Value Industries Ltd Auditor Reports

Independent Auditors Report on Quarterly and Year to Date Audited Standalone Financial Results of Value Industries Limited 131^st March 2024) Pursuant to the Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended

To,

The Resolution Professional of Value Industries Limited (CIN: L99999MH1988PLC046445)

Updated Report on the Audit of the Standalone Financial Results of Audit report issued on Dated 08-08-2024 vide UDIN No. 24510915BKDDJI4092.

Reason for Update

Pursuant to the communication received by the company from the NSE via email dated September 5, 2024, regarding the format used by us in accordance ?with SEBI Circular No. CIR/CFD/CMD1/44/2019 dated March 29, 2019, we hereby clarify that this circular was subsequently amended by SEBI, with an updated format being made applicable. To comply with the requirements of the LODR, we are issuing an updated Audit Report in updated format.

We further confirm that this updated Audit Report is based entirely on the standard audit practices applied during the preparation of our previous Audit Report. No new audit procedures, assurances, or additional reviews were conducted in preparing this updated report.

Disclaimer of opinion

We have audited the accompanying Standalone Quarterly and year to date Financial results of Value Industries Limited (“the company”) for the quarter ended 31^st March 2024 and the year to date results for the period from 01^s April,2023 to 31^st March, 2024 attached herewith, being submitted by the company pursuant to the requirement of .Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) 1 5, as amended (“Listing Regulations”).

Because of the significance of the matters described in Basis for Disclaimer of Opinion Paragraph below, we are unable to form an opinion whether financial results:

(i) are presented in accordance with the requirements of Regulation 33 of the listing regulation in this regard; and

(ii) Give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards and other accounting principles generally accepted in India of the net profit/loss and other comprehensive income and other financial information for the quarter ended March 31, 2024 as well as the year-to-date year ended March 31, 2024.

Basis for Disclaimer of Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 (the Act). Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Results 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 financial results under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe the audit evidence we have obtained are not sufficient and appropriate to provide a basis for our opinion along with the matters mentioned below;

For the paragraphs mentioned below (A-N), we are unable to comment on the elements of Financial Results which may require necessary disclosures/ documentation/ explanation/and or adjustments and impact of the same on the Financial Results. We were unable to obtain sufficient and appropriate audit evidence on the matters mentioned below, which may have a material and pervasive impact on the financial position of the Company for year quarter and year ended on March 31, 2024.

A) Vide Note No-12 of the Financial Results, RP has disclaimed his liability on account of signing the Financial Results and further stated that RP is not making any representations regarding the accuracy, veracity or completeness of the data, or information in the Financial Results.

Further, the Group Resources and the RP (including his team) have relied on the balances reflected in available accounts / ledgers/ trial balance as on 31st March, 2019, without going into the merits of such balances outstanding, and without making any adjustments to such accounts / balances except for giving effect to the transactions entered subsequently after 1^st April, 2019. Further, most of the requisite pre-CIRP records are. not available with the Company at present. In view of the same, the company has not adequately followed Provision of section 123 of Companies Act., 2consequential cumulative effects on the Financial Results are unascertainable.

B) Certain expenses have been accounted by the Company at the end. of year (i.e. in the current quarter), instead of recording / making provisions towards such expenses at respective quarter end dates during the year.

C) The Company has not provided Fixed Assets Register and other relevant documents/ records as prescribed in accordance with Ind AS 16 “Property Plant & Equipment”. We have been provided certain available records/details however, we are unable to confirm the completeness and. exhaustiveness of the said records/details shared, including status of title/ possession of all Property Plant & Equipment. It may however be noted that, the RP has already filed applications before NCLT under section 19 of IBC for the handing over of complete and accura te details/records with regards to the fixed assets of the Company. Also, as mentioned in Note No-7 of the Financial Results, no revaluation or impairment assessment has been carried out on such assets. Neither any report pertaining to physical verification of such assets was made available to us. Accordingly, we are unable to confirm the valuation (including impact of any impairment, obsoleteness, damage, etc.) and ownership of such assets along with the depreciation charged in statement of profit and loss account. Due to insufficiency of data/ records, we are unable to obtain sufficient appropriate audit evidence whether any adjustments are necessary in respect of property, plant and equipment as at March 31, 2024.

