We have audited the accompanying Ind AS financial
statements ("the financial statements”) of Butterfly
Gandhimathi Appliances Limited ("the Company”),
which comprise the balance sheet as at March 31,
2026, the statement of profit and loss (including other
comprehensive income), the statement of changes in
equity, the 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.

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
financial statements give the information required by the
Companies Act, 2013 as amended (the "Act”) in the manner
so required and give a true and fair view in conformity with
the Indian Accounting Standards prescribed under Section
133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended ("Ind AS”) and other
accounting principles generally accepted in India, of the

state of affairs of the Company as at March 31, 2026, and
its profit including other comprehensive income, 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 ("SA”s) specified under section 143(10) of the
Act. Our responsibilities under those Standards are further
described in the Auditor's Responsibilities for the Audit of
the 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 ("ICAI”) together with the ethical requirements
that are relevant to our audit of the 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 ICAI's Code
of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis
for our opinion on the financial statements.

Other Information other than the
Financial Statements and Auditor’s
Report thereon

The Company's Board of Directors is responsible for the
other information. The other information comprises the
information included in the Management Discussion and
Analysis, Board's Report including Annexures to Board's
Report, Business Responsibility and Sustainability Report
and Shareholder's Information, but does not include the
financial statements and our auditor's report thereon.
These reports are expected to be made available to us
after the date of this auditor's report.

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 identified
above when it becomes available and, in doing so, consider
whether the other information is materially inconsistent
with the financial statements or our knowledge obtained
during the course of 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 take appropriate actions.

Responsibilities of Management and
Those Charged with Governance for
the Financial Statements

The Company's Board of Directors is responsible for the
matters stated in section 134(5) of 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,
changes in equity and cash flows of the Company in
accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards (Ind AS) 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
of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making
judgements 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.

In preparing the financial statements, the management
and the Board of Directors are responsible for assessing
the Company's 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
Board of Directors either intends to liquidate the Company
or to cease operations, or has no realistic alternative but
to do so.

The Board of Directors is also responsible for overseeing
the Company's financial reporting process.

Auditor’s Responsibilities for the Audit
of the Financial Statements

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 auditor's 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
financial statements.

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

• Identify and assess the risks of material misstatement of
the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our 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 financial 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 the management’s
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
Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s 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 auditor’s 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 financial statements, including the disclosures,
and whether the 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 the financial statements
of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in
our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor’s 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, to the extent applicable.

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;

(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 dealt with by this Report
are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements
comply with the Ind AS specified under Section
133 of the Act, read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended;

(e) On the basis of the written representations
received from the directors as on March 31, 2026
taken on record by the Board of Directors, none
of the directors is disqualified as on March 31,
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 with reference to financial
statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure B”. Our report
expresses an unmodified opinion on the
adequacy and operating effectiveness of the
Company’s internal financial controls with
reference to financial statements;

(g) With respect to the matters to be included in the
Auditor’s Report under Section 197(16) of the Act,
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 read with Schedule
V of the Act, and

(h) With respect to the other matters to be included
in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended, 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 as at March 31, 2026 on
its financial statements - Refer Note No. 5.1
to the Ind AS financial statements.

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. (a) The Management has represented that,

to the best of its knowledge and belief,
as disclosed in the Note No. 23 (v) to
the financial statement, 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(s) or entity(ies), including
foreign entities ("Intermediaries”), with
the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, directly or indirectly
lend or invest in other persons or entities
identified in any manner whatsoever
("Ultimate Beneficiaries”) by or on
behalf of the Company 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, as disclosed in the note Note
No. 23 (vi) to the financial statement,
no funds 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, 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) contain any
material mis-statement.

v. The Company has neither declared nor paid
any dividend during the year.

for record retention in accordance with the
requirements of Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014.

For ASA & Associates LLP

Chartered Accountants
Firm Registration No: 009571N/N500006

G. N. Ramaswami

Partner

Place: Mumbai Membership No.: 202363

Date: May 11, 2026 UDIN: 26202363YZKAFW6864