Rathi Bars Ltd Auditor Reports

TO THE MEMBERS OF RATHI BARS LIMITED
Report on the Audit of the Standalone Financial Statements
Opinion

We have audited the accompanying standalone financial statements of RATHI BARS
LIMITED (the "Company"), which comprise the Balance Sheet as at March 31, 2024, the
Statement of Profit and Loss (including Other Comprehensive Income), the Statement of
Changes in Equity and the Statement of Cash Flows for the year ended on that date and 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 and give a true and fair view in conformity
with the Indian Accounting Standards prescribed under section 133 of the Act, ("Ind AS") and
other accounting principles generally accepted in India, of the state of affairs of the Company
as at March 31,2024 and its profit, total comprehensive income, changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards
on Auditing ("SA"s) 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
Standalone Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India
("ICAI") together with the ethical requirements that are relevant to our audit of the standalone
financial statements under the provisions of the Act and the Rules made thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the
rCAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and
appropriate to provide a basis for our audit opinion on the standalone financial statements.

Kfc) Audit Matters

K^> audit matters are those matters that, in our professional judgment, were of most
#fw(ficance 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.

We have determined that there are no key audit matters to communicate in our report

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information
comprises the information included in the Management Discussion and Analysis, Boards Report
including Annexures to Boards Report, Corporate Governance and Shareholders Information, but
does not include the consolidated financial statements, standalone financial statements and 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 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.

Responsibilities of Management and Those Charged with Governance 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, including other comprehensive income,
changes in equity and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including Ind AS specified under section 133 of the Act. 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 flee from
material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management and Board of Director is responsible
for assessing the Companys ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the Board

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

The Companys Board of Directors is also responsible for overseeing the Companys financial
reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

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

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism 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 control relevant to the audit in order to design
audit procedures that arc appropriate in the circumstances. Under section 143(3)(i) of the Act,
we are also responsible for expressing our opinion on whether the Company has adequate
internal financial controls with reference to standalone financial statements in place and the
operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the 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 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 the economic decisions of a reasonably
knowledgeable user of the standalone financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in
the standalone financial statements.

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

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

From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the standalone financial statements 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.

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

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

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

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

e) On the basis of the written representations received from the directors as on
March 31, 2024 taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2024 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 with reference to standalone
financial statements of the Company and the operating effectiveness of such controls, refer
to our separate Report in "Annexure A". Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the Companys internal financial controls with
reference to standalone financial statements.

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, as amended, in our opinion
and to the best of our information and according to the explanations given to us:

i) There is no pending litigation which would have impact on its financial position and
its financial statements,

ii) The Company has made provision as required under applicable law or accounting
standards for material foreseeable losses. The Company did not have any long-term
derivative contracts.

iii) There has been no delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company.

iv)

(a) The Management has represented that, to the best of its knowledge and belief, 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, 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) The Company has not declared or paid any dividend during the year.

vi) Based on our examination, which included test checks, the Company has used
accounting softwares for maintaining its books of account for the financial year ended
March 31, 2024 which has a feature of recording audit trail (edit log) facility and the
same has operated throughout the year for all relevant transactions recorded in the
softwares. Further, during the course of our audit we did not come across any instance
of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from
April 1,2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules,
2014 on preservation of audit trail as per the statutory requirements for record retention
is not applicable for the financial year ended March 31, 2024

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

(Chartered Accountants)

FRN: 033829N

CA. Shashi Shekhar Rai

(Partner)

Membership No.: 519011

Place: New Delhi

Date: 30.05.2024

ANNEXURE "A" 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 Rathi Bars Limited of even date)

Report on the Internal Financial Controls with reference to Standalone Financials
Statements under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (the
"Act")

We have audited the internal financial controls with reference to standalone financial statements
of RATHI BARS LIMITED (the "Company") as of March 31,2024 in conjunction with our audit
of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys Management is responsible for establishing and maintaining internal financial
controls with reference to standalone financial statements 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 with
reference to standalone financial statements based on our audit. We conducted our audit in
accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial
Reporting (the "Guidance Note") issued by the 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
with reference to standalone financial statements. 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 with reference to standalone financial
statements was established and maintained and if such controls operated effectively in all material
respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the
internal financial controls with reference to standalone financial statements and their operating
effectiveness. Our audit of internal financial controls with reference to standalone financial
statements included obtaining an understanding of internal financial controls with reference to
standalone financial statements, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk.
The procedures selected depend on the auditors 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 with reference to
standalone financial statements.

