VXL Instruments Ltd Auditor Reports

To the Members of M/s. VXL Instruments Limited Report on the Audit of the Financial Statements

Corporate Insolvency Proceedings as per Insolvency and Bankruptcy Code, 2016 (IBC)

The Honble National Company Law Tribunal, Mumbai Bench (NCLT) admitted an insolvency and bankruptcy petition filed by an operational creditor against M/s. VXL Instruments Limited (the Company) and appointed Resolution Professional (RP) who has been vested with management of affairs and powers of the Board of Directors with direction to initiate appropriate action contemplated with extant provisions of the Insolvency and Bankruptcy Code, 2016 and other related rules.

Disclaimer of Opinion

We were engaged to audit the financial statements of M/s. VXL Instruments Limited (the Company), which comprise the balance sheet as at March 31, 2026, the statement of Profit and Loss (including Other Comprehensive Income), statement of Changes in Equity, and statement of Cash Flows for the year then ended, and notes to the Financial Statements, including a summary of Material accounting policies and other explanatory information (hereinafter referred to as the Financial Statements).

We do not express an opinion on the accompanying Financial Statements of the Company. Because of the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these Financial Statements.

Basis for Disclaimer of Opinion

I. We are neither provided with account statements, nor we were able to obtain direct balance confirmations for one bank account included under Cash and Cash Equivalents having carrying value amounting to Rs. 95,733/- as on 31.03.2026. Consequently, we could not perform alternative audit procedures to verify the existence, accuracy, and completeness of the balance reported as of the reporting date. Additionally, in the absence of complete and verified bank statement, there is a risk of mis-statement or omissions. Any mis-recorded/unrecorded transactions may require adjustments to the Statement, which we are currently unable to quantify. Accordingly, we are unable to comment on the accuracy and completeness of this balance and any potential impact on the Financial Statement.

II. We draw attention to the fact that the Company has incurred losses during the current and previous years and is facing challenges in meeting its obligations, including servicing current liabilities, employee dues, and statutory dues. Further, a majority of the employees, including Key Managerial Personnel, have left the Company. The Company is presently undergoing Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016. These events and conditions indicate the existence of a material uncertainty that may cast significant doubt on the Companys ability to continue as a going concern.

The Financial Statement, however, have been prepared on a going concern basis based on the expectation of a successful resolution process. We further note that the resolution plan has been approved by the Committee of Creditors and is presently pending approval before the National Company Law Tribunal (NCLT). Since the detailed resolution plan has not been made available to us, the consequential financial impact and implications thereof on the Financial Statement are presently not ascertainable.

Responsibility of Management for the Financial Statements

The company is currently under the Corporate Insolvency Resolution Process (CIRP) pursuant to the provisions of the Insolvency and Bankruptcy Code, 2016 (IBC). As per the order of the Honble National Company Law Tribunal (NCLT), the powers of the Board of Directors have been suspended and are being exercised by the Resolution Professional (RP) appointed under the IBC.

The Resolution Professional 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, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. 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 Financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing these Financial Statement, the Resolution Professional 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 the Resolution Professional either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditors Responsibilities for the Audit of the Financial Statements

Our responsibility is to conduct an audit of the companys Financial Statements in accordance with Standards on Auditing issued by ICAI and to issue an auditors report. However, because of the matters described in the Basis for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these Financial Statements.

We are independent of the entity in accordance with the ethical requirements in accordance with the requirements of the Code of Ethics issued by ICAI and the ethical requirements as prescribed under the laws and regulations applicable to the entity.

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 Companies Act, 2013, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a. As described in the Basis for Disclaimer of Opinion section above, we sought but were unable to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. Due to the possible effects of the matters described in the Basis for Disclaimer of Opinion section above, we are unable to state whether 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, and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account

d. Due to the possible effects of the matters described in the Basis for Disclaimer of Opinion section above, we are unable to state whether the aforesaid Financial Statements comply with the Accounting Standards prescribed under section 133 of the Act.

e. As the Company is under the Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors stand suspended. Accordingly, written representations from the directors regarding disqualification under section 164(2) of the Act as on March 31, 2026 were not made available, and the Company has also not made available the relevant details for our verification.

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 Disclaimer of Opinion on the Companys internal financial controls over financial reporting.

g. With respect to the matters to be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Act, as amended, we report that since the Company is undergoing Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors stand suspended and, accordingly, no managerial remuneration has been paid to the directors during the year.

h. 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. Due to the possible effects of the matters described in the Basis for Disclaimer of Opinion section above, we are unable to state whether the Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements

ii. Due to the possible effects of the matters described in the Basis for Disclaimer of Opinion section above, we are unable to state whether the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

iv.

a. The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entity, including foreign entity (Intermediary), 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, no funds have been received by the company from any person or entity, including foreign entity (Funding Party), 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

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b)above, contain any material mis-statement.

v. The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the Companies Act, 2013

vi. Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. Audit trail has been preserved by the company as per the statutory requirements for record retention in accordance with the requirements of Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014.

Annexure A to the Independent Auditors Report

(Referred to in paragraph 1 under the heading Report on Other Legal & Regulatory Requirements of our report of even date to the Ind AS financial statements of the company for the year ended 31st March, 2026)

As per the books and records produced before us and as per the information and explanations given to us and based on such audit checks that we considered necessary and appropriate, we confirm that:

i. In respect of the Companys Property, Plant and Equipment and Intangible Assets:

a. According to the information and explanations provided to us, The Company has maintained proper records showing full particulars, including quantitative details of Property, Plant and Equipment (PPE). However, the records relating to the situation and current location of certain assets were not fully updated prior to their disposal. As on the Balance Sheet date, the Company has disposed of all its Property, Plant and Equipment, and consequently, there are no physical PPE assets held by the Company as at the end of the year.

b. Since all Property, Plant and Equipment were disposed of during the year and no PPE assets are held by the Company as at the Balance Sheet date, reporting on physical verification during the year does not arise.

c. As per the information and explanation given us and based on the examination of the records of the Company, there are no immovable properties held by the company. Hence reporting under clause 3(i)(c) of the Order is not applicable.

d. According to the information and explanations given to us, the Company had no leased properties or Right-of-Use assets during the year. Apart from this, the Company has not revalued any of its Property, Plant and Equipment during the year.

e. As per information and explanation given us, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2026 for holding any benami property under the Benami Transactions (Prohibition) Act 1988 (as amended in 2016) and rules made thereunder. Accordingly, reporting under clause 3(i)(e) of the Order is not applicable to the Company.

ii.

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 does not hold any inventory during the year and as at the Balance Sheet date. Accordingly, the provisions of Clause 3(ii)(a) of the Order are not applicable to the Company.

b. The Company has not been sanctioned working capital limits in excess of ^ 5 crore, in aggregate, at any points of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3(ii)(b) of the Order is not applicable.

iii. As per the information and explanation given to us, the company has not made investments in, provided any guarantee or security or granted any loans, secured or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties. Hence reporting under clause 3(iii) of paragraph 3 of the Order are not applicable.

iv. As per the information provided and explanation given to us, there are no loans, investments, guarantees, and security under section 185 and 186 of the Companies Act 2013. Hence the provisions of clause 3(iv) of paragraph 3 of the Order are not applicable.

v. As per the information and explanations provided to us, the company has not accepted any deposits, However, the Company is currently under CIRP proceedings and, in this process, has received Expression of Interest (EOI) deposits from various companies and individuals amounting to Rs. 1.41 crores, which have been disclosed under Note 20 of the financial statements.

vi. We have been informed that maintenance of cost records under sub section (1) of section 148 of the companies Act 2013 and the rules made there under are not applicable relating to the operations of the company and hence the requirements of clause 3(vi) of the Order is not applicable.

vii. As per the information and explanations given to us, undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess have been regularly deposited by the company with the appropriate authorities in all cases during the year, except for the dues presented in below table.

As per the information and explanations given to us, undisputed amounts payable in respect of aforesaid dues were outstanding as on March 31, 2026 for a period of more than 6 months from the date they became payable are as follows.

Name of the Statute	Nature of the Dues	Amount (Rs.in Lakh)	Period to which The amount relates
Income Tax Act	TDS on contract- 194C	0.39	April 2023 to August 2024
Income Tax Act	TDS on Interest- 194 A	1.86	April 2023 to March 2024
Income Tax Act	TDS on Professional charges - 194 J	6.17	June 2023 to July 2024
Income Tax Act	TDS on Rent- 194 I	5.97	April 2023 to August 2024
Income Tax Act	TDS on Salary- 192	24.25	June 2022 to March 2024
Provident Fund	Employee Provident Fund	7.91	January 2024 to March 2024

a. As per the information and explanations given to us, the following statutory dues have not been deposited on account of dispute:

Statute	Nature of Dues	Amount (Rs. In lakhs)	Period to which amount relates	Forum where dispute is pending
EPF Act 1952	Employee Provident Fund Damages, Interest under appeal	3.37	2001-2004	Commissioner of EPFO
CST Act 1956	Central Sales Tax	59.73	2001-02 to 2004-05 and 2011-12	Deputy Commissioner of Commercial Taxes
Finance Act 1994	Service Tax	1278.92	2008-09 to 2013-14	Central Excise & Service Tax Appellate Tribunal

viii. As per the information and explanations given to us, there were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961(43 of 1961). Hence, reporting under clause 3(viii) of the Order is not applicable.

ix. As per the information and explanations given to us, the company does not have any loans or borrowings from a financial institution, bank, Government or issued any debenture. However, the company has Intercorporate Deposits having outstanding balance of Rs.2.63 crores (Excluding Interest) as on 31.03.2026.

