Vivid Electromech Ltd Auditor Reports

r information other than the Financial Statements and Auditors Report thereon

4 The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Directors Report, but does not include the financial statements and our auditors report thereon.

Our opinion on the 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Financial Statements

5 The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income and cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

6 In preparing the 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.

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

Auditors Responsibilities for the Audit of the Financial Statements

8 Our objectives are to obtain reasonable assurance about whether the 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 ir a high lovol of accuranoo, but io not a guarantee that an audit conducted in aoeuidonee willi BAs will always detect a material misstatement when it exists Misstatements ran arise from fraud or error and aro conridnrnri mntnrinl if, inriivirtnnlly nr in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements

y AS pan or an audit Ih accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identity and assess the risks ot 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 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 with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by 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 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; and

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

10 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.

11 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 mattatsth at may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

12 The Companies (Auditors Report) Order, 2020 (‘the Order) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the "Annexure I" a statement on the matters specified in paragraphs 3 and 4 of the Order.

13 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 purpose of our audit;

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

c. the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement, dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule, 2014 except AS 15 & AS 28;

e. on the basis of written representations received from the directors as on March 31 2025 taken on record by the Board of Directors, none of the directors is disqualified as on March 31 2025, from being appointed as a director in terms of Section 164 of the Companies Act, 2013.

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 II” and

g. 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 nf the Companies Act, 2013 Thn rnmunnrntinn pnirl tn nny Hir?.-tor ii nut in unuuuu ul thu limit laid down uiidui this secliun Au.uiUliiyly, reporting under Section 197(16) of the Companies Act, 2013 is not applicable.

h. With roopoot to the other matters to be included In the Audlluis Repoit In accordance with Rule 11 ot the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to thu explanation given to us:-

i) The Company has disclosed the details of pending litigations in its tinancial statements. However, as represented hy the monuyumwnt, such litigations ouiiunlly du nut have any material impact on its liiianulal position;

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

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

iv) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11(g) of the Companies (Audit & Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

(a) The Company has used an accounting software (Tally Prime) for maintaining its books of accounts for the financial year ended 31-March-2025 which has a feature of recording Audit Trail.

(b) The Audit Trail feature has not been enabled throughout the year and the same has been stated in clause B4 of Note 02 to Notes to Accounts

Place: Mumbai Date: 08-09-2025

“ANNEXURE I" TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirement section of our report of even date to the members of VIVID ELECTROMECH LIMITED (FORMERLY KNOWN AS VIVID ELECTROMECH PRIVATE LIMITED) on the financial statements as of and for the year ended 31 -March-2025

i) a) The company has maintained proper records showing full particulars including quantitative details and situation of

Property, Plant and Equipment;

b) The Company has maintained proper records showing full particulars of intangible assets. Based on the information and explanations given to us and on the basis of our examination of the records of the Company, the intangible assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

c) All the Property, Plant and Equipment have been physically verified by the management during the year and there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification

d) All the title deeds of immovable properties are held in the name of the company

e) The Company has not revalued its Property, Plant and Equipment or Intangible Assets during the year ended March 31, 2025. However, the Company has reclassified its Investment Property by removing earlier revaluation, debiting the same to Revaluation Reserve, and has disclosed Investment Property separately under Non-Current Investments.

f) There are no proceedings Initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Transactions Act,1988 and rules made thereunder.

ii) The inventories were physically verified during the year by the Management at reasonable intervals. In our opinion, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business. In our opinion and according to the information and explanations given to us, tne company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification

iii) The Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable.

iv) a) According to the information and explanations given to us and based on our audit procedures, the Company has granted a loan covered under the provisions of Section 185 and Section 186 of the Companies Act, 2013. The details of such loan are as follows:

b) In our opinion and according to the information and explanations given to us, the terms and conditions of the aforesaid loan, being interest-free, need to be considered in the context of the Companys overall business interest.

c) As informed, the said loan is repayable on demand and no specific schedule of repayment of principal has been stipulated.

d) In view of the above, reporting on the regularity of repayment of principal and interest does not arise.

e) The Company has not granted any other loans repayable on demand or without specifying terms of repayment to other parties.

v) According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

vi) The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Companys products/ services. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

vii) a) Undisputed statutory dues including provident fund, employees state insurance, income tax, goods and services tax, and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable except as mentioned below.