Meaning of Internal Financial Controls with reference to standalone financial statements

A companys internal financial control with reference to standalone financial statements is a
process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal financial control with reference to standalone
financial statements includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are being made only in
accordance with 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 with reference to Standalone Financial
Statements

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 with reference to standalone financial statements to future periods are
subject to the risk that the internal financial control with reference to standalone financial
statements may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, 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 with reference to
standalone financial statements and such internal financial controls with reference to standalone

financial statements were operating effectively as at March 31, 2024, based on the criteria for
internal financial control with reference to standalone financial statements 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 ICAI.

For MASAR & Co.

(Chartered Accountants)

FRN: 033829N

CA. Shashi ShekhA

(Partner)

Membership No.: 519011

Place: New Delhi

Date: 30.05.2024

ANNEXURE ‘B TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory
Requirements sectionof our report to the Members of Rathi Bars Limited of even
date)

To the best of our information and according to the explanations provided to us by the Company
and the books of account and records examined by us in the normal course of audit, we state
that:

i. In respect of the Companys property, plant and equipment, right-of-use assets and

intangible assets:

(a) (A) The Company has maintained proper records showing full particulars,

including quantitative details and situation of property, plant and equipment and
relevant detailsof right-of-use assets.

(B) The Company has maintained proper records showing full particulars of
intangible assets.

(b) The property, plant and equipment, capital work-in-progress, right of use assets
and investment property have been physically verified by the management during
the year and no material discrepancies were noticed on such verification. In our
opinion, the frequency of physical verification program adopted by the Company,
is reasonable having regard to the size of the Company and the nature of its assets.

(c) The title deeds of all the immovable properties (including investment properties)
held by the Company arc held in the name of the Company.

(d) The Company has not revalued any of its property, plant and equipment (including
right-of-use assets) and intangible assets during the year.

(e) No proceedings have been initiated during the year or are pending against the
Company as at March 31,2024 for holding any benami property under the Bcnami
Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made
thereunder.

ii. (a) The management has conducted physical verification of inventory at reasonable

intervals during the year. In our opinion, the coverage and procedure of such
verification by the management is appropriate and no discrepancies of 5% or more
in the aggregate for each class of inventory were noticed.

(b) The Company has a working capital limit in excess of Rs 5 crore sanctioned by
banks based on the security of current assets. The quarterly statements, in respect of
the working capital limits have been filed by the Company with such banks and such

statements are in agreement with the books of account of the Company for the
respective periods, which were not subject to audit/review.

iii. As informed to us, the company has not granted any loans, secured or unsecured, to
companies, firms or other parties covered in the register maintained under section 189
of the Companies Act. Accordingly the sub-clauses (a), (b) and ( c ) are not applicable
to the company.

iv. The Company has complied with the provisions of Sections 185 and 186 of the
Companies Act,2013 in respect of loans granted, investments made and guarantees and
securities provided, as applicable.

v. The Company has not accepted any deposit or amounts which are deemed to be deposits.
Hence,reporting under clause 3(v) of the Order is not applicable.

vi. We have broadly reviewed the books of account maintained by the Company pursuant
to the rules made by the Central Government for the maintenance of cost records under
section 148(1) of the Companies Act, 2013, related to the manufacturing activities and
are of the opinion that prima facie, the specified accounts and records have been made
and maintained. We have not, however, made a detailed examination of the same.

vii. In respect of statutory dues:

(a) In our opinion, the Company has generally been regular in depositing undisputed
statutory dues, including Goods and Services tax, Provident Fund, Employees
State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of
Excise, Value Added Tax, Cess and other material statutory dues applicable to it
with the appropriate authorities.

There were no undisputed amounts payable in respect of Goods and Service tax,
Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service
Tax, dutyof Custom, duty of Excise, Value Added Tax, Cess and other material
statutory dues in arrears as at March 31,2024 for a period of more than six months
from the date they became payable.

