We were engaged to audit the accompanying Standalone Ind AS Financial Statements of
Nitin Fire Protection Industries 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 Changes in Equity and the Statement of Cash Flows for the year
then ended and notes to the Standalone Ind AS Financial Statements including a summary
of significant accounting policies and other explanatory information (hereinafter referred to
as "Standalone Ind AS Financial Statements").

We do not express an opinion on the accompanying Standalone Ind AS Financial Statements
of the Company. Because of the significance of the matters described in the Basis for
Disclaimer of Opinion section of our report and material uncertainty related to going concern
section of our report, we have not been able to obtain sufficient appropriate audit evidence
to provide a basis for an audit opinion on these Standalone Ind AS Financial Statements.

Basis for Disclaimer of Opinion

(a) The company is in Liquidation vide order dated 18-Jan-2022 and accordingly the
Financials should reflect the net realizable value of the assets. As informed, in
March 2024, the ex-promoter - Mr. Nitin Shah, withdrew his revival plan and the
matter was heard and his withdrawal of the plan was accepted and the auction in
favour of M/S Silver Stallion Limited (Consortium with Vikasa India EIF I Fund
and AIG Direct LLC) was approved vide NCLT order dated 4th April 2024.
However, Certificate of Sale/ Sale deed to transfer the company as a going
concern is yet to happen. Certificate of Sale will be completed only on receipt of
full consideration from the successful bidder, hence all the figures in the Financial
statement are presented at historical cost. In absence of Valuation reports, no
effect with respect to diminution, if any, in the value of assets have been provided
by the company, as per the requirements of Ind AS 36 - Impairment of assets.

(b) As explained in Note no. 41 to the Standalone Ind AS Financial Statements, the
Company has an investment in Worthington Nitin Cylinders Private Limited
aggregating Rs. 4,195.04 lakhs as at March 31, 2024. During the previous years,
the Company has made an estimated provision aggregating Rs. 3,772.17 lakhs
towards impairment in the value of investments as at that date. In the absence of
the fair value of the investment by an independent valuer as required under Ind
AS 28 'Investment in Associates and Joint Ventures', we are unable to comment

on the extent of provision required towards impairment, if any, in this regard and
the resultant impact on loss, other equity and investment.

(c) As explained in Note no. 42 to the Standalone Ind AS Financial Statements, in
relation to exposure in trade receivables aggregating Rs. 29,429.75 lakhs which
are outstanding for a long period of time, payments for which are not forthcoming
and are subject to independent confirmation and intimation to Reserve Bank of
India on account of delayed recoveries in respect of balance receivable in foreign
currencies. The Company has, in this regard, made provision of Rs. 29,002.46
lakhs as at March 31, 2024 by way of expected credit loss. In the absence of
independent confirmations from the trade receivables and non-availability of
other alternate audit evidence , we are unable to comment on the recoverability
of the amount, adequacy or otherwise of provision made and consequential
impact, if any in this regard and the resultant impact on loss, other equity and
trade receivable.

(d) As explained in Note no. 43 to the Standalone Ind AS Financial Statements, the
trade payables aggregating Rs. 6,710.55 lakhs, advance to trade payable
aggregating Rs. 1.73 lakhs, advance from customers aggregating Rs 1.11 lakh and
security deposit given aggregating Rs 2.47 lakhs are subject to independent
confirmations. In the absence of independent confirmations and any other
alternate audit evidences, we are unable to comment on the consequential impact,
if any in this regard and the resultant impact on loss, other equity, trade payable
and other current assets.

(e) As explained in Note no. 44 to the Standalone Ind AS Financial Statements, due
to expiry and non-renewal of Loss Prevention Certification Board (LPCB) Licence
by the Company during previous year, the traded goods consisting of firefighting
equipment and other components, in the opinion of the management, would fetch
its carrying value as at March 31, 2024. The Company has made an estimated
provision towards non-moving inventories amounting Rs 5,004.23 Lakh
(Including provision of Rs 486.90 Lakhs based on the independent valuation
reports) as at March 31, 2020 and no further provision has been made during the
financial year ended March 31, 2024. The Company has carried out physical
verification of inventories on February 8, 2022 but physical verification report has
not been provided to us. Further, as at the year ended March 31, 2024, a physical
stock count was undertaken by internal employees of the company itself and was
not verified by any independent third party, to verify the inventory on hand. The
inventory report generated from this count includes only the quantity of the items
and does not reflect their monetary value. The records maintained by the
Company are under updation and hence, for us to perform roll back procedure
to ascertain the existence of inventories was not possible. Since inventories enter
into the determination of the results of operations and cash flows, we are unable
to determine whether any adjustments is required in respect of the loss for the
year reported in the Statement of Profit and Loss and the net cash flows from
operating activities reported in the Cash Flow Statement. We are unable to
comment on the existence of inventory and adequacy of such provision made by
the Company and its consequential impact, if any and the resultant impact on
loss, other equity and inventories.

