Duty of excise, as applicable, have been deposited on time or with marginal delays except for the following.

Name of the statute	Name of dues	Amount (in Crores)	Period to which it relates	Forum where dispute is pending
Income Tax Act	Demand raised by IT U/S 154	7.79	AY 2007-08	CIT (Appeals)
Income Tax Act	Penalty u/s 271G	2.04	AY 2007-08	CIT (Appeals)
income Tax Act	Penalty u/s 221	4.50	AY 2013-14	CIT (Appeals)
Income Tax Act	Minimum Alternative Tax	3.65	AY 2011-12	ITAT
Income Tax Act*	Minimum Alternative Tax	1.00	AY 2012-13	ITAT
Income Tax Act	Minimum Alternative Tax	66.62	AY 2013-14	ITAT
Income Tax Act	Dividend Tax	17.57	AY 2010-11	High Court writ appeal
Income Tax Act	Dividend Tax	18.00	AY 2011-12	High Court writ appeal
income Tax Act	Dividend Tax	13.80	AY 2012-13	High Court writ appeal

* Aflied for the AY 2012-13 is allowed by the ITAT

viii. According to the records of the Company examined by us and the information and explanations given to us, except for short term borrowings for working capital as below, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government as at the balance sheet date.

Name of the Bank	Facility	Amount (in Lakhs)
Bank of Nova Scotia Ltd	Working capital (OTS)	598.00
HDFC bank Ltd	Working Capital/ Term Loan/PCFC (OTS)	200.00
State Bank of India	Working Capital	16,603,78
Yes Bank Ltd	Working Capital	590.00
Standard Chartered Bank	Working Capital	3285.00
CIMB	Corporate Guarantee	1003.13
ICICI	Corporate Guarantee	6590.00
	TOTAL	28869.91

ix. The Company has not raised money by way of initial public offer or further public offer (including debt instruments) or term loans during the year under review and hence reporting under clause 3 (ix) of the Order is not applicable to the Company.

x. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or no material fraud on the Company by its officers or employees has been noticed or reported during the year.

xi. In our opinion and according to the information and explanations given to us, the Company has not paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

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

xiii. In our opinion and according to the informations and explanations given to us and based on our examination of the records of the Company transaction with the related parties are in compliance with the provisions of Sections 177 and 188 of the Act where applicable, and details of such transactions have been disclosed in the financial statements as required under Accounting Standard.

xiv. During the year, the Company has not made preferential allotment of fully paid equity shares and the same is in accordance with the provisions of the Companies Act 2013,

xv. In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence provision of the section 192 of the act are not applicable to the Company.

xvi. The Company is not required to be registered under section 45-iA of the Reserve Bank of India Act, 1934.

FORBVSWAMI&CO. Chartered Accountants

A. AMARANATH Partner

Membership No : 213629 Firm Reg. No: 0Q9151S

Place: Bengaluru

Date: 14^thJuSy, 2020

ANNEXURE "C" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2(f) under Report on Other Legal and Regulatory Requirements section of our report to the Members of Up to Circuits (India) Ltd of even date)

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 upto Circuits (India) Ltd ("the Company") as of 31^stMarch, 2020 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 Board of Directors of the Company 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. 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 respective 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 internal financial controls over financial reporting of the Company 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 the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, 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 Standalone 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 system over financial reporting of the Company.

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 authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^stMarch, 2020, 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 B V 5WAMI & Co Chartered Accountants

A. AMARANATH Partner

Membership No : 213629 Firm Reg No : 009151S

Place: Bengaluru

Date:14^th July2020

INDEPENDENT AUDITORS REPORT

TO THE MEMBERS OF UP TO CIRCUITS (INDIA) LIMITED

Report on the Audit of the Consolidated Financial Statements

Qualified Opinion

We have audited the accompanying Consolidated financial statements of UP TO CIRCUITS (INDIA) LIMITED (Hereinafter Referred To As The "Holding Company") And Its Subsidiaries Listed In Annexure C (Holding Company and its subsidiaries together referred to as "the Group"), which comprise the consolidated balance sheet as at 31^stMarch 2020, and the consolidated statement of Profit and Loss, the consolidated statement of changes in equity and consolidated cash flows statement for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (hereinafter referred to as "the Consolidated financial statements ).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated financial statements give the information required by the Companies Act ,2013 ("the Act") in the manner so required, subject to the matters discussed in Basis for Qualified Opinion paragraph below; the consequential impact if any, whereof is not quantifiable, give a true and fair view, in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31st, 2020, and profit (including other comprehensive income ), changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

