Tarapur Transformers Ltd Auditor Reports

TO THE MEMBERS OF TARAPUR TRANSFORMERS LIMITED,

Report on the Audit of the Ind AS Financial Statements

Opinion

We have audited the accompanying Ind AS Financial Statements of TARAPUR TRANSFORMERS LIMITED ("the Company") which comprises the Balance Sheet as at 31st March 2026, 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 Ind AS Financial Statements, including a summary of significant accounting policies and other explanatory information (together referred to as Ind AS Financial Statements).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS 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 accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2026, and its profit including other comprehensive income, the changes in equity and its cash flows for the year ended on that date.

Basis for opinion

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 Ind AS 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 Ind AS Financial Statements under the provisions of the Act and the Rules thereunder, 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 opinion.

Basis for Qualified Opinion

1. With Regards to non-receipt of Balance Confirmations

The company has sent balance confirmation letters to parties who are not covered in the register maintained under section 189 of the Companies Act, 2013, but in many of the cases the company have not received written confirmation confirming the balance outstanding as at March, 31, 2026. The details of the parties for whom the balance confirmation have not been received are as under:

Sr.No. Name of the Party	Amount in INR Lakhs	Dr./Cr.
1 Lamcotec SRL	64.20	Dr.
2 Panchganga Ispat Private Limited	23.00	Dr.
3 EMD - Transmission corporation of Andhra Pradesh Limited (Hyderabad)	1.00	Dr.
4 EMD - Bihar State Electricity Board	2.00	Dr.
5 EMD- Gujarat State Fertilizers & Chemicals Limited	2.00	Dr.
6 EMD- Haryana Vidyut Prasaran Nigam Limited	2.00	Dr.
7 EMD - Jaipur Vidyut Vitaran Nigam Limited (Jaipur)	1.00	Dr.
8 EMD - Tamil Nadu Electricity Board-Permanent EMD	20.00	Dr.
9 Security Deposit Haryana Vidyut Prasaran Nigam Limited -W-2	5.00	Dr.
10 Security Deposit Haryana Vidyut Prasaran Nigam Limited -W-3	5.00	Dr.
11 Security Deposit Haryana Vidyut Prasaran Nigam Limited -W-5	5.00	Dr.
12 Security Deposit - KSEB (Alappuzha)	1.33	Dr.
13 Asmi Developers	192.86	Dr.

Our opinion on the standalone financial results for the year ended 31 March 2025 was also qualified in respect of this matter

2. With Regards to Non-compliance of Ind AS 116 Leases.

Company is paying lease rental for its registered office and one property at Pali. The details of both the leases are as under:

Sr. No. Name of the Lessor	Details of the Property	Tenure of Lease	Amount of Lease Paid during FY 2025-26 as per agreement	Amount of Lease Booked in P&L in 2025-26	Amount of Lease Payable during FY 2026-27	Interest Free Deposit Paid
1 Narendra Tiwari	S-112, Rajiv Gandhi Complex, Ekta Nagar, Kandivali (West), Mumbai - 400067	22 months	2,25,918.00	2,25,000.00	1,96,680.00	50,000.00
2 Sadanand Patil	Godown No.3, Sadanand Rice Mill, Behind Gram Sachivalaya, Vada – 421303, Vada Manor Road, Kanchad, Palghar	33 months	2,64,000	2,40,000	11,000	60,000

However as the lease term is more than 12 months in both the cases, the company needs to comply with Ind AS 116 and create a Right of Use of the leased Asset and a corresponding lease liability by discounting the lease rentals over the lease term with market rate of Effective Rate of Interest.

Further there is interest free deposit also being paid to the lessor which also needs to be bifurcated into fair value of lease and as per Ind AS 109, a financials asset component by discounting the deposit at the EIR prevailing in the market for similar kind of companies. This financial asset should form part of RoU which will get depreciated and on the other hand the interest income will be accrued on this financial asset. This entire accounting has not been done by the company and lease is being accounted for as usual by debiting the expense to P&L and the entire deposit being created as asset. Since the information regarding EIR, and amortization of the lease rentals during the lease term is not available, the quantification of the RoU and lease liability for the lease rentals and the fair value of deposit cannot be quantified

3. With regards to No documentation of Loans & Advances granted

Further in respect of loans granted, no documentation has been provided to us till date i.e. no loan agreements or MoUs has been provided to us for any of the loans granted which are either written off or still continuing in books. Our opinion on the standalone financial results for the year ended 31 March 2025 was also qualified in respect of this matter.

