We have audited the Standalone Financial Statements
of RIR Power Electronics Limited ("the Company"),
which comprise the balance sheet as at March 31, 2025,
and 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 Standalone Financial Statements, including
a summary of significant 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
Standalone 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, 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 (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 Standalone 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 together with the
ethical requirements that are relevant to our audit of the
Standalone 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 opinion.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the Standalone Financial Statements of
the current period. These matters were addressed in
the context of our audit of the Standalone Financial
Statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on
these matters.

We have determined that there are no significant
reportable Key Audit Matters to be communicated in the
Report.

Information Other than the Standalone 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 Board's Report including
Annexures to the Board's Report but does not include
Standalone Financial Statements and our auditor's
report thereon.

Our opinion on the Standalone 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 Standalone Financial
Statements, our responsibility is to read the other
information and, in doing so, consider whether the
other information is materially inconsistent with the
Standalone 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 information,
we are required to report that fact. We have nothing to
report in this regard.

Management's Responsibility for the Standalone
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 Standalone
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 implementation and
maintenance of 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 statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements,
management 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
management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but
to do so.

Those Board of Directors are also responsible for
overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about
whether the Standalone 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 due to 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 Standalone
Financial Statements.

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

• Identify and assess the risks of material misstatement
of the Standalone 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 an adequate internal financial controls system
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 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 material uncertainty exists,
we are required to draw attention in our auditor's
report to the related disclosures in the Standalone
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 Standalone Financial Statements,
including the disclosures, and whether the
Standalone Financial Statements represent the
underlying transactions and events in a manner that
achieves fair presentation.

Materiality is the magnitude of misstatements in the
standalone financial statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
standalone financial statements may be influenced.
We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the
effect of any identified misstatements in the standalone
financial statements

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 Standalone
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 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. Refer matters stated in paragraph

1(h)(vi) below on reporting under 11(g) of the
Companies (Audit and Auditors) Rules, 2014)
as amended.

(c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone
Statement of Changes in Equity and the
Standalone Cash Flow Statement dealt with by
this Report are in agreement with the books
of accounts;

(d) In our opinion, the aforesaid Standalone
Financial Statements comply with the Indian
Accounting Standards specified under Section
133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.

(e) On the basis of the 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 (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 A".

(g) With respect to the other matters to be included
in the Auditor's Report in accordance with the
requirements of Section 197 (16) of the Act,
as amended:

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 the Section 197 of 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, in our opinion and to the best of our
information and according to the explanations
given to us:

i. There are no pending litigations for the year
ended 31^st March, 2025.

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,
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 ("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;

(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
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;

(c) Based on such 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 misstatement.

v. The final dividend declared and paid by the
Company during the year is in compliance
with Section 123 of the Act.

The Board of Directors of the Company have
proposed final dividend of f 2/- per equity
share of face value of f 10/- each, for the
current year (i.e. f0.20/- per equity share of
face value of f2/- each considering ex-bonus
and post stock split corporate action), which
is subject to the approval of the members
at the ensuing Annual General Meeting.
The amount of dividend proposed is in
accordance with the Section 123 of the Act.

vi. Based on our examination which included
test checks, the Company has used
accounting software "TALLY" for maintaining
its books of account for the financial year
ended March 31, 2025 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 the audit trail feature being tampered
with. Further, the record of audit trail, to
the extent maintained in the year, has
been preserved by the company as per the
statutory requirements for record retention.

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

For Kirtane & Pandit LLP,

Chartered Accountants

Firm's Registration No. 105215W/W100057

Aditya Kanetkar

Partner

M. No. 149037

UDIN: 25149037BMLLHE9963

Place: Mumbai.

Date: 29^th May, 2025