b) Accoiding to the information and explanations given to us and the records of thp Company pvamined by us, thsre are no dues in respect of goods and services tax, service tax, duty of excise, and value added lax that have not been deposited with the appropriate authorities on account of any dispute. However, the following dues of income- tax have not been deposited on account of disputes and have been disclosed under contingent liabilities:

viii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of accounts, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

ix) a) The Company has not defaulted in repayment of loans or borrowings or in the payment of interest thereon to any lender as at the balance sheet date.

b) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

c) The Company has not obtained any term loans during the year. However, the Company has obtained a vehicle loan amounting to ?50.00 lakhs from Mercedes Benz Financial Services Ltd. during the year, and such loan has been applied for the purpose for which it was obtained. The Company has not defaulted in repayment of such loan as at the balance sheet date.

d) On an overall examination of the financial statements of the Company, no funds raised for short term basis have been used for long term purposes by the Company.

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

f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies. Hence, the requirement to report on clause 3 (ix)(f) of the Order is not applicable to the Company.

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

instruments). Accordingly, the provisions of clause 3(x) of the Order is not applicable.

b) The Company has not issued any Debentures during the year. Accordingly, the provisions of clause 3(x) of the Order is not applicable.

xi) a) No fraud by the Company or on the Company has been noticed or reported during the period covered by our audit.

b) During the year, no report under sub-section 12 of section 143 of the Companies Act, 2013 has been filed by cost auditor / secretarial auditor or by using 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.

xii) The Company is not a Nidhi Company as per the provisions of the Companies Act,2013. Accordingly, provisions of clause 3(xii)(a)/(b)/(c)of the Order is not applicable to the Company.

xiii) In According to the information and explanations given to us, all transactions with the related parties are in compliance with Section 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by generally accepted accounting practices.

xiv) The Company is not icquiied lu keep any internal audit system commensurate With tne Si7e and nature nt its husinpss Accordingly, provisions of clause 3(xiv)(a)/(b) of tho Ordor ic not applicable to the Company.

xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactiuiit. with IIiu diicctuiu ui poisons connected with them covered under yectiun 192 ul the Ad.

xvi) a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.

b) The Company has not conducted any Non-Banking Financial or Housing Finance activities without obtaining a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act. 1934.

c) There is no Core Investment Company as a part of the Group. Hence, the requirement to report on clause 3(xvi)(d) of the Order is not applicable to the Company.

xvii) The Company has incurred cash profit in the current year and in the immediately preceding financial year.

xviii) There has been no resignation of the statutory auditors during the year and accordingly the requirement to report on clause 3(xviii) of the Order is not applicable to the Company.

xix) On the basis of the financial ratios as disclosed in the notes to the financial statements, ageing and expected dates of realisation 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, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx) a) In respect of other than ongoing projects, the Company has transferred the unspent amount in respect of Corporate Social Responsibility activities for the financial year ended March 31, 2025, to a fund specified in Schedule VII to the Companies Act, 2013 within a period of six months from the end of the said financial year, in compliance with the second proviso to sub-section (5) of Section 135 of the said Act. The amount was contributed to the Prime Ministers Relief Fund on August 9, 2025.

b) The Company does not have any ongoing projects under CSR. Accordingly, the provisions of sub-section (6) of Section 135 of the Act are not applicable.

Place: Mumbai Dote: 00-00-2025

“ANNEXURE 11“ TO THE INDEPENDENT AUDITORS REPORT

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

We have audited the internal financial controls over financial reporting of VIVID ELECTROMECH LIMITED (FORMERLY KNOWN AS VIVID ELECTROMECH PRIVATE LIMITED)"fthe Company”) as at March 31 2025 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

Responsibilities of Management 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 Act.

Auditors Responsibility for the Audit of the Internal Financial Controls with Reference to Financial Statements

Out lespuusibilily is to express an opinion on the Companys internal tinancial 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 Repui liny (IIle "Guidance Note") and the Standards on Auditing issued by ICAI and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both issued by the ICAI. 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 judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls with Reference to Financial Statements

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

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

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

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

Inherent Limitations of Internal Financial Controls with Reference to Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2025, 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.

Place: Mumbai Date: 08-09-2025