Spectrum Electrical Industries Ltd Auditor Reports

To,

The Members,

SPECTRUM ELECTRICAL INDUSTRIES LIMITED

Gat No. 139/1 & 139/2, Ajanta Road, Jalgaon, Maharashtra 425003, India.

Report on the Standalone Financial Statements:

We have audited the accompanying standalone financial statements of M/s. Spectrum Electrical Industries Limited ("the Company"), which comprises the Balance Sheet as at March 31,2024, the Statement of Profit and Loss, Cash Flow Statement, and the statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Standalone Financial Statements:

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the act) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility 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; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken in to account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under and order issued under section 143 (ll) of the Act.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards & Pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companys preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Companys Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion:

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2024;

b. in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

c. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

I. On the basis of checks of books and records of the company and according to the information and explanations given to us the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of sub-section (ll) of section 143 of the Act, we give in the "Annexure A" statement on the matters specified in paragraphs 3 and 4 of the Order.

II. As required by section 143(3) of the Act, we further 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 purpose of our audit;

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

c. The Balance Sheet, the Statement of Profit and Loss, Cash Flow Statement, and the statement of changes in equity 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 applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

e. On the basis of written representations received from the directors for the year ended on March 31, 2024 and 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 over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in Annexure B; and

g. With respect to 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 does not have any pending litigations as at March 31, 2024 that has any impact on its financial position in its standalone financial statements.

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the company.

iv. a. No funds have been advanced or loaned or invested by the company to or in any other

person(s) or entities, including foreign entities ("Intermediaries"), with the understanding that the intermediary shall whether directly or indirectly lend or invest in other persons or entities identified in any manner by or on behalf of the company (ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of ultimate beneficiaries.

b. No funds have been received by the company from any person(s) or entities including foreign entities ("Funding Parties") with the understanding that such 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 guarantee, security or the like on behalf of the Ultimate beneficiaries.

c. Based on the audit procedures performed, we report that nothing has come to our notice

that has caused us to believe that the representations given under sub-clause (i) and (ii) by the management contain any material misstatement.

V. The interim dividend of Rs.1,51,19,840 has been paid in the FY 2023-24.

Statement of Unpaid/Unclaimed Interim Dividend for the year 2023-24

Sr. No.	Date of Declaration of Interim Dividend	Name of Shareholder	Address	Unpaid/Unclaimed Interim Dividend Amount (Amount in INR)
1	15th May, 2023	Jitendra Prakash Pawar	PL No. 889 Gat No. 253, SV FA Z Road, Savda Tal Raver, Dist Jalgaon, Maharashtra 425502, India.	2,000
2	15th May, 2023	Pravin Ramdas Kunjiwal	Sr. No. 448 11, PL No 2, Chaitraban Colony, Jalgaon, Maharashtra - 425001, India.	2,000
Total				4,000

Annexure A to the Independent Auditors Report

Report on the Companies (Auditors Report) Order, 2020 (the Order) issued by the Central Government in terms of Section 143 (ll) of the Companies Act, 2013 (the Act) of Spectrum Electrical Industries Limited (the Company).

1. In respect of Fixed Assets:

a. A The Company has maintained proper records showing full particulars, including quantitative details

and situation of Property, Plant and Equipment.

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

b. The management has conducted physical verification of property, plant, and equipment at reasonable intervals during the year; there are no material discrepancies were noticed.

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 the immovable property are held in the name of the Company.

d. According to the information and explanations given to us, during the reporting year, the Company has not revalued its property, plant and equipment or intangible assets.

e. During the reporting year, no any proceedings have been initiated or pending against the Company and the Company is not held any benami property under the Benami Transaction (Prohibition) Act, 1988 and rules made thereunder.

2. In respect of Inventories:

a. The management has conducted physical verification of inventory at reasonable intervals during the year. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

The company is maintaining proper records of inventory and no any material discrepancies were noticed on physical verification of inventory.

b. During the reporting period, the Company has taken working capital loans in excess of five crores rupees from banks on the basis of security of current assets and the Company has filed quarterly returns and statements with the lender Banks which are in agreement with the books of account.