4. With regards to breach of limits of section 186 of The Companies Act, 2013

The Company has advanced loans to parties of Rs. 457.77 lakhs (for which no provision is made) which is in excess of the limits prescribed under section 186 of the Companies Act, 2013. Details of the limits breached in terms of amount will be captured in the clause iv of the Companies (Auditors Report) Order, 2020 forming Annexure-A of the detailed Audit Report to be attached along with annual report

5. Non-Compliance of section 194A of Income Tax Act, 1961

The Company has borrowed funds from a company named Abhivadan Properties Private Limited of Rs. 220.50 lakhs. The Balance as on March 31, 2026 is Rs. 247.52 lakhs and the interest provided for during the year is Rs. 33.67 lakhs on which the TDS as prescribed under section 194A @ 10% is not deducted and paid to the TDS Department. However, no TDS has been deducted on the interest provided. In light of the Income Tax Provisions, this interest will be disallowed and going by the effective tax rate applicable to the company of 25.17%, an amount of Rs. 10.10 lakhs will be disallowed and tax impact of the same will be Rs. 2.54 lakhs

6. With regards to Going Concern principal of the Company

The net worth of the Company i.e. Share Capital plus Reserves Plus Securities Premium is negative Rs. 186.21 lakhs/- . Due to negative net worth, a material uncertainty exists that casts a significant doubt on the ability of the Company to continue as a going concern. Further, the management has not provided any disclosures regarding this in the results, and hence this point is qualified.

7. With Regards to Contingent Liability

As stated in Note 7 to the accompanying standalone financial results and Note No.25 of the Financial statements, the Companys contingent liabilities as at 31 March 2026 include certain contingent liabilities aggregating to Rs. 959.71 lakhs pertaining to litigations pending with various authorities, for which the Companys management has not been able to provide necessary evidence in relation to probability of outflow of resources embodying economic benefits.

In the absence of sufficient appropriate audit evidence, we are unable to comment upon the appropriateness and classification of the aforesaid amounts as provision or contingent liabilities as at 31 March 2026 in accordance with Ind AS 37, "Provisions, Contingent Liabilities and Contingent Assets" and the consequential impact, if any, on the accompanying statements.

8. With Regards to Non-provision of Interest The Company had borrowed funds from Gaganbase Vincom of Rs.300/- lakhs in May 2024 @ 18% per annum rate of interest. However, the Company has not been providing interest since January 2025 onwards till March 31,2026 amounting to Rs.67.50 lakhs. The Company has also not made any provision for penal interest claimed by Gaganbase. As a result the loss for the year ended 31st March 2026 is understated by Rs.67.50 Lacs & current liabilities as at 31st March, 2026 are also understated by Rs.67.50 Lacs and reserves are overstated by Rs.67.50 Lacs. The amount of penal interest cannot be quantified as the details have not been received from Gaganbase. Further, Gaganbase has confirmed the balance outstanding as on March 31, 2026.

9. With Regards to No Physical Verification of Property, Plant & Equipment

The Company has not conducted any physical verification of property, plant & equipment during the year ended March 31, 2026. Pending physical verification report of the property, plant & equipment, we are unable to comment on the authenticity of the amounts appearing in the Fixed Asset Register maintained by the company in respect of property, plant and equipment with aggregate gross block of Rs.2286.31 lakhs and net block of Rs. 375.22 lakhs as at March 31, 2026.

Emphasis of Matters

10. We draw attention to Note No.8 of the accompanying statement, which relates to Ind-AS 105 - NonCurrent Assets held for sale and discontinued Operations. As per this standard, if it is highly probable that the company will sell its Fixed Assets in next one year and immediate sale is possible in present condition, management is committed to sell the asset, active efforts are being made to find an buyer and asset is being marketed at reasonable price then the asset has to be re-classified as Non-Currents held for Sale.