D) As per the information and explanations given to us with respect to Investments, the Company has carrying value of investments in group affiliated company amounting to INR 60.72 million, and has trade receivables of INR 200.27 million, (aggregating to INR 260.99 million), in group/affiliate companies which have been referred to National Company Law Tribunal and consequently admitted to CIRP under the Insolvency and Bankruptcy Code, 2016. As such, we are unable to express an opinion on the extent of realizability of aforesaid investments and trade receivables from group / affiliate companies till the completion of resolution process of group/ affiliate entities.

Also, as mentioned in Note No-7 of the Financial Results, the Company has neither revalued nor measured investments according to Ind AS-13 “Fair value measurements” nor complied with the requirements of Ind AS-36 "Impairment of assets. Further, some of the share certificates are not available with the company nor do they have any record/document available at this stage to ascertain the ownership of such investments shown in the books of accounts. It may however be noted that, the RP has already filed applications before NCLT under section 19 of IBC for the handing over of complete and accurate details/records with regards to the Investments of the Company. Due to insufficiency of data/ records, we are unable to ascertain the consequential cumulative effects thereof on loss (including other comprehensive income for the year), assets and other equity. As such, we are unable to determine whether any additional adjustments / disclosures are required on investments and trade receivables reported, as at March 31, 2024.

E) We have not been provided with, any physical verification reports of inventories at the beginning and end of the year. Hence, we are unable to comment / confirm on the quantity and valuation of Inventories held as at quarter and year ended March 31, 2024 which are stated in the Statement of Assets and Liabilities al. INR 236.64 million (2023: INR 243.98 million). As such, we are unable to determine whether any adjustments in accordance with Ind AS-2 “Inventories” are necessary in respect of recorded (or unrecorded) inventories and further cannot comment on the items which are obsolete damaged and their proper reflection in the Financials Results.

Further, in the absence of physical verification, revaluation and fair valuation of inventories, we are unable to comment or confirm on the correctness of the amount charged towards Cost of material Consumed during the year as disclosed in the Financial Results.

F) The Company had carrying value of loan and advances aggregating to INR 2691.80 million (2023; INR 2691.79 million). Due to non-availability of relevant supporting documents/records, we are unable to assess the genuineness and recoverability of such loans and advances which were issued by the Company prior to 1st April, 2019.

G) The company has not made any adjustment to Deferred Tax Asset/Liability for the year under consideration. Accordingly, Ind AS-12 “Income Tax” has not been followed by the Company. Resultant impact, if any, on the Financials Results is not ascertainable at this stage.

H) We have been informed that the valuation towards employee benefit expenses is based on actuarial valuation report. Since the company is into CIRP, the assumptions considered and the resultant outcomes may change basis the outcome of CIRP. As such, we are unable to comment on impact, if any, on the Financial Results.

I) As mentioned in Note No-8 to the Financial Results, pursuant to commencement of CIRP of the Company under Insolvency and Bankruptcy Code, 2016, there are various claims submitted by the financial creditors, operational creditors, employees and other creditors to the RP. The overall obligations and liabilities including interest on loans and the principal amount of loans shall be determined during the CIRP. However, we have not been provided any document/records regarding total claim submitted, accepted and rejected. Outcome of the CIRP process is still pending thus no accounting impact in the books of accounts has been made in respect of excess, short, or non-receipts of claims for financial creditors, operational creditors, employees and other creditor. Hence, consequential impact, if any, is currently not ascertainable and we are unable to comment on possible financial impacts of the same.

Further, the Company is contingently liable in respect of the borrowings of other Obligors/ Borrowers to the extent of outstanding balance of Rupee Term Loans as on quarter and year ended March 31, 2024 of INR 210,123.87 million (As at March 31, 2023 INR 210,123.87 million). As such, consequential impact if any is currently unascertainable and we are unable on possible financial impact of the same.

