Talbros Engineering Ltd Auditor Reports

To,

The Members of Talbros Engineering Limited Faridabad (Haryana)

Report on the Audit of the Ind AS Financial Statements Opini?n:

We have audited the accompanying Ind AS Financial Statements of TALBROS ENGINEERING LIMITED ("the Company"), which comprises the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss, the Statement of changes in Equlty and the Statement of Cash Flows for the year ended on that date and a summary of significant accountlng policles and other explanatory informatlon.

In our opini?n and to the best of our Information and accordlng to the explanations given to us, the aforesald Ind AS Financial Statements give the Information required by the Companles Act, 2013 ("the Act") in the manner so required and glve a true and fair vlew in conformity with the Accounting Standards prescribe under section 133 of the Act read with the Companies (Accounting Standards) Rules, 2015, as amended, ("AS") and other accounting principies generally accepted in India, of the State of affairs of the Company as at March 31,2024, the profit, changes ?n equity and its cash flows for the year ended on that date.

Basis for Opini?n:

We conducted our audit of the Ind AS Financial Statements in accordance with the Standards on Audltlng specified under section 143(10) of the Act. Our responslbllities under those Standards are further described in the Au?itors Responsibility for the Audit of Financial Statements section of our report. We are ?ndependentofthe 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 relevanttoourauditofthe IndAS Financial Statements under the provisi?n of the Act and Rules made there under, and we have fulfilled our other ethical responslbllities ?n accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evldence obtalned by us ?s sufflclent and approprlate to provlde a basis for our audit opini?n on the IndAS Financial Statements.

KeyAudit Matters:

Key audit matters are those matters that, in our professional judgement, were of most significant in our audit of the Ind AS Financial Statements of the current period. These matters were addressed in the context of our audit of the financial statement as a whole, and in forming our opini?n thereon, and we do not provide a sep?rate opini?n on these matters. In the audit of the current period, we have not have observed any key audit matters required to be reported separately.

Information Other than the Ind AS Financial Statements andAuditors Report Thereon:

The Companys Board of Directors ?s responslble for the prepararon of the other informatlon. The other information comprises the Information included in the Management Discusslon and Analysls, Boards Report includlng Annexure to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not ?nclude the Ind AS Financial Statements and our audltors report thereon.

Our opini?n on the Ind AS Financial Statements does not cover the other informatlon and we do not express any form of assurance conclusi?n thereon.

In connection with our audit of the Ind AS Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materlally ?nconsistent with the Ind AS Financial Statements or our knowledge obtained durlng the course of our audit or otherwlse appearsto be materlally misstated.

If, based on the workwe have performed, we conclude that there ?s a material misstatement of this other informatlon, we are required to report that fact. We have nothlng to report ?n this regard.

Management and Board of Directors Responsibility for the Ind AS Financial Statements:

The Companys Board of Directors ?s responslble for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Ind AS Financial Statements that give a true and fair view of the financial position, financial performance, changes ?n equity and cash flows of the Company ?n accordance with the accounting principies generally accepted in India, ?ncluding the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companles (Accounts) Rules, 2014 and the Companies (Accounting Standards) Rules, 2015, as amended.

This responsibility also ?ncludesthe malntenance of adequate accounting records ?n accordance with the provisi?n of the Act for safeguarding of the assets of the Company and for preventlng and detectlng the frauds and other ?rregularities; selection and appllcation of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementatlon and malntenance of adequate internal financial control, that were operating effectively for ensurlng the accuracy and completeness of the accounting records, relevant to the preparation and presentaron of the Ind AS Financial Statements that give a true and fair vlew and are free from material misstatement, whether due to fraud or error.

In preparing the financial statement, the management and the Board of Directors ?s responslble for assesslng the Companys abillty to continu? as a going concern, dlsdoslng, as appllcable, matters related to going concern and uslng the going concern basis of accounting unless management either

?ntendsto liqu?date the Company orto cease operations, or has no realistic alternative butto do so.

The Board of Dlrectors are responslble for overseelng the Companys financlal reportlng process.

Auditors Responsibility for the Audit of the Financial Statement:

Our objectlves are to obtaln reasonable assurance about whetherthe IndAS Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that ineludes our opini?n. 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 Ind AS Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

? Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opini?n. 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, orthe override of internal control.

? Obtain an understanding of internal financial control relevantto the audit in orderto design audit procedures that are appropriate in the circumstances. Under section 143(3)(?) of the Act, we are also responsible for expressing our opini?n on whether the Company has adequate internal financial Controls system in place and the operating effectiveness of such Controls.

? Eval?ate 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 continu? 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 inthe IndAS Financial Statements or, if such disclosures are inadequate, to modify our opini?n. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. Flowever, future events or conditions may cause the Company to cease to continu?

as a going concern.

? Eval?ate the overall presentaron, structure and conten? of the Ind AS Financial Statements, ?neluding the disclosures, and whether the Ind AS Financial Statements represent the underlying transactions and events in a mannerthat achievesfair presentation.

Materiality is the magnitude of misstatements in the Ind AS Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Ind AS 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 eval?ate the effect of any identified misstatements in the Ind AS 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 Ind AS 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 preeludes 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 opini?n, 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, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

d) In ouropinion, the aforesaid IndAS Financial Statements comply with the AS specified under Section 133 of the Act.

e) On the basis of 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 ason March 31,2024, from being appointed as a director interms ofsection 164(2) oftheAct.

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 sep?rate report ?n "Annexure A". Our report expresses an unmodified opini?n 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 Rule 11 of the Companies (Audit and Auditors) Rule 2014, as amended ?n our opini?n and to the best of our ?nformation and according to the explanaron given to us

i) The Company does not have any pending litigation which would impact its financial position;

?i) The Company did not have any long-term contracts including derivative contracts for which they were any material foreseeable losses under the applicable law or accounting standards.

iii) There has been no delay ?n transferring amounts if applicable, requiredto betransferred,tothe Investor Education and Protection Fund by the Company.

iv) (a) The Management has represented that, to the

best of its knowledge and belief, other than as disclosed in note 38b to the accounts, no funds 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 ?n any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or ?ndirectly lend or ?nvest ?n other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company or provide any guarantee, security orthe like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented that, to the best of ?ts knowledge and belief, as disclosed in note 38b to the accounts, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or ?ndirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding

Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed 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 (?i) of Rule 11 (e) contain any material misstatement.

v) The final dividend paid by the Company during the current year in respect of the same declared for the previous year is in accordance with section 123 of the Companies Act 2013. As stated in notes to the financial statements, the Board of Directors of the Company have proposed final dividend for the current year which ?s subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared ?s in accordance with section 123 of the Act.

vi) Based on our examination which included test checks, the Company has used accounting software 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 software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable fromApril 01, 2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservaron 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 of India in terms of sub-section (11) of section 143 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.

	For Rakesh Raj & Associates
	Chartered Accountants
	FRN: 005145N
	Sd/-
Place: Faridabad	ABHISHEK KUMAR
Date: 20.05.2024	(PARTNER)
UDIN: 24519429BKBTZA3082	M.NO: 519429