We have audited the accompanying standalone financial
statements of SRM Energy Limited ("the Company”), which
comprise the standalone balance sheet as at 31 March 2024,
the standalone statement of profit and loss including other
comprehensive income, the standalone statement of changes
in equity and the standalone cash flow statement for the year
then ended, and notes to the standalone financial statements,
including a summary of the significant accounting policies
and other explanatory information (hereinafter referred to as
"standalone financial statements").

In our opinion and to the best of our information and according
to the explanations given to us, except for the possible impact
of the matters described in the 'Basis for Qualified Opinion'
paragraph below, the aforesaid standalone financial
statements give the information required by the Companies
Act, 2013 ("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 standalone state of affairs of the
Company as at 31 March 2024, its standalone loss (including
other comprehensive income), standalone changes in equity
and its standalone cash flows for the year ended on that date.

Basis for Qualified Opinion

a. We draw attention to Note 2.3 included in notes to the
standalone financial statements which describes that the
Company has no business operations and is continuously
incurring cash losses. The Company has accumulated losses
and its net worth has been fully eroded. Further, its current
liabilities exceeded its current assets as at the balance
sheet date. In the absence of any supportive audit evidence,
there is material uncertainty of the Company's continuity
as going concern and its ability to meet its financial and
operational obligations as and when they fall due.

b. We draw attention to Note 4(ii) included in notes to the
standalone financial statements which describes that the
Company has equity investment in wholly owned
subsidiary company amounting to Rs 132.00 lakhs. As the
subsidiary has no business operations and is continuously
incurring cash losses, has accumulated losses and its net
worth has been fully eroded, its current liabilities exceeded
its current assets as at the balance sheet date, the entire
investment should be provided for impairment. However,
the management believes that the investment in
subsidiary is good for recovery. In the absence of any
supportive audit evidence, we are unable to comment on
the recoverability of this investment. Had the Company
made the provision, the loss for the year would have
been higher by Rs 132.00 lakhs and the investment as at
that date would have been lower by Rs 132.00 lakhs.

c. We conducted our audit of the standalone financial
statements in accordance with the Standards on Auditing
("SAs") specified under Section 143(10) of the Act. Our

responsibilities under those SAs are further described in
the Auditors' Responsibility 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 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 qualified opinion
on the standalone 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
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 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 Board of Directors are responsible for the
other information. The other information comprises the
information included in the Annual Report, but does not
include the standalone financial statements and our auditors'
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.

The Annual Report is not made available to us at the date of
this auditor's report. We have nothing to report in this regard.

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

The accompanying standalone financial statements have been
approved by the Board of Directors of the Company. The
Company's Board of Directors is responsible for the matters
stated in Section 134(5) of the Act, with respect to the
preparation and presentation of these standalone 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 Ind AS and other accounting principles generally accepted
in India. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions
of the Act for safeguarding 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 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, 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 management either intends to liquidate the
Company or to cease operations, or has no realistic alternative
but to do so.

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

Auditors' Responsibility 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 auditors' 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.

Auditors' Responsibility for the Audit of the Standalone
Financial Statements (Continued)

As part of an audit in accordance with SAs specified under
section 143(10) of the Act, we exercise professional judgment
and maintain professional skepticism throughout the audit. 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 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 a 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 auditors' 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
"Annexure A", a statement on the matters specified in the
paragraphs 3 and 4 of the 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) except for the possible effects of the matter described
in the Basis for Qualified Opinion paragraph, 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 of
the accompanying standalone financials statements:

(b) except for the possible effects of the matter described
in the Basis for Qualified Opinion paragraph, 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 standalone financial statements dealt with by
this report are in agreement with the books of account;

(d) except for the possible effects of the matter described
in the Basis for Qualified Opinion paragraph, in our
opinion, the aforesaid standalone financial
statements comply with the Ind AS prescribed under
Section 133 of the Act;

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

(f) on the basis of the written representations received
from the directors and taken on record by the Board
of Directors, none of the directors is disqualified as
on 31 March 2024 from being appointed as a director
in terms of Section 164(2) of the Act;

(g) the qualification relating to the maintenance of
accounts and other matters connected therewith is as
stated in the Basis for Qualified Opinion paragraph
above;

(h) 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 an unmodified opinion on the adequacy
and operating effectiveness of the Company's internal
financial controls over financial reporting; and

(i) 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 standalone financial statements disclose the
impact of pending litigations on the standalone
financial position of the Company as at 31 March
2024 - Refer note 21(A) to the standalone
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
31 March 2024;

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 31 March 2024.

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 securities premium or
any other sources or kind of funds) by the
Company to or in any person(s) or entity(ies),
including foreign entities ('the 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 ('the Ultimate Beneficiaries') or
provide any guarantee, security or the like on
behalf 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(s) or entity(ies), including foreign entities
('the 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 such audit procedures performed as

considered reasonable and appropriate in the
circumstances, nothing has come to our notice
that has caused us to believe that the
management representations under sub-clauses
(a) and (b) above contain any material
misstatement.

v. The Company has not declared or paid any dividend
during the year ended 31 March 2024.

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.

3. With respect to the matter to be included in the Auditors'
Report under Section 197(16) of the Act:

In our opinion and according to the information and
explanations given to us, the Company has not paid
managerial remuneration to its directors during the current
year.

For Saini Pati Shah & Co LLP

Chartered Accountants

FRN - 137904W/W100622

Ankush Shah

Partner

Membership No: 145370

UDIN: 24145370BKFVDD1264

Place: Mumbai

Dated: 28/05/2024