However, in this case, shareholders authorization was obtained during the AGM of FY 2024- 25, So the condition of management is committed to sell the asset however, the other conditions are not being met i.e. as the factory Land and Building is currently mortgaged with Upsurge Investment & Finance Limited against the loan availed from them, so until the loan is repaid and the mortgage is satisfied, the land and building cannot be transferred and hence due to this condition not being met, the asset cannot be classified as Non-Current assets held for Sale.

11. As per the Loan Agreement of Upsurge Investment & Finance there was a repayment schedule being attached for repayment of principal and interest. However, on analysis and scrutiny of the ledger, it is observed that only the interest is being accrued and the repayment of principal is not being done. Further, Upsurge Investment & Finance has confirmed the balance outstanding as at March 31, 2026.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the basis for qualified opinion paragraph, the aforesaid 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, of the state of affairs of the Company as at March 31, 2026, and its losses and its cash flows for the year ended on that date.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the financial year ended 31st March 2026. These matters were addressed in the context of our audit of the 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 the matters described below to be the key audit matters to be communicated in our report.

Sr Key Audit Matters	Principal Audit Procedures
1. With regard to Provision made of debit balance of Choudhary Global Limited	During Ledger Scrutiny of this ledger and analysis of P&L, it came to notice that provision has been made, however management informed that application u/s 7 of IBC, 2016 has been filed against this party with Honble NCLT Mumbai bench on February 24, 2024. Based on this application made, the provision was made during FY 2024-25. During FY 2025-26, an amount of Rs.43.15 lakhs was received from this company
The Company has made a provision for doubtful advances against the amount advanced to Choudhary Global Limited of Rs. 8.67 crores in FY 2024-25.
2. Charging of Interest on Loans Advanced & absence of documentation	Ledgers of Parties to whom loans have been advanced are checked for chargeability of interest.
It has been observed that there are no documentation in case of loans advanced. Further, as there is no documentation, there are no terms for loans advanced. In absence of agreement having terms and conditions, the company charges interest on an annual basis and not on quarterly basis
3. Absence of Proper Documentation and nonadherence to Terms of Borrowings	In absence of agreement with Abhivadan Properties, ledger scrutiny was performed along with obtaining balance confirmations from Abhivadan Properties. The TDS as per Income Tax, 1961 was not deducted and paid on the interest amount provided in the books of accounts. This Point is qualified
The Company majorly has 3 lenders as under:
1. Abhivadan Properties
2. Upsurge
3. Gaganbase Vincom Private Limited
There is no documentation at all for the amount borrowed from Abhivadan Properties and hence the rate of Interest, repayment schedule etc cannot be ascertained
4. Absence of Proper CFO and accompanying team	While going through the financials prepared and interacting with the person deployed by the company for the job of preparing the financial statements, it was observed that a lot of mistakes were there in the ratios working, the rationale for movement in ratios was not mentioned correctly.
There is neither Proper CFO being employed by the company nor a proper Accounts & Finance team being deployed for preparing the Financials Statements of the Company. The Person deployed for preparing the financial statements is not competent enough
5. Lack of Financial & Accounting Knowledge of the Directors	Interaction with the Directors was done during the board meetings
While interacting with the Directors, it was observed that none of the Directors has adequate knowledge about Finance & Accounts, Secretarial Matters, etc.

We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our opinion on the accompanying financial statements.

Information other than the Ind AS Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the management discussion & analysis and directors report included in the annual report but does not include the Ind AS Financial Statements and our auditors report thereon. The above information is expected to be made available to us after the date of this auditors report.

Our opinion on the Ind AS 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 Ind AS Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Ind AS Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and make other appropriate reporting as prescribed.

Managements Responsibility for the Ind AS 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 and presentation of the Ind AS Financial Statements that give a true and fair view of the financial position, financial performance including cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued there under. 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 Ind AS Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS 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.

Those Board of Directors are also responsible for overseeing the companys financial reporting process.