We draw your attention:

1. The Parent Company has taken Working capital facility loan from SBI Bank for Rs 16,603.78 Lakhs as on date of balance sheet SB! has classified this liability as NPA/Irregular Advances and as such not charging the interest accordingly finance cost/interest is not provided for. State Bank of India has issued notice under SARFAESI ACT, on the factory building and current assets of the company. State Bank of India has taken symbolic possession of the property at 83, Electronic City, Phase-1, Hosur Road, Bangalore and has put up notice for auctioning of the property, the management is negotiating for One Time Settlement (OTS)/Compromise settlement and paid advance amount of Rs 1,245 Lakhs in earlier years against OTS/Comprise Settlement offered by the company for 8,900 Lakhs.

2. With respect to Subsidiary Company Up to Cardiac Care Limited Provision is not made for Non Current assets, Receivable not acknowledged as debt of Rs,37,810.75 lakhs arising from hostile takeover of Cardiac Science Corporation USA and Criticare Systems Inc USA pending bankruptcy court proceedings,

3. With Respect to subsidiary company Up to Eurocor Health Care Limited- Hon ble National company law Tribunal (NCLT) Bengaluru bench has appointed Interim Resolution Professional (IRP) for Up to Infrastructure Limited, in which the company has invested Rs. 5,348.98 Lakhs. The company has not provided for impairment loss.

4. With respect to the subsidiary company Up to Infrastructure Limited- Karnataka Industrial area Development Board (KIADB) had allotted land at Hassan and Najanagud (Mysore) to Up to Infrastructure Limited, a wholly owned subsidiary of the Company to set up SEZ projects. Upon initiation of action under SARFAESI Act by Bank of Nova Scotia, KIADB has passed orders for resuming the allotted industrial lands . Write petitions filed by the said Company contesting these orders are pending before The Hon,bie High Court of Karnataka , which has granted an interim stay on the orders.

5. With respect to the subsidiary company Up to infrastructure Limited- The Holding Company Up to circuits (India) Limited has defaulted in payment of debt of Rs. 11,890 Lakhs to the Bank of Nova Scotia for which the specific assets of the company are mortgaged as collateral security. As per the negotiated settlement with the bank, Up to circuits India Limited, the holding company has to pay Rs. 5,500 lakhs and Rs. 3,000 lakhs is to be paid by Up to Infrastructure limited by disposing the mortgaged property of the Company, The Bank has simultaneously approached Bangalore Bench of the Honble National Company Law Tribunal (NCLT) and NCLT has appointed a Interim Resolution Professional (IRP). The Companys accounts are continued to be prepared on going concern basis by the suspended board of directors is subject to adoption by the IRP.

6. With respect to the subsidiary company Up to Infrastructure Limited- No interest has been provided on advances of Rs. 8,752.66 Lakhs received from V.R. Thermo Devices Private Limited, We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act, Our responsibilities under those Standards 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 with the ethical requirements that are relevant to our audit of the consolidated financial statements under the provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Key Audit Matters

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

Sr. No. Key Audit Matter	Auditors Response
1 Evaluation of uncertain tax positions
The Group has material uncertain tax positions including matters under dispute which involves significant judgement to determine the possible outcome of these disputes	Obtained details of completed tax assessments and demands for the year ended March 31, 2020 from management.
	We involved our internal experts to challenge the managements underlying assumptions in estimating the tax provision and the possible outcome of the disputes. Our internal experts also considered legal precedence and other rulings in evaluating managements position on these uncertain tax positions.

Other Information

The Holding companys management and Board of Directors are responsible for the other information, The other information comprises the information included in the Holding companys annual report, but does not include the financial statements and our auditors report thereon.

Our opinion on the Consolidated 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 Consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Consolidated financial 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 that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

The Holding Companys Board of Directors is responsible for the preparation and presentation of these Consolidated financial statements in term of the requirement of the Companies Act, 2013 that give a true and fair view of the consolidated financial position, consolidated financial performance, and consolidated cash flows of the Group including its Associates and jointly controlled entities in accordance with the Ind AS and other accounting principles generally accepted in India. The respective Board of Directors of the companies included in the group and of its associates and jointly controlled entities are responsible for 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 Consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the directors of the Holding company, as afore said in preparing the Consolidated financial statements, the respective Board of Directors of the Companies included in the Group and of its associates and jointly controlled entities are responsible for assessing the ability of the Group and of its associates and jointly controlled entities 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 Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the Companies included in the Group and of its associates and jointly controlled entities are responsible for overseeing the financial reporting process of the Group and of its associates and jointly controlled entities.

Auditors Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated financial statements,

A further description of our responsibilities for the audit of the financial statements is included In "Annexure - A" of this Auditors Report. This description forms part of our Auditors Report.

Other Matters

a. The consolidated annual financial results include the audited financial results/ financial information of Eight subsidiaries, whose financial results/ financial information reflect total assets (before consolidation adjustments) of Rs. 1,18,059.16 Lakhs as at 31 March 2020, total revenue (before consolidation adjustments) of Rs 13,088.89 Lakhs and total net loss after tax (before consolidation adjustments) of Rs. 86,266.20 Lakhs and net cash outflows (before consolidation adjustments) of Rs 46.28 Lakhs for the year ended on that date, as considered in the consolidated annual financial results, which have been audited by their respective independent auditors and certified by management. The consolidated annual financial results also include the Groups share of net loss after tax (before consolidation adjustments) of Rs 2,05,418.53 Lakhs for the year ended 31st March 2020. The independent auditors reports on financial resuits/financial information of these entities have been furnished to us by the management and our opinion on the consoiidated annual financial results, in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors and certified by management copies and the procedures performed by us are as stated in paragraph above.

b. Certain of these subsidiaries are located outside India whose financial results/ financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Holding Companys Management has converted the financial results / financial information of such subsidiaries located outside India from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Holding Companys Management.

c. Our opinion in so far as it relates to the financial results / financial information of such subsidiaries located outside India is based on the report of other auditors and management certified copies and the conversion adjustments prepared by the Management of the Holding Company and audited by us.

d. The Financial Statement indicates that the Parent company and Subsidiary Company Up to Eurocor Healthcare Limited has incurred substantial losses during the year. Further, the current level of business operations and Parent companys and Subsidiary Company Up to Eurocor Healthcare Limited which has short term and long-term financial commitments indicate the existence of a material uncertainty that cast significant doubt about the Parent companys ability to continue as going concern,

e. Parent Companys obligation to pay as per the negotiated /one-time settlement agreement with the bankers. Failure to pay the commitment negotiated/OTS amount will results in lenders demanding the original dues along with interest which cannot be ascertained.

f. With respect to Parent Companys debt with Standard Chartered Bank Ltd the company has made and agreed for negotiated settlement with the Standard Chartered Bank for Rs.6,200 Lakhs. The company has paid oniy Rs 215 Lakhs as against the Repayment of Rs 3500 Lakhs due as per repayment schedule and Rs 3285 lakhs has become overdug. With respect to Parent Companys debt with Yes Bank Limited the company has made and agreed for negotiated settlement with Yes Bank Limited for Rs.850 Lakhs. The company has paid during the year oniy Rs 245 Lakhs as against the Repayment of Rs 535 Lakhs due as per repayment schedule and Rs 290 lakhs has become overdue.

h. With respect to Parent Companys Corporate guarantee for CIMB Bank Company has agreed for OTS/ Compromise Settlement for RM 6 Miltion (Ringgit Malaysian) which is Rs 10,03,13,400/-. The Company has not paid the installment overdue as per Final repayment Schedule.

i. With respect to Parent Companys debt with Bank of Nova Scotia Ltd the company has made and agreed for negotiated settlement with the Bank of Nova Scotia for 8,550 Lakhs, The company has paid during the year only Rs 402 Lakhs as against the Repayment of 1000 Lakhs due as per repayment schedule and Rs 598 Lakhs has become overdue.

j. With respect to Parent Companys debt with HDFC Bank Ltd the company has made and agreed for negotiated settlement with the HDFC Bank Ltd for Rs 5,881 Lakhs. The company has paid during the year only Rs 700 Lakhs as against the Repayment of Rs 900 Lakhs due as per repayment schedule and Rs 200 Lakhs has become overdue.

k. The Subsidiary Company of Up to Cardiac Care Limited has availed working capital facility from US bank against SBLC loan facility from ICICI Bank for 10 Million USD which has been guaranteed by Up to Circuits India Limited. ICICI bank invoked Corporate Guarantee and claimed (10 Million USD) Rs 6500 Lakhs from Up to Circuits India Limited and filed the petition before NCLT for Corporate Insolvency Resolution Process, NCLT has admitted the petition filed by the ICICI bank and appointed Insolvency professional for Corporate insolvency Resolution Process of the company , Further company has approached Honorable High Court of Karnataka which has stayed the Corporate Insolvency Resolution Process proceedings. The Parent Company has entered into compromise settlement with the ICICI Bank for an amount of Rs 2,270 Lakhs against liability of Rs 6,260 Lakhs.