Further, as mentioned in Note No-18, the company has shown INR 30.30 million trade payable in financial statements to Trend Electronics Ltd (“TREND”) and the entity under CIRP, the liquidation process is undergoing as per the order of NCLT on dated 10.02.2021. However, no consequential effect has been taken in the financial statements. So, we are unable to comment upon the cumulative impact on the financial statement.

Further, since the commencement of CIRP, there is a Moratorium in terms of section 14 of the Code towards repayment of existing debts and. interest thereon. However, pending the completion / Jinal outcome of CIRP, the Company has continued to provide for the interest for full financial year, including the moratorium period. Payment Towards such interest expenses are subject to the provisions of the Code and outcome, of CIRP. We. have nut received supporting documents fur such borrowings, including relevant sanction letters and other relevant, documents. As such, we are unable to confirm whether the Borrowings of INR 14,654.52 million. (2023 INR.14,654.52 million) as reported in the Statement of Assets and Liabilities 0^pid7rfim/dcciirate status and. whether the basis for interest charged in the financial Results is in accordance with Ind AS 23 “Borrowing Cost".

We are also unable to comment on the completeness / exhaustiveness of the contingent liabilities considered by the Company and any impact that may be necessary on the Financial Results at this stage.

J) The company has not produced any documents/ information/ relating to Grant form ozone Project (having a carrying value of INR 0.69 million as at 31st March, 2024). As such, we are unable to ascertain impact of the same in financial statements at this stage.

K) During the conduct of audit, we have also been informed that the balance confirmations and relevant documents are not available in respect of the balances of loans and advances, trade receivables, trade payables, and other receivables and payables. As such, we are unable to ascertain impact on the Financial Results. However, in case of balance with banks, (INR 4.88 million), we have been provided most of the copies of bank statements (subject to their reconciliations). Further as per Note No-11, the company has shown INR 32.30 million loan given to KAIL Ltd and the entity under CIRP, the resolution plan of said company has been approved by COC and has been taken over by Successful Resolution Applicant “SRA ” however, no consequential effect has been taken in the financial statements. So we are unable to comment upon the cumulative impact on the financial statement

L) According to the details made available to us and on the basis of filings made on the GST portal, the company has defaulted / made delayed filings pertaining to the annual compliances of Goods and Service Tax (GST) along with the compliances of Income Tax Act, as applicable during the year, ,4s such, we are unable to comment upon the future liability and/or any other financial impact that may arise on the Company.

M) We also draw your attention to Note No-4 to the Financial Results. The Resolution Professional has filed applications with Honble NCLT under section 19 of the Code seeking co-operation from promoters and erstwhile management of the company, for providing various data, primarily pertaining to pre-CIRP period and certain additional data, that is required for preparing the financial statements of the Company and data requested by various investigating agencies. In the absence of relevant data, these Financial Results have been prepared on the basis of available data on best effort basis.

We also draw your attention to Note no-5 and 6 of the Financial Results, wherein it is mentioned that an independent Transaction Review Audit was conducted as required under section 43-66 of 1BC for identification of Preferential, Undervalued, Extortionate, and Fraudulent transactions as defined and explained under IBC. The resultant observations from the Audit had indicated that there may be certain questionable accounting entries and/or transactions entered into before commencement of CIRP. And further, there are ongoing investigations against Videocon Group Entities by different government agencies, including SFIO and Directorate of Enforcement. In this regard, we have not been provided any copy of notice/ report/information/documents on such Transaction Review Audit and. ongoing investigations. Hence, we are unable to comment on necessary changes that, may be required in the Financial Results at this stage.

N) The Company has mentioned, in Note 9 of the Financial Results that, considering the Company is required to be run as a going concern under CIRP, the Financial Results have been prepared on going concern basis. However, use. found Material, uncertainty relating to going Concern assumption applied to the Financial Statements. The Company has been referred to National Company Law Tribunal under the Insolvency and Bankruptcy (lode, 2016, there is considerable decline in level of operations of the Company, and net worth of the Company reported at INR (16,825.72) Million as on the reporting date is negative and it continues to incur losses. The Company is a co-obligor and has received demand notices in respect of borrowings of other co- obligors/ borrowers. Thus, there exists a material uncertainty about the ability of the Company to continue as a “Going Concern". The same is dependent upon the resolution plan to be approved by NCLT. The appropriateness of the preparation of financial statements on going concern basis is critically dependent upon C1RP as specified in the Code. Necessary adjustments required on the carrying amount of assets and liabilities are not ascertainable.