3. During the reporting period, the Company has given unsecured loan to its wholly owned subsidiary company.

3. (a) - Details of loans given to its Wholly Owned Subsidiary Company are as follows - (Amount in Lakhs)

Sr. No.	Name of Subsidiary Companies	Aggregate Amount	Outstanding Balance
1	Spectrum Electrical Technologies Private Limited (Formerly known as Spectrum Electrical Life Solutions Pvt. Ltd.	1249.32	1783.11

a. (b) - During the reporting period, the Company has not given any loans or advances and guarantees or security to parties other than its Wholly Owned Subsidiaries.

b. During the reporting period, the Company has not made any investment.

c. Repayment of principal and payment of interest in respect of loans and advances in the nature of loans are regular;

d. During the reporting period no any amount has been overdrawn.

e. During the reporting period, the Company has not granted for renewal or extension or fresh loan to settle the over dues of the existing loans given to the same parties.

f. During the reporting period, the Company has not granted loans repayable on demand or without specifying any terms or period of repayment to its Promoters, related parties as defined in clause (76) of section 2 of the Companies Act, 2013;

4. The Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

5. According to the information & explanations given to us, the Company has not accepted any deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of Section 73 to Section 76 or any other relevant provisions of the Act and the rules framed there under apply.

6. The Central Government has prescribed the maintenance of cost records for the products of the Company under sub section (l) of section 148 of the Act and in respect of this, accounts and records have been maintained by the Company.

7. According to the information and explanation given to us and on the basis of our examination of the records of the company, examined by us, in our opinion, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income tax, Sales tax, Goods & Service Tax etc. and other material statutory dues with the appropriate authorities. According to the information & explanation given to us there are no disputed dues in respect of Provident Fund, Employees state Insurance Contribution, sales tax/income tax/wealth tax/service tax/Customs Duty /Excise Duty/ Cess/ Goods & Service Tax & other material statutory dues in arrears as on 31^st March, 2024 for a period of more than six months from the date they became payable.

8. According to the information and explanation given to us, during the reporting period, no such transactions, not recorded in the books of account have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961)

9. a. The company has not defaulted in repayment of dues to a financial institution or bank. The Company has

not issued any debentures during the reporting period.

b. The Company has not declared wilful defaulter by any bank and financial institution or other lender.

c. In our opinion and according to the information and explanation given to us, the term loans taken by the Company have been applied for the purpose for which they were raised.

d. In our opinion and according to the information and explanation given to us, short term loans have not been utilized by the Company for long term purposes.

e. In our opinion and according to the information and explanation given to us, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates, or joint ventures, during the reporting period.

f. In our opinion and according to the information and explanation given to us, the Company has not pledged of securities held in its subsidiaries, joint ventures, or associates companies, during the reporting period.

10. a. The Company has not raised moneys by way of Initial Public Offer (IPO) during the reporting year.

b. In our opinion and according to the information and explanations given to us during the year, the Company has raised funds through issue and allotment of convertible warrants on 25^th January, 2024 and Equity Shares on 11^th February, 2024 on the Preferential Issue and Equity Shares under Qualified Institutional Placement (QIP) on 14^th February, 2024.

i. The Company has issued and allotted 1,76,250 Equity Shares at Rs. 1,120/- per share (including premium of Rs.1,110/- per share) on the preferential basis to the persons identified by the Company.

The details of utilization of issue proceeds are as follows -

Sr.No.	Main Objects	Amount Allocated to the objects	Fund Utilized till the 31.03.2024	Pending Utilization as on 31.03.2024
1	Working Capital	1,956.18	1,971.77	Nil
	Requirements
2	Issue Expenses	17.82	2.23	Nil
Total		1,974.00	1,974.00	Nil

The saving in issue expenses have been utilized towards the working capital requirements of the Company

ii. The Company has issued and allotted 1,07,250 Convertible Warrants at Rs. 1,120/- per share (including premium of Rs.1,110/- per share) on the preferential basis to the promoter and promoter group. Pursuant to the provisions of SEBI (issue of Capital and Disclosure Requirements) Regulations, 2018, the company has received Rs.300.30 Lakhs being 25% of total issue size of Rs. 1,201.20 Lakhs of convertible warrants. The balance amount will be received at the time of conversion of warrants into equity shares.

The details of utilization of Rs.300.30 Lakhs are as follows -

(Amount In Lakhs)

Sr. No.	Main Objects	Amount Allocated to the objects	Fund Utilized till the 31.03.2024	Pending Utilization as on 31.03.2024
1	Working Capital Requirements	228.23	228.23	Nil
2	General Corporate Purpose	72.07	72.07	Nil
Total		300.30	300.30	Nil

iii. The Company has issued and allotted 3,10,500 Equity Shares at Rs.1,177/- per share (including premium of Rs. 1,167/- per share) under Qualified Institutional Placement (QIP) to the eligible Qualified Institutional Buyers (QIB).