l. The parent company and Subsidiary Companies Up to cardiac care limited, Up to Eurocor Health Care Limited and Up to infrastructure Limited does not obtained Confirmation of balance from the Sundry Debtors and Sundry creditors with whom companys had transactions including certain banks. Pending receipt of the same, accounts are reviewed and finalized based on the available documents.

m. Due to liquidity problems, Parent Company and Subsidiary Companies Up to cardiac Care Limited and Up to Eurocor Health Care Limited could not compiy with certain provisions /regulations of Companies Act, Foreign Exchange Management Act and RBI Guidelines.

n. Based on review of the independent audit report of subsidiary company Up to Eurocor Health Care Limited Share Certificates have not made available for verification purpose with respect to subsidiary companys investments in Equity Shares of wholly owned foreign subsidiary companies Eurocor Tech GMBH and EurocorTech B.V.

o. Based on the review of the Independent audit reports of standalone financial statements of Group Company and subsidiary companys impairment loss on Investments amounting to Rs 13,904.72 Lakhs and advances amounting to Rs 47794.51 Lakhs has not ascertained. The same does not have any effect on the consolidated financial statements of Group company.

Report on Other Lega! and Regulatory Requirements

l. As required by sub-sections 3 of Section 143 of the Act, based on our audit and on the consideration of report of the other auditors on separate financial statements, and the other financial information of a subsidiaries, as noted in the Other Matter paragraph, we 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 of the aforesaid consolidated financial statements.

b) In our opinion, except for the intermediate effects of the matters described in the basis for qualified 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) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including other comprehensive income), the consolidated statement of changes in equity and the Consolidated Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

d) In our opinion, the aforesaid Consolidated financial statements comply with the ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors of the Holding Company and its subsidiaries incorporated in India, as on March 31st, 2020 taken on record by the Board of Directors of the respective companies, and the reports of the statutory auditors of its subsidiary companies, none of the directors of Group companies is disqualified as on March 31, 2020 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 statements of the Holding Company and its subsidiary companies incorporated in India and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

g) 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 usand based on the consideration of the report of the other auditors on separate financial statements and also the other financial information of a subsidiary as noted in the Other Matter paragraph:

i. The Consolidated financial statements disclose the impact of pending litigations as at 31st March 2020 on the Consolidated financial position of the group. - Refer Note No. to the Consolidated financial statements.

ii. The Company is not required to make provision as at 31^st March 2020, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. In books of Parent Company Dividend for the FY 2011-12 amounting Rs 999.31 Lakhs is not paid. The said amount was also required to be transferred to the Investor Education and Protection Fund after Seven Years which was not complied by the company during the year 31^st March 2020

For B V SWAMi & Co Chartered Accountants

A. AMARANATH Partner

Membership No : 213629 Firm Reg No : 0091515

Place; Bengaluru

Date:14^th Juiy2020

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

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 Consolidated 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 interna! control.

• Obtain an understanding of internal financial controls 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 Consolidated 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 Consolidated financial statements, including the disclosures, and whether the Consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that 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.

We also, from the matters communicated with those charged with governance, determine those matters that were of most significance in the audit of the financial statements of the current period 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 communications.

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1(f) under Report on Other Legal and Regulatory Requirements section of our report to the Members of UP TO CIRCUITS (INDIA) LIMITED of even date)

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 UP TO CIRCUITS (INDIA) LIMITED("the Company") as of March 31st, 2020 in conjunction with our audit of the Consolidated IND AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Board of Directors of the Company 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. 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 respective 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 internal financial controls over financial reporting of the Company 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 the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, 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 Consolidated IND AS 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 system over financial reporting of the Company.

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 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 couid 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, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31st, 2020, 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.

ForBVSWAMI&Co Chartered Accountants

A. AMARANATH Partner

Membership No : 213629 Firm Reg No : 009151S Place: Bengaluru Date:14^th July2020

ANNEXURE "C" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under Qualified Opinion section of our report to the Members of UP TO CIRCUITS (INDIA) LIMITED of even date)

The Statement includes the results of the following entities:

Subsidiaries

1 Up to Cardiac Care Limited

2 Up toEurocore Healthcare Limited

3 Up to infrastructure Limited

4 Mediad Inc

5 Eurocore Tech Gmbh

6 Eurocore Tech B. V.

7 Criticare Technologies Inc

8 Unetixs Vascular Inc

For 8 V SWAMI & Co

Chartered Accountants

A. AMARANATH Partner

Membership No : 213629 Firm Reg No : 0Q9151S

Place: Bengaluru

Date: 14^th July 2020