Auditors Responsibility for the Audit of the Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind AS 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 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 Ind AS 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Ind AS 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 Ind AS financial statements, including the disclosures, and whether the Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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 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 precludes public

1. 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 A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

Report on Other Legal and Regulatory Requirements

1. 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 A" a statement on the matters specified in paragraphs 3 and 4 of the Order.
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 of the aforesaid Ind AS Financial Statements;
(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), the statement of changes in equity and the statement of cash flows are dealt with by this Report are in agreement with the books of account;
(d) in our opinion, the aforesaid Ind AS Financial Statements does not comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
(e) on the basis of the written representations received from the directors as on 31st March 2026 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2026 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". Our report expresses a modified 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;

3. 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 on its financial position in its financial statements -Refer Note 25 to the financial statements; except for the those as mentioned under contingent liabilities and commitments in the Ind AS financial statement; (ii) the Company does not see any foreseeable losses on long-term contracts as on the balance sheet date and the Company has not entered into any derivative contracts, therefore no provision has been made in relation to the same;

(iii) the Company has not declared any dividends either in the current year or during any of the previous years and therefore transferring of the amounts in the Investor Education and Protection Fund by the Company does not arise.

(iv) (a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, 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(s) or entity(ies), including foreign entities (" Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds (which are material either individually or in the aggregate) have been received by the company from any person(s) or entity(ies), including foreign entities (" 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; and

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our attention that has caused us to believe that the representations under sub-clause (a) and (b) contain any material mis-statement.

(v) Based on our examination, which included test checks, the Company has not used accounting software for maintaining its books of account for the financial year ended 31st March, 2026 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. (vi) The company has not paid any dividend during the year.

4. 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 A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

For GRANDMARK&Associates CHARTERED ACCOUNTANTS

(CA Rahul Drolia) M.No.140934 PARTNER Firm Registration No.: 011317N Place: Mumbai, Date: May 27, 2026 UDIN : 26140934BV0XNR4694

(Referred to in paragraph 1(f) under Report on Other Legal and Regulatory Requirements of our report of even date to the financial statements of the Company for the year ended March 31, 2026:

Report on the statement on the matters specified in the paragraph 3 and 4 of the Companies (Auditors Report) Order, 2020:

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that

(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant & equipment. (a) (B) The Company does not have any intangible assets.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company does not have a regular programme of physical verification of its property. In our opinion, there should be a programme of physical verification having regard to the size of the Company and the nature of its assets.

(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 as disclosed in the financial statements are held in the name of the Company.

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its property, plant and equipment during the year.

(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

(ii) (a) The inventory has not been physically verified by the management at reasonable intervals during the year. In respect of traded stock at Mumbai Head Office, the details of traded stock storage location is not available for our verification.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company does have any sanctioned working capital limits from banks on the basis of security of current assets.

(iii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has made investments, provided guarantee or security, granted loans or advances in the nature of loans to companies, firms, or any other parties.

(a) During the year the company has provided loans or provided advances in the nature of loans, or stood guarantee, or provided security to any other entity

To Whom	the aggregate amount during the year (amount in INR)	balance outstanding at the balance sheet date (amount in INR)
Loans & Advances to parties other than subsidiaries, joint ventures, and associates	0	18,45,68,515
Subsidiaries, Joint ventures, and Associates	-	-
Total	0	18,45,68,515

(a) According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion the investment made, guarantees provided, security given during the year and the terms and conditions of the loans given and guarantees provided during the year maybe prejudicial to the interest of the Company due to the following reasons:

the agreements have not been entered into with the borrowing party, so the terms of loans are not captured/documented. the repayment of principal and payment of interest has not been stipulated.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of loans given, in our opinion the repayment of principal and payment of interest has not been stipulated and so we are unable to comment as to whether the repayments or receipts have not been regular.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are overdue amounts for more than ninety days in respect of loans given or advances made in nature of loan. The details are as under:

LOANS AND ADVANCES	AMOUNT	Within 90days	Above 90 Days
Loans & Advance Given to Related Party
Choudhary Global Limited*	8,23,35,000.00		8,23,35,000.00
Loan Assets Others
Asmi Developers	1,92,85,846.00	1,81,167.00	1,91,04,679.00
Bairagra Builders Pvt. Ltd.	2,68,13,500.00		2,68,13,500.00
Bhatia Island	19,73,055.00	33,288.00	19,39,767.00
B R Industries	2,20,18,394.00	14,76,000.00	2,05,42,394.00
Tapsya Textiles Pvt Ltd	1,87,38,923.00		1,87,38,923.00
Uttam Khobragade	25,00,000.00		25,00,000.00
Other Loans and advances
Rudra Steel Alloys Pvt. Ltd	19,36,023.00		19,36,023.00
Lamcotech SRL	64,20,000.00	9,25,200.00	54,94,800.00
Panchganga Ispat Pvt. Ltd	23,00,000.00		23,00,000.00
Bairagra Builders Pvt Ltd (IRP)	69,300.00		69,300.00
Hemant V Shah	48,464.00		48,464.00
Pratibha Singh	5,010.00	5,010.00
SWK Legal	1,25,000.00	1,25,000.00
Total	18,45,68,515.00	27,45,665.00	18,18,22,850.00

* - Provision for Doubtful Loans have been made against this loan advance to Choudhary Global, Rs.43 lakhs was received from this party during the year and accordingly the provision was reversed to that extent

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no loan given falling due during the year, which has been renewed or extended or fresh loans given to settle the overdues of existing loans given to the same party.

(a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has given loans either repayable on demand or without specifying any terms or period of repayment.

The aggregate amount (amount in INR)	percentage thereof to the total loans granted	aggregate amount of loans granted to Promoters, related parties as defined in clause (76) of section 2 of the Companies Act, 2013
18,45,68,515	100%	44.61%

(iv) According to the information and explanations given to us and on the basis of our examination of the records of the company, in respect of investments made and loans, guarantees and security given by the Company, in our opinion the provisions of Sections 185 and 186 of the Act have not been complied with.

The Company has lent funds to Individuals. No loan agreements or MOUS has been entered into with or executed with these parties, further no terms and conditions for the money lent are being agreed to with these parties. Further the limits as prescribed under section 186 of the Act, has not been adhered to . Section 186 prescribed as under :

No company shall directly or indirectly

(a) give any loan to any person or other body corporate ;

(b) give any guarantee or provide security in connection with a loan to any other body corporate or person; and

(c) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty per cent. of its paid-up share capital , free reserves and securities premium account or one hundred per cent. of its free reserves and securities premium account, whichever is more.

Accordingly, the below table calculates the limits:

Particulars	Amount
Paid Up Capital	19,50,00,110.00
Free Reserves	-82,01,13,818.84
General Reserve	2,79,92,426.00
P&L	-84,81,06,244.84
Securities premium	60,42,21,715.00
Total of Paid Up Share Capital & Free Reserves	-2,08,91,993.84
60% of Paid Up Share Capital & Free Reserves	-1,25,35,196.30
100% of Free Reserves	-21,58,92,103.84
Higher of the above two	-1,25,35,196.30

Further, the Company had not complied with provisions of section 185 in terms of passing special resolution for lending funds to Choudhary Global Limited in which the ex- Director of the Company Mr. Rajendra Choudhary is a director. At the time of lending funds, Mr. Rajendra Choudhary was director in the Company as well as in Choudhary Global Limited. These funds have yet not been repaid by Choudhary Global Limited as on March 31, 2025. Also, the Company has initiated proceedings under the provisions of Insolvency & Bankruptcy Code, 2016

(v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Accordingly, clause 3(v) of the Order is not applicable.

(vi) No records has been maintained by the company pursuant to the rules prescribed by the Central Government for maintenance of cost records under section 148(1) of the Act. However, we have not carried out a detailed examination of the records with a view to determine whether these are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Goods and Services Tax (GST), Provident fund, Employees State Insurance, Income-tax, Duty of Customs, Cess and other statutory dues have generally been regularly deposited with the appropriate authorities, though there have been slight delay in a few cases of GST, Provident fund, Employees State Insurance and Income-tax.

According to the information and explanations given to us and on the basis of our examination of the records of the company, there are some undisputed amounts payable in respect of GST, Provident fund, Employees State Insurance, Income- tax, Duty of Customs, Cess and other statutory dues applicable for a period of more than six months from the date they became payable.

Following are the undisputed dues which are due since more than six months but still not paid or paid at later dates.

Nature of Statute	Nature of Dues	Amount (Rs. in Lacs)	Period to which the amount relates	Date of Payment
Central Sales Tax Act	CST	0.27/-	F.Y.2013-14	Still not paid
Central Sales Tax Act	CST	22.22/-	F.Y.2016-17	Still not paid
Income Tax Act, 1961	Tax, Interest, Penalty	2.76/-	A.Y. 2021-22	Still not paid
Income Tax Act, 1961	Tax, Interest, Penalty	124.06/-	A.Y. 2012-13	Still not paid
Custom Duty on pending export obligation against import of machinery	EPCG License Import Duty pending exports	144.85	F.Y. 2009-10	Still not paid

(b) According to the information and explanations given to us and on the basis of our examination of the records of the company, statutory dues relating to GST, Provident fund, Employees State Insurance, Income-tax, Duty of Customs, Cess or other statutory which have not been deposited on account of any dispute are as follows:

b) According to the records of the Company, Income-Tax and Sales Tax which have not been deposited on account of disputes and the Forum where the dispute is pending are as under: Further, there are orders being passed by the Mysuru Court & Bengaluru Court for payment of dues to Karnataka Power Transmission Corporation Limited on a complaint being filed by them against the Company, the details of the dues ordered to be payable are as under:

Nature of Statute	Financial Year	Nature of Dues Pending	Amount (Rs. in Lacs)	Forum Where Dispute is pending
Sales Tax Act (VAT)	F.Y. 2007-2008	Sales Tax Demands pending in appeals	33.63	D.C. APPEAL - PALGHAR
Sales Tax Act (CST)	F.Y. 2007-2008	Sales Tax Demands pending in appeals	21.68	D.C. APPEAL - PALGHAR
Sales Tax Act (CST)	F.Y. 2008-2009	Sales Tax Demands pending in appeals	31.66	D.C. APPEAL - PALGHAR
Sales Tax Act (VAT)	F.Y. 2011-2012	Sales Tax Demands pending in appeals	4.01	D.C. APPEAL - PALGHAR
Sales Tax Act (CST)	F.Y. 2011-2012	Sales Tax Demands pending in appeals	4.36	D.C. APPEAL - PALGHAR
Sales Tax Act (VAT)	F.Y. 2016-2017	Sales Tax Demands pending in appeals	1.22	D.C. APPEAL – PALGHAR
Karnataka Power Transmission Corporation Limited	F.Y. 2016-17	Money Suit for Non-Performance for Repairs of Transformers	69.96	II Additional District & Sessions Judge at Mysuru
Karnataka Power Transmission Corporation Limited	F.Y. 2016-17	Money Suit for Non-Performance for Repairs of Transformers	297.07	II Additional District & Sessions Judge at Mysuru
Karnataka Power Transmission Corporation Limited	F.Y. 2015-16	Money Suit for Non-Performance for Repairs of Transformers	566.05	II Additional District & Sessions Judge at Bengaluru

(c) Based on our Audit Procedures and as per the information and explanation given by management, the company does not have any loan facility sanctioned from Banks and hence the questions of default does not arise.

(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income-tax Act, 1961 as income during the year.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, during the year the Company has defaulted in repayment of loans and borrowing or in the payment of interest thereon to lender named Gaganbase Vincom Private Limited wherein the interest was not provided and paid and in case of Upsurge Investments & finance limited, only interest being paid and not the principal as mandated in the agreement. However, on obtaining the balance confirmation from both these parties, the amounts outstanding in the books of the Company have been affirmed by both of them, which leads to conclusion that both the lenders have accepted the non- payment of interest and non- payment of Principal as per the agreement and have not raised any notice of default. However, no communication regarding any kind of restructuring has been provided by either the Company or the lenders. Both these lenders are Non- Banks and private lenders.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority.

(c) In our opinion and according to the information and explanations given to us by the management, no term loan has been obtained during the year.

(d) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term purposes by the company.

(e) According to the information and explanations given to us and on an overall examination of the financial statement of the Company, we report that the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures as defined under the Act.

(f) According to the information and explanations given to us and procedure performed by us, we report that company has not raised loan during the year on the pledge of securities held in its subsidiaries, associates or joint ventures.

(x) (a) The Company has not raised any moneys by way of initial public offer or by further public offer (including debt instruments). Accordingly, clause 3(x)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable.

(xi) (a) Based on examination of the books and records of the Company and according to the information and explanations given to us, no fraud by the Company or on the Company has been noticed or reported during the course of the audit.

(b) No report under sub-section (12) of Section 143 of the Companies Act, 2013 has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year. According to the information and explanations given to us, no material fraud by or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and the explanations given to us, the transactions with the related parties were in compliance with Sec 177 and 188 of the Companies Act, where applicable and the details of the same have been disclosed in the Ind AS Financial Statements as required by the applicable accounting standard.

(xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company does not has any internal audit system.

(b) No Internal audit reports have been provided to us for our review.

(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non- cash transactions with its directors or persons connected to its directors and hence, provisions of Section 192 of the Companies Act are not applicable to the Company.

(xvi) (a) The Company is required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. The Company fulfils the 50:50 test as prescribed under section 45-IA of the Reserve bank of India. The

Company is having financial assets which is more than 50% of the total assets and the income from financial assets is also more than 50% of the total income. Please find below the table depicting the amounts:

Amount in Lakhs

Amount of Financial Assets including Loans & Advance, Investment ts	Total Assets	% of Financial Assets including Loans & Advance, Investments etc.	Amount of Income from Financial Assets including Loans & Advance, Investments	Total Revenue/ Income	% of Revenue/Income from Financial Assets including Loans & Advance, Investments etc.
1845.69	1163.56	158.62	114.89	139.75	82.21

* The amount of Rs.1845.69/- lakhs is gross without provision, there is provision of Rs.1,287.87/- lakhs against the loans given

(b) The Company has conducted Non- Banking Financial activities without a valid certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India, 1934.

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

(d) The Company is not part of any group (as per the provisions of the Core Investment Companies Directions, 2016 as amended). Accordingly, clause 3(xvi)(d) of the Order is not applicable.

(xvii) The Company has incurred cash losses in the current year of 207.99 lakhs against the profits in the immediately preceding financial year of 1688.26 lakhs (post considering effect of exceptional items)

(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable.

(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, it has come to our attention, which causes us to believe that there exists a material uncertainty as on the date of the audit report that the 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. Below is the comparison of financial assets and financial liabilities existing as on the date of balance sheet date:

Financial Liabilities	Amount in Lakhs INR
Unsecured Loans Availed	861.20
Total Financial Liabilities	861.20
Financial Assets
Unsecured Loans Provided	700.28
Total Financial Assets	700.28
Difference/GAP	-160.92

As can be observed from the above table, there is a deficit between the Total Financial Liabilities and Total Financial Assets as on the balance sheet date, which makes us believe about the non- capability of the company to meet its financial liabilities.

We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) The requirement as stipulated by the provision of section 135 are not applicable to the company. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

(xxi) As there is no subsidiary, there is no need to prepare consolidated financial statements, so this clause is not applicable

For GRANDMARK&ASSOCIATES CHARTERED ACCOUNTANTS

(CA Rahul Drolia) M.No.140934 PARTNER Firm Registration No.: 011317N Place: Mumbai, Date : May 27, 2026 UDIN : 26140934BV0XNR4694

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirements of our report 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 TARAPUR TRANSFORMERS LIMITED ("the Company") as of 31st March 2026 in conjunction with our audit of the Ind AS 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, 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 Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by 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 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 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 Ind AS 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 Ind AS 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 Ind AS 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.

Qualified Opinion

According to the information and explanations given to us and based on our audit, the following weaknesses have been identified as at March 31, 2026.

a) The Company did not have an appropriate internal control system for inventory with regard to periodic verification of stock.
b) The Company does not have proper legal team for drafting of legal documents and their execution.
c) The Company does not have a CFO and a proper Finance & Accounts Team who is competent enough to look after the Accounts & Finance matters of the Company
d) None of the Directors are competent enough in Finance & Accounts & Legal matters. All of the lack basic understanding of Accounts & Finance domain

In our opinion, except for the possible effects of the weakness/qualifications described above 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 31, 2026, 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 GRANDMARK&ASSOCIATES CHARTERED ACCOUNTANTS

Sd/- (CA Rahul Drolia) M.No.140934 PARTNER Firm Registration No.: 011317N Place: Mumbai Date: May 27, 2026 UDIN : 26140934BVOXNR4694