On the basis of above at para. (A) to (N) Above, we are unable to determine the adjustments that are necessary in respect of Companys assets, liabilities as on the quarter and year end date, income and expenses for the year, cash flow statement and related presentation and disclosures in Financial Results. So, we disclaim to form any opinion on the Financial Results.

Managements Responsibilities for the Standalone Financial Results

Preparation of the Quarterly and year to date Financial Results is the responsibility of the Companys Management as prescribed under Section 133 of the Act read with relevant rules issued there under and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations and has been signed by the Resolution Professional of the Company basis the confirmations provided by Group Resources. The Statement has been compiled from the related annual Ind AS Standalone Financial Results.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Quarterly and year to date Financial Results, the management are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The management are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Results

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

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

• Identify and assess the risks of material misstatement of the standalone financial results, 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 interned control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the companys internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the (Resolution Professional and Team).

• Conclude on the appropriateness of the (Resolution Professional and Team) 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 financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial results, including the disclosures, and whether the financial results represent the underlying transactions and events in a manner that achieves fair presentation.

However, we draw your attention that above Auditors responsibilities for the audit of standalone financial results are subject to the matter described in disclaimer of opinion and basis for disclaimer of opinion paragraphs of the report.

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

We also provide those charged with governance (Resolution Professional and Team) 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.

This Audit Report Should be read along with Material Background of the Audit Report as per Annexure ‘A.

For KVA & Company	(Vimal Kishore Agrawal)
Chartered Accountants	Partner
Firms Registration No. 017771C	Membership No.510915
Place: New Delhi	UDIN No. 24510915BKDDJK4050
Date: 16th September, 2024

Annexure ‘A Material Background for this Audit Report

Pursuant to an application filed before the Hon the National Company Law Tribunal, Mumbai (“NCLT” / “Adjudicating Authority”) under Section 7 of the Insolvency and Bankruptcy Code, 2016 (“IBC” / “the Code”) against “Value Industries Limited” (the “Corporate Debtor”) / “the Company”), the Adjudicating Authority had admitted the application for the initiation of the corporate insolvency resolution process (“CIRP") of the Corporate Debtor vide an order dated September 5, 2018 and appointed Mr. Dushyant Dave as the insolvency resolution professional.

Thereafter, separate applications were hied by State Bank of India (on behalf of all the financial creditors) and Mr. Venugopal Dhoot (one of the promoters of the Videocon group) for the consolidation of the Corporate Debtor along with other group companies. The Adjudicating Authority, vide its order dated August 8, 2019, allowed State Bank of Indias application by, inter alia,

(i) allowing the consolidation of the CIRP of the Corporate Debtor with that of 12 other Videocon group companies namely, Videocon Industries Limited, Videocon Telecommunications Limited, Evans Fraser & Co. (India) Limited, Millennium Appliances India Limited, Applicomp (India) Limited, Electroworld Digital Solutions Limited, Techno Kart India Limited, Century Appliances Limited, Techno Electronics Limited, PE Electronics Limited, CE India Limited and Sky Appliances Limited; (collectively referred to as the “Corporate Debtors" / “Videocon Group Entities”) and

(ii) appointing Mr. Mahender Khandelwal as the insolvency resolution professional for the Videocon Group Entities.