• The Company has defaulted in repayment of Inter-Corporate Deposits to Kapishvar Silicates Private Limited amounting to Rs. 1.45 crores, together with interest amounting to Rs. 0.14 Crores.

• The Company has defaulted in the repayment of interest on Inter-Corporate Deposit to Priya Limited amounting to Rs 0.08 Crores.

x.

a. As per the information and explanations given to us, the company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Hence, reporting under clause 3(x)(a) of the Order is not applicable.

b. As per the information and explanations given to us, the company has not made any preferential allotment or private placement of shares or convertible debentures during the year. Hence, reporting under clause 3(x)(b) of the Order is not applicable.

xi.

a. As per the information and explanations provided to us, no fraud by the Company or any material fraud on the Company has been noticed or reported during the year

b. As per the information and explanation given to us, no report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.

c. As per the information and explanation given to us, the Company has not received any whistle blower complaints during the year.

xii. The company is not a Nidhi Company. Hence, reporting under clause 3(xii) of the Order is not applicable.

xiii. As per the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of the Companies Act, 2013 where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv.

a. In our opinion and based on our examination, the company has an internal audit system commensurate with the size and nature of its business

b. The Company has not provided the internal audit reports for the financial year under audit. Accordingly, we have not been able to consider the same in determining the nature, timing and extent of our audit procedures.

xv. As per the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors. and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

xvi. In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and also is not a core investment company (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016). Hence, reporting under clause 3(xvi)(a), (b), (c) and (d) of the Order is not applicable.

xvii. The Company has incurred cash losses during the financial year covered by our audit and the immediately preceding financial year and below are the details of the same.

Financial Year	Amount of Cash loss (Rs. In Lakhs)
2024-25	61.98
2025-26	25.26

xviii. There has been no resignation of the statutory auditors of the Company during the year and hence clause 3(xviii) is not applicable to the company.

xix. As referred to in the Independent Auditors Report on the going concern basis, the financial statements include financial ratios, ageing of financial assets and liabilities, expected dates of realization of financial assets and settlement of financial liabilities, and other accompanying information. Based on our knowledge of the Board of Directors / Resolution Professional and management plans, together with our examination of the supporting evidence for the assumptions made, we note that a material uncertainty exists which may cast significant doubt on the Companys ability to continue as a going concern as at the date of our audit report. The Companys ability to meet its liabilities falling due within one year from the balance sheet date remains uncertain.

xx. As per the information and explanations given to us, there are no unspent amounts towards Corporate Social Responsibility (CSR) on other than ongoing projects requiring a transfer to a Fund specified in Schedule VII to the Companies Act in compliance with second proviso to sub-section (5) of Section 135 of the said Act. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable for the year.

a. As per the information and explanations given to us, there are no ongoing projects, where the Company has any unspent Corporate Social Responsibility (CSR) amount as at the end of the previous financial year, to a Special account within a period of 30 days from the end of the said financial year as per the provision of section 135(6) of the Act. Accordingly, reporting under clause 3(xx)(b) of the Order is not applicable for the year.

xxi. The company is not required to prepare Consolidated Financial Statements. Accordingly, reporting under clause 3(xxi) of the order is not applicable to the company.

Annexure B to the Independent Auditors Report

(Referred to in paragraph 2(f) under the section Report on Other Legal & Regulatory Requirements of our report of even date to the Financial Statements of the company for the year ended 31st March, 2026)

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

We were engaged to audit the internal financials controls over financials reporting of M/s. VXL Instruments Limited (the Company) as of 31st March, 2026 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The 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 (the Guidance Note) issued by the Institute of Chartered Accountants of India. 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, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and 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 and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India.

Because of the matter described in the Basis for Disclaimer of opinion section below, we are not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on internal financial controls system over the financial reporting of the Company.

Meaning of Internal Financial Controls Over Financial Reporting

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

and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the Financial Statements.

Basis for Disclaimer of opinion

The Company has not provided us with the Internal Audit Reports and the Internal Control Matrix, which are key records necessary to understand, evaluate, and test the design and operating effectiveness of internal controls. Due to the absence of these records, we were unable to obtain sufficient and appropriate audit evidence to provide a basis for expressing an opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting as at 31.03.2026.

Disclaimer of Opinion

Because of the significance of the matter described in the Basis for Disclaimer of Opinion section, we do not have a basis to form an opinion on the internal financial controls over financial reporting. Accordingly, we do not express an opinion on the same. We have considered the disclaimer reported above in determining the nature, timing and extent of audit tests applied in our audit of the Financial Statements of the Company for the year ended March 31, 2026 and the said disclaimer has affected our opinion on the said Financial Statements of the Company and we have issued a Disclaimer of opinion on the Financials Statements of the Company.