We have audited the accompanying financial statements of Sharp
India Limited (‘the Company’), which comprise the Balance Sheet as
at March 31, 2025, the Statement of Profit and Loss (including Other
Comprehensive Income), the Cash Flow Statement and the Statement
of Changes in Equity for the year then ended, and notes to the financial
statements including a summary of the material accounting policies
and other explanatory information. (Herein after referred to as ‘financial
statements’)

In our opinion and to the best of our information and according to the
explanations given to us, except for the possible effects of the matters
described in the basis for qualified opinion section of our report, 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 accounting principles
generally accepted in India of the state of affairs of the Company as at
March 31, 2025, and its net losses and other comprehensive income,
its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified opinion

We draw your attention to Note No. 33 to the financial statements which
states that the Company has ceased production and revenue operations
from the financial year ended March 31, 2016 and incurred net loss of
Rs. 1,928.71 Lakhs for the year ended March 31,2025 and accumulated
losses aggregate to Rs. 16,657.76 Lakhs as of March 31, 2025. There
is no production of LED TVs from April, 2015 and of Air Conditioners
since June, 2015 onwards in the absence of any orders. However, the
management considers the going concern assumption as appropriate
in view of continued financial and operational support from the holding
company.

Significant time has elapsed after cessation of the production activity
and in the absence of Board approved business plan and scheme of
revival, the impact on the financial statements which have been prepared
by the management under the going concern assumption, cannot be
ascertained.

We conducted our audit of the financial statements in accordance with
the Standards on Auditing (SAs) specified under section 143(10) of the
Act. Our responsibilities under those standards are further described in
the 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 Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our qualified opinion on the financial statements.
Key audit matters

Key audit matters are those matters that in our professional judgment,
were of most significance in our audit of the financial statements of the
current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Except for the matters described in the Basis for Qualified Opinion
section, we have determined that there are no other key audit matters
to communicate in our report.

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 Annual Report but does not include the financial statements and
our auditor’s report thereon. The Annual Report is 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 will 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 in
the audit or otherwise appears to be materially misstated.

When we read the Annual Report, 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 action as applicable under
the relevant laws and regulations.

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

The accompanying financial statements have been approved by the
Company’s Board of Directors. 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 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.

In preparing the financial statements, the Board of Directors is 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.

Those 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 Standards
on Auditing will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material
if, individually or in 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 Standards on Auditing (SAs), we
exercise professional judgment and maintain professional skepticism
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 the management;

• Conclude on the appropriateness of 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
section 143(11) of the Act, we give in the Annexure A, a statement
on the matters specified in paragraphs 3 and 4 of the said Order,
to the extent applicable.

2. Further to our comments in Annexure A, as required by section
143(3) of the Act, based on our audit, we report, to the extent
applicable, that:

a. We have sought and except as described in the Basis
for Qualified Opinion Section above, obtained all the
information and explanations which to the best of our
knowledge and belief were necessary for the purpose of
our audit of the accompanying financial statements;

b. In our opinion, and except as described in the Basis for
Qualified Opinion section above of our report, 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 financial Statements dealt with by this report are in
agreement with the books of account;

d. In our opinion except as described in the Basis for Qualified
Opinion section above, the aforesaid financial statements
comply with 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 31,2025 sand 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(2) of the Act;

f. With respect to the adequacy of the internal financial controls
over financial reporting of the Company and the operating
effectiveness of such controls, refer to our separate Report
in “Annexure B” to this report.

g. As required by section 197(16) of the Act, based on our
examination of the books of account of the Company, we
report that the Company has paid/provided for managerial
remuneration in accordance with the provisions of and limits
laid down under section 197 read with Schedule V to the
Act.

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
litigation on its financial position as at March 31, 2025
- Refer Note No. 15 & 30 to the financial statements,

ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses as at March 31, 2025;

iii. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company during the year ended March
31, 2025;

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(s)
or entity(ies) including foreign entities (intermediaries)
with the understanding, whether recorded in writing or
otherwise, that the intermediary shall, whether directly
or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf
of the company (ultimate beneficiaries) or provide any
guarantee, security or the like on behalf of the Ultimate
Beneficiaries; (Refer Note No. 34 to the financial
statements)

b. The management has represented that to the best
of its knowledge or belief, no funds have been
received by the company from any other person(s) or
entity(ies) including foreign entities (funding parties)
with the understanding, whether recorded in writing
or otherwise, that the company shall, whether directly
or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of
the funding party (ultimate beneficiaries) or provide any

guarantee, security or the like on behalf of the Ultimate
Beneficiaries; (Refer Note No. 34 to the financial
statements)

c. Based on the audit procedures considered reasonable
and appropriate in the circumstances carried out by us,
nothing has come to our notice that has caused us to
believe that the representation under sub clause (i) &
(ii) of Rule 11(e), (as mentioned in point No. (a) & (b)
above), contain any material misstatements.

v. The company has not declared or paid any dividend
during the year and as such the compliance of section
123 of the Act has not been commented upon.

vi. Based on our examination which included appropriate
test checks, the company has used accounting software
for maintaining its books of account which has the
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 the audit trail feature being tampered with
and the audit trail has been preserved by the Company
as per the statutory requirements for record retention.
For, G.D. Apte & Co
Chartered Accountants
Firm Registration No: 100 515W
UDIN: 25103483BMNAOT5896

S.B. Rashinkar
Partner

Membership No.: 103483

Place: Pune

Date: May 28, 2025