(f) As explained in Note no. 45 to the Standalone Ind AS Financial Statements, as per
the audited financial statements ended March 31, 2020, during the earlier years,
the company, had adjusted balances under Trade Payable and Trade Receivable
aggregating Rs. 5,500.74 lakhs. These adjustments are subject to confirmation
from respective counter parties and approval from Reserve Bank of India in case
of the balances receivable/ payable in foreign currency. Pending such
confirmations and approval, we are unable to comment on the consequential
impact, if any and the resultant impact on loss, other equity and investment.

(g) As explained in Note no. 46 to the Standalone Ind AS Financial Statements, loans
to subsidiaries aggregating Rs. 24,366.07 lakhs (including arising out of
devolvement of stand by letter of undertaking issued in favor of subsidiaries in
earlier period) and advance for purchase of materials to subsidiary company of
Rs. 348.09 Lakhs, are outstanding for a long period of time. The Company has
made provision for the entire amount of Rs. 24,714.16 lakhs, which includes
provision amounting to Rs. 24,366.07 lakhs on loan to foreign subsidiaries, and
for which we have not been provided sufficient appropriate audit evidence. The
provision on loan to foreign subsidiary is subject to confirmation from counter
party and intimation to Reserve Bank of India on account of delayed recoveries
of balance receivable in foreign currency.

In the absence of independent confirmations from the subsidiaries, including
foreign subsidiaries and other body corporates, any other alternate audit
evidences and non-recovery of any amount during the year and till date, we are
unable to comment on the recoverability of the amount, adequacy or otherwise
of the provision made and consequential impact, if any and the resultant impact
on loss, other equity and investment.

(h) As explained in Note no. 47 to the Standalone Ind AS Financial Statements, the
Company has made provision for interest accrued in respect of its borrowings
from banks and financial institutions aggregating Rs. 43,479.20 lakhs. As
informed the provision has been made based on claim admitted during the
liquidation process. In the absence of independent confirmations in this regards,
we are unable to comment on the interest provision made by the Company and
its consequential impact, if any and the resultant impact on loss, other equity and
investment.

(i) We have been informed by the Liquidator/ Resolution professional that certain
information and procedures as part of the Corporate Insolvency Resolution
Process ("CIRP") and liquidation are of confidential nature and could not be
shared with anyone other than the committee of creditors and National Company
Law Tribunal. Pending receipt of information, we are unable to comment on the
consequential impact, if any and the resultant impact on loss, other equity and
investment.

(j) As explained in Note no. 18 the Standalone Financial Statements, the current
maturities of long-term borrowings aggregating to Rs. 957.87 lakhs (PY Rs 805.56
lakhs) and short-term borrowing aggregating to Rs 58,915.70 lakhs (PY Rs
59,184.39 lakhs) are subject to independent confirmations. In the absence of
independent confirmations and any other alternate audit evidences, we are
unable to comment on the consequential impact, if any in this regard and the
resultant impact on loss, equity, current maturity of long term borrowing and
short term borrowing.

(k) As explained in Note 51 & 52, balances appearing in the financial statements are
subject to reconciliation with the returns and submissions made with statutory
authorities. Hence, the effect thereof, on Profit/ Loss, Assets and Liabilities, if
any, is not ascertainable. Non provision for Deferred Tax Assets/Liability.
Further Revenue recognized in books of accounts has not been reconciled with
form 26AS. In the absence of such non compliances, we are unable to comment
on the consequential impact, if any and the resultant impact on profit & loss, other
equity and liabilities.

(l) The financial statements which describes that the Balance of Debtors, Creditors,
Loans & Advances, Investments, Advance to Suppliers, balance with government
authorities & Others and Advance from Customers & Others are subject to
confirmation and reconciliation, if any. Hence, the effect thereof, on Profit/ Loss,
Assets and Liabilities, if any, is not ascertainable.

(m) According to the information given to us the Company is required to prepare
Consolidated Financial Statement but Company has not prepared the same so we
are unable to comment upon the same.

(n) As the Company has not documented internal control framework which includes
standard operating process for various areas of operations, risk control matrices,
etc. and also due to the inability of the management to substantiate that there are
adequate internal controls that exist and operate effectively, we are unable to
comment on the presence and effectiveness of internal controls that are designed
to prevent and detect any material misstatement, fraud, errors and omissions.
Further CIRP process have been started form October 2018 and since then the
internal audit has been discontinued. We have also issued a disclaimer of opinion
in our report on the internal financial controls with reference to the financial
statements under Section 143 (3) (i) of the Act of even date annexed to this report.

(o) We have not been provided with any documented framework to ascertain
completeness and timely compliance with the provisions of various applicable
statutes. Therefore, we are not able to comment on the completeness of
compliances under applicable statutes. Further, during the course of audit, we
have observed few instances of non-compliances with provisions of SEBI Listing

Obligations and Disclosure Requirements and The Companies Act, 2013. Major
non-compliances observed are -

I. The Company has not prepared and presented Consolidated Ind AS
Financial Statements for the year ended March 31, 2024 as required under
Section 129(3) of the Companies Act, 2013;

II. The Company has not appointed internal Auditors as required by Section 138
of the Companies Act, 2013;

III. As required by Section 203 of the Companies Act, 2013, the Company has not
appointed full time Company Secretary;

IV. As required by Section 148 of the Companies Act, 2013 read with Companies
(Cost Records and Audit) Rules, 2014, the cost audit is not applicