We have audited the accompanying Ind AS financial statements of M/s MPF Systems
Limited (“the Company”) which comprise the Balance Sheet as at March 31, 2024, the
Statement of Profit and Loss including Other Comprehensive Income, the statement of Cash
Flow Statement and the Statement of Changes in Equity for the year then ended on that date,
and 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 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 state of affairs of the Company as at
March 31, 2024, its loss and total comprehensive income, changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion

The company is under Corporate Insolvency Resolution Process and Mr. Raghunath
Bhandari, has been appointed as Interim Resolution Professional (IRP) by the NCLT who was
consequently confirmed to continue as the Resolution Professional (RP) by the Committee of
Creditors (COC) to revamp its business. The Company’s net worth is completely eroded due
to continuous losses, accordingly we are unable to comment upon the resultant effect of the
same on the Assets, Liabilities and losses of the Company.

We conducted our audit of the financial statements in accordance with the Standards on
Auditing specified under section 143(10) of the Act (SAs). 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 made there under, 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 financial statements.

Emphasis of Matters

We draw attention to the following matter:

An Application was filed by M/s. Rover Finance Limited (“Financial Creditor”) through its
Director as a Financial Creditor under section 7 of the Insolvency and Bankruptcy Code,
2016 read with rule 4 of Insolvency and Bankruptcy (Application to Adjudicating Authority)
Rules, 2016 before this Hon’ble Tribunal for the initiation of the Corporate Insolvency
Resolution Process of the Corporate Debtor.

Further, Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench - I admitted the
Corporate Insolvency Resolution Process (CIRP) against the Company vide an order No. CP
(IB). 242/MB/2023 dated 8th November, 2023. Pursuant to this order, the powers of the
Board of Directors were suspended and were exercisable by Mr. Raghunath Bhandari, the
Interim Resolution Professional (IRP) appointed by the NCLT who was consequently
confirmed to continue as the Resolution Professional (RP) by the Committee of Creditors
(COC).

Further, Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench - I admitted the
Corporate Insolvency Resolution Process (CIRP) against the Company vide an order dated
8^th November, 2023. Pursuant to this order, the powers of the Board of Directors were
suspended and were exercisable by Mr. Raghunath Bhandari, the Interim Resolution
Professional (IRP) appointed by the NCLT who was consequently confirmed to continue as
the Resolution Professional (RP) by the Committee of Creditors (COC). We would like to
draw attention to the following extracts of such order,

Present Status of Insolvency Proceedings:

CIRP could not be completed within 180 days from the date of commencement and hence an
application of extension for CIRP period has been filed by RP’s Advocate

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of utmost
significance in our audit of the financial statements for 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. We have
determined the matters described below to be the key audit matters to be communicated in our
report

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Suspended Board of Directors and Resolution Professional is responsible for
the preparation of 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 Report and Shareholder’s Information, but does not
include the financial statements and our auditor’s report thereon. 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 and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained during the
course of our 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 other information,
we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Ind-AS
Financial Statements.

The Company’s Suspended Board of Directors and Resolution Professional 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, total comprehensive income, changes in equity and cash flows of the Company
in accordance with the 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 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, 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. The Suspended
Board of Directors and Resolution Professionals are responsible for overseeing the
Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Ind-AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind-AS 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 Ind-AS Financial
Statements.

As part of an audit in accordance with 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 controls 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
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.

Materiality is the magnitude of misstatements in the financial statements that, individually or
in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable
user of the financial statements may be influenced. We have considered 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
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 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.

Disclaimer of Opinion:

Related to Going Concern

The Company’s net worth is eroded due to losses incurred by the company. We were
informed by the Management, that there is no operating income in the company since the
company is under IBC. RP is in the process of inviting Resolution plan from PRA and after
the approval of resolution plan, company will be run by successful Resolution applicant. we
are unable to comment upon the resultant effect of the same, on 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.

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 purpose 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 the statement of
Other Comprehensive income, the Cash Flow Statement and statement of changes
in Equity dealt with by this Report are in agreement with the books of account.

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

e. On the basis of written representations received from the directors of the Company
as on March 31, 2024 taken on record by the suspended Board of Directors of the
company none of the directors of the company, is disqualified as on March 31, 2024
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” to this report.

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 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, 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
positions in its 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 are 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 (which are material either individually or in the aggregate)
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 (which are material either individually or in the aggregate)
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, however the company has inter corporate loans amounting to
Rs.121.70 lakhs as on 31.03.2024;

(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 under and (b) above, contain any material
misstatement.

v. The company during the year has not declared or paid any interim, final dividend
due to the loss sustained by the company as explained to us.

vi. The company has used such accounting software for maintaining its books of
account which has a feature of recording audit trail (edit log) facility and the
same has been operated throughout the year for all transactions recorded in the
software and the audit trail feature has not been tampered with and the audit trail
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 in terms of Section 143(11) of the Act, we give in “Annexure
B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

For PAMS & Associates

Chartered Accountants
Firm Registration No. 0316079E

Bhubaneswar SD/-

21^st May, 2024

(CA Manoranjan Mishra)

Partner
M.No. 063698

UDIN: 24063698BKAAFD1967