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

In our opinion and to the best of our information and according to the explanations given to us read with the notes to accounts, except for
the effects of the matter described in the Basis for Qualified Opinion section of our report, 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 Indian Accounting Standards prescribed under section 133 of the Act, ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2025 and its Profit, total comprehensive income, its cash
flow and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

We draw attention to Note No. 38 of non-provision of interest on NPA account of Asset Reconstruction Company, on approximate basis of
Rs.131.80 Crore, for the year under consideration and the total amount of such unprovided interest till date is Rs. 916.51 Crore. The exact
amounts of the said non provision of interest are not determined and accordingly the amount of Net Profit for the year is overstated by Rs.
131.80 crore and the amount of ARC liability and Total retained earnings/(loss) as on March 31, 2025 is understated by Rs. 916.51 crore.
Our audit reports for the previous year ended March 31, 2024 was also qualified in respect of this matter.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), specified under
section 143(10) of the Companies Act, 2013 ("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 (ICAI) 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 made 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 audit opinion on the standalone
financial statement.

Emphasis of Matter

We draw attention to the following Notes of Statement of Standalone Audited Financial Statements of the Company:

(a) Note No 15(c), 15(f), 15(g) and 36 in respect of non-payment of Instalments and Interest due, terms and conditions of the settlement
agreement prescribing for restoration of loan amount to the original amount in case of default on account of non-compliance of
said terms and conditions and treatment in the books of accounts of the assignment / settlement of debts of Asset Reconstruction
Company (ARC) and Bank.

(b) Note No 18 which describes the redemption of non-cumulative redeemable preference shares amounting to Rs 12.00 Crore that
were due for redemption. The Company has filed a petition under Section 55(3) of the Companies Act, 2013, before the Hon'ble
National Company Law Tribunal (NCLT) seeking approval for issue of Non-cumulative Redeemable Preference Shares to the existing
preference shareholders of the amount equivalent to the amount of the unredeemed preference shares on the same terms and the
matter is currently pending for further consideration.

(c) Note No 32(a), 37 and 41 in respect of pending enquiries / notices / summons / litigation recovery / fraud proceedings against the
Company and the Directors of the Company.

(d) Note No 37(d)(iii) in respect of search conducted by Directorate of Enforcement, Zonal Office, Ahmedabad (ED) at the Corporate
Office & factory of the company at Palodia and at the residence of Mr. Shailesh Bhandari on January 10, 2025 and consequent order
of freezing certain bank accounts and vehicles by the ED.

(e) Note No 39(b) in respect of confirmation / reconciliation of few accounts of ''Trade Receivables", "Trade Payables", "Advance from
Customers", Advances Recoverable in Cash or Kind", and "Advance to suppliers and other parties".

(f) Note no. 43 which describes the execution of a Family Settlement Agreement (FSA) among the members of the Bhandari Family, who
are part of the promoter group/shareholders of the Company. The agreement seeks to resolve inter se family and business matters
and potentially result in changes to the shareholding and control of group entities.

In our opinion in respect of the above Emphasis of Matter, we do not provide any modified opinion, as these are not material / quantifiable
/ relevant for the accounting purpose, for the year under consideration.

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 for the financial year ended on March 31, 2025. 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. In
addition to the matter described in the Basis for Qualified Opinion section, we have determined the matters described below to be the
key audit matters to be communicated in our report.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's management and Board of Directors are responsible for the preparation of the other information. The other information
comprises the information included in the Board's report, Management Discussion and Analysis, Corporate Governance and Shareholder's
Information, but does not include the Standalone Financial Statements and our auditors' report thereon. These Company's Annual Report
is expected to be made available to us after the date of this audit report.

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 identified above
when it becomes available 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.

When we read the Company's 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 necessary action as, applicable under the relevant applicable laws and regulations.

Responsibilities of Management for the Standalone Financial Statements

The Company's management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to
the preparation and presentation of these Standalone Financial Statement that gives a true and fair view of the state of affairs, profit
and other comprehensive Income, change in equity and cash flow of the Company in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standard (Ind AS) specified under Section 133 of the Act. The Management and Board
of Directors of the Company are responsible for 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 Standalone Financial Statement that give a true and fair view and
are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statement, the management and Board of Directors are responsible for assessing the ability of the
Company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the management and 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 are also responsible for overseeing the financial reporting process of the Company.

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 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 standalone financial statements.

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

• Identify and assess the risks of material misstatement of 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
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 and Board of Directors.

• Conclude on the appropriateness of managements' and Board of Directors' use of the going concern basis of accounting in
preparation of standalone financial statements 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
standalone financial Statement 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.

• Obtain sufficient appropriate audit evidence regarding the standalone financial statement of the Company to express an opinion on
the standalone financial statement.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, make 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 for the financial year ended March 31, 2025 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

(A) As required by 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 A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable for the year under consideration.

(B) As required by Section 143(3) of the Act and read with the notes to accounts, based on our audit and the explanations given to us by
the company, we broadly report to the extent applicable, 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) Except for the effect of the matters described in the Basis for Qualified Opinion paragraph above, 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 the Statement of Other Comprehensive Income, the Statement
of Cash Flow and Statement of Changes in Equity for the year then ended dealt with by this report are in agreement with the
books of account;

(d) Except for the effect of the matters described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid
standalone financial statements comply with the Indian Accounting Standards specified under section 133 of the Act;

(e) The matter described in 'Qualified Opinion' and 'Emphasis of Matter' paragraph above, in our opinion, may have an adverse
effect on the functioning of the Company;

(f) 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 of the Company is disqualified as on March 31, 2025, from being appointed as a director in
terms of Section 164(2) of the Act;

(g) The qualification relating to other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph;

(h) With respect to the adequacy of the internal financial controls with reference to the standalone financial statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B" to this report;

(i) The company has not paid any managerial remuneration to its directors and thus, the provisions of section 197 read with
Schedule V of the Act are not applicable to the Company for the year ended March 31, 2025.

(j) 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, 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 on its financial position in its Standalone Financial Statements-
Please Refer Note No. 32(a), 37 and 41 to the Standalone Financial Statements;

ii. There are no long-term contracts including derivative contracts and accordingly no provision is required to be made for
any loss from the same;

iii. There is no fund which is pending 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 42(v),

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 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, as disclosed in the note 42(vi), 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, 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; and

(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 in (a) and (b) above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year and has not proposed final dividend for the year.

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.

For, Hitesh Prakash Shah & Co

(Firm Regd.no: 127614W)
Chartered Accountants

Hitesh Shah

Partner

Place: Palodia Membership No. 124095

Date: May 20, 2025 UDIN: 25124095BMILBJ2902