The details of utilization of issue proceeds are as follows -

Sr. No.	Main Objects	Amount Allocated to the objects	Fund Utilized till the 31.03.2024	Pending Utilization as on 31.03.2024
1	Capital Expenditure	1,375.00	Nil	1,375.00
2	Working Capital Requirements	2,214.00	Nil	2,214.00
3	General Corporate Purpose	50.00	50.00	Nil
4	Issue Expenses	15.59	15.59	Nil
Total		3,654.59	65.59	3,589.00

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

b. No fraud by the Company and by its officers or employees has been noticed or reported during the reporting year. Hence reporting under clause 3(xi) (b) of the Order is not applicable to the Company.

c. According to the information and explanation given to us and based on our examination of records, no any whistle-blower complaints have been received by the Company during the year.

12. The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order and the Nidhi rule 2014 are not applicable.

13. According to the information and explanation given to us and based on our examination of the records of the company, transactions with the related parties are in compliance with section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone financial statements as required under accounting standards (AS-18), related party disclosure specified under section 133 of the act, read with rule 7 of the companies (accounts) rules, 2014.

Name of the Person	Nature of Interest	Type of Transaction	Amount In Rupees
Mr. Deepak Suresh Chaudhari	Managing Director and Shareholder	Lease Rent Paid	29,90,148/-
Mr. Deepak Suresh Chaudhari	Managing Director	Salary	1,17,23,400/-
Mrs. Bharti Deepak Chaudhari	Whole Time Director	Salary	57,83,400/-
Mr. Devendra Sudhakar Rane	Executive Director	Salary	32,98,904/-
Mr. Chandrakant Bhaskar Rane	Executive Director	Salary	2,13,681/-
Mr. Pankaj Ravindra Rote	Chief Financial Officer-KMP	Salary	22,71,468/-
Mr. Rahul Vasant Lavane	Company Secretary-KMP	Salary	7,43,381/-
Mr. Sunil Pralhad Jangel	Director of Pristine IT Code Private Limited, Subsidiary of Spectrum Electrical Industries Ltd.	Lease Rent	4,76,000/-
M/s. Nipun Manufacturing Industries	Relative of Director	Sale	17,01,36,094/-
M/s. Darshana Deepak Chaudhari	Daughter of Director	Stipend	1,25,535/-

14. a. In our opinion and according to the information and explanations given to us, there is an adequate internal audit system commensurate with the size of the company and the nature of its business.

Further on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedure.

b. Yes, we have considered and examined Internal Auditors Report under the audit of the company conducted for the reporting period.

15. 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 with him hence reporting under clause 3(xv) of the Order is not applicable to the Company.

16. 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) of the Order is not applicable to the Company.

17. The Company does not have accumulated losses at the end of the Financial Year. Further the company has not incurred cash loss during the current financial year & in the immediately preceding financial year.

18. During the year, the Company has not received resignation from the statutory auditors.

19. 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, the auditor is of the opinion that no material uncertainty exists as on the date of the audit report and the company is 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;

20. a. According to information and explanation given to us and based on our examination, the Company has spent CSR amount eligible for the year 2023-24.

b. According to information and explanation given to us and based on our examination, no any amount remaining unspent for the financial year 2023-24.

21. According to the basis of our examination of the books and records of the Company, we have neither come across nor have been informed of any frauds or errors. Accordingly, no qualifications and adverse remark has been given by us.

Other Matters:

1. In our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

Annexure - B to the Independent Auditors Report

The annexure referred to in paragraph 3 (f) under Report on Other Legal and Regulatory Requirements of our report of even date to the members of Spectrum Electrical Industries Limited on the financial statements for the year ended March 31, 2024.

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

We have audited the internal financial controls over financial reporting of Spectrum Electrical Industries Limited (the Company) as on 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 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 (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, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143 (10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting 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 auditorsjudgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls Over Financial Reporting:

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that:

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

II. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial control over financial reporting were operating effectively as at March 31, 2024, 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 SHARPAARTH & CO LLP Chartered Accountants FRN: 132748W/W100823

Sd/- CA Harshal Jethale Partner M. No. 141162 UDIN: 24141162BKAETV3562

Date:07/05/2024 Place: Jalgaon