(b) According to the information and explanations given to us, there are no statutory
dues referred in sub-clause (a) which have not been deposited with the appropriate
authorities on account of any dispute except for the following:

Name of the statute	Nature of dues	Gross Amount (in Lacs)	Amount paid under protest (in Lacs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Income Tax (Quantum)	2.01	Nil	AY 2014- 15	CIT(A)
Income Tax Act, 1961	Income fax (Quantum)	17.67	Nil	AY 2015- 16	CIT(A)

viii. There were no transactions relating to previously unrecorded income that have been

surrenderedor 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, the Company has not

defaulted in repayment of its loans or borrowings or in the payment of interest
thereon to any lender.

(b) According to the information and explanations given to us including confirmations
received from banks and representation received from the management of the
Company, and on the basis of our audit procedures, we report that the Company has
not been declared a willful defaulter by any bank or financial institution or other
lender.

(c) In our opinion and according to the information and explanations given to us, money
raised by way of term loans were applied for the purposes for which these were
obtained.

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

(e) On an overall examination of the financial statements of the Company, the Company
has not taken any funds from any entity or person on account of or to meet the
obligations of its subsidiaries.

(f) According to the information and explanations given to us, the Company has not
raised any loans during the year on the pledge of securities held in its subsidiaries or
joint venture.

x. (a) The Company has not raised moneys by way of initial public offer or further public

offer (including debt instruments) during the year and hence reporting under clause
3(x)(a) of theOrder is not applicable.

(b) During the year, the Company has not made any preferential allotment or private
placement of shares or convertible debentures (fully or partly or optionally) and
hence reporting underclause 3(x)(b) of the Order is not applicable.

xi. (a) No fraud by the Company and no material fraud on the Company has been noticed

or reported during the year.

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

(c) We have taken into consideration the whistle blower complaints received by the
Companyduring the year (and upto the date of this report), while determining the
nature, timing andextent of our audit procedures.

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

xiii. In our opinion, the Company is in compliance with Section 177 and 188 of the
Companies Act,2013 with respect to applicable transactions with the related parties and
the details of related party transactions have been disclosed in the standalone financial
statements as required by theapplicable accounting standards.

xiv. (a) In our opinion the Company has an adequate internal audit system commensurate

with the size and the nature of its business.

(b) We have considered, the internal audit reports for the year under audit, issued to the
Company during the year and till date, in determining the nature, timing and extent
of our audit procedures.

xv. In our opinion during the year the Company has not entered into any non-cash
transactions with its Directors or persons connected with its directors and hence
provisions of section 192 of theCompanies Act, 2013 are not applicable to the Company.

xvi. (a) In our opinion, the Company is not required to be registered under section 45-IA of

the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a), (b) and
(c) of theOrder is not applicable.

(b) In our opinion, there is no core investment company within the Group (as defined in
the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly
reporting under clause 3(xvi)(d) of the Order is not applicable.

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

xviii. According to the information and explanations given to us, the erstwhile auditors of the
Company resigned during the year on account of preoccupation in other assignments.
There were no other issues, objections or concerns raised by the said auditors.

xix. On the basis of the financial ratios, ageing and expected dates of realisation of financial
assets and payment of financial liabilities, other information accompanying the financial
statements and our knowledge of the Board of Directors and Management plans and
based on our examination of the evidence supporting the assumptions, nothing has come
to our attention, which causes us to believe that any material uncertainty exists as on the
date of the audit reportindicating that Company is not capable of meeting its liabilities
existing at the date of balance sheet as and when they fall due within a period of one
year from the balance sheet date. We, however, state that this is not an assurance as to
the future viability of the Company. We f urtherstate 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. (a) The provisions relating to Corporate Social Responsibility under Section 135 of the
Act are not applicable to the Company. Accordingly, reporting under clause 3(xx)
of the Order is not applicable to the Company.

(b) The reporting under Clause 3(xxi) of the Order is not applicable in respect of audit
of Standalone Financial Statements. Accordingly, no comment in respect of the said
clause has been included in this report.

For MASAR & Co.

(Chartered Accountants)

FRN: 033$2VN

CA. Shashi Shekhar

(Partner)

Membership No.: 519011

Place: New Delhi

Date: 30.05.2024