Subsequently, the first meeting of the Consolidated Committee of Creditors of the Corporate Debtors (CoC) was held on September 16, 2019. At the first meeting of the CoC, the CoC approved the name of Mr. Abhijit Guhathakurta as the Resolution Professional for the Videocon Group Entities, including the Corporate Debtor in place of Mr. Mahender Khandelwal. Mr. Abhijit Guhathakurtas appointment as the Resolution Professional of the Videocon Group Entities (“Resolution Professional” / “RP) was approved by the Adjudicating Authority vide its order dated September 25, 2019. A copy of the said order of the Adjudicating Authority was made available to the Resolution Professional on September 27, 2019 when the same was uploaded on the website of the Adjudicating Authority. On and from the date of publication of the aforesaid order, the powers of the board of directors of the Corporate Debtor stand vested in the Resolution Professional.

Thereafter, CoC had approved the resolution plan submitted by Twin Star Technologies Limited (the “Resolution Plan”), by passing the requisite resolution with 95.09% majority/voting share in accordance with the provisions of Section 30(4) of the Code. The said Resolution Plan, as approved by the CoC, had been filed with the NCLT in accordance with the Section 30(6) of the Code for its approval on December 15, 2020. Further, NCLT vide order dated June 08, 2021 (“Approval Order”), approved the resolution plan submitted by Twin Star Technologies Limited (“Approved Plan”).

In terms of the Approved Plan, a steering committee had been constituted (“Steering Committee”). The Steering Committee in its meeting held on June 18, 2021 had appointed the Resolution Professional, Mr. Abhijit Guhathakurta, as the interim manager of the Corporate Debtors (“Interim Manager”), for undertaking the management and control the Company, from the date of Approval Order till the completion implementation process on the Closing Date (as provided under the Approved plan)

However, pursuant to the appeals held by three dissenting financial creditors (among others) before the Honble National Company Law Appellate Tribunal, New Delhi (the “NCLAT”), the Honble NCLAT, vide its order dated July 19, 2021 in the said Appeals (the “Stay Order”), inter-alia stayed the operation of the NCLT Approval Order till the next date of hearing and ordered the maintenance of status quo ante as before passing of the NCLT Approval Order. Further, as per the Stay Order, the Resolution Professional was directed to continue to manage the 13 Videocon Group Entities as per the provisions of the Code till the next date of hearing.

Later on, the NCLAT vide its final order dated January 05, 2022 set aside the Approval Order and remitted back the matter to the COC for completion of the process relating to C1RP in accordance with the provisions of the Code (the, “NCLAT Final Order”).

Subsequently, pursuant to the NCLAT Final Order, the COC in their meeting held on January 12, 2022, decided to invite afresh expressions of interest for submission of a consolidated resolution plan for Corporate Debtors in accordance with IBC and CIRP Regulations.

However, Twin Star Technologies Limited challenged the NCLAT Final Order in Civil Appeals bearing numbers 509, 512 and 894 of 2022 before the Honble Supreme Court (“SC Appeals”). The SC Appeals were listed on February 14, 2022, on which date, the Honble Supreme Court made oral remark to the Resolution Professional and COC to not proceed further with the CIRP of the Corporate Debtors till any further orders in subsequent hearings. Pursuant to these oral remarks of the Honble Supreme Court, the status quo is being preserved in the current CIRP of Consolidated Corporate Debtors till further orders/directions of the Honble Supreme Court. Therefore, the Resolution Professional continues to manage the Videocon Group Entities (including the Company), as per the provisions of the Code. As a result, the powers of board of directors of the Corporate Debtor are being exercised by the Resolution Professional in terms of provisions of Section 25 of the Code.

It is also understood that the Resolution Professional has filed applications with Honble NCLT under section 19 of the Code, seeking co-operation from promoters and erstwhile management of the company for providing various data, primarily pertaining to pre-CIRP period and certain additional data that is required for preparing the Financial Statements. The requested data is still not made available to be Resolution Professional / Company.

Hence, in the absence of detailed books of accounts of earlier years, including ledger copies / supporting documents as required to be maintained under the provisions of section 128 of Companies Act, 2013, the financial results have been prepared by the Group Resources on the basis of available data on best effort basis.

For KVA & Company	(Vimal Kishore Agrawal)
Chartered Accountants	Partner
Firms Registration No. 017771C	Membership No.510915
Place: New Delhi	UDIN No. 24510915BKDDJK4050
Date: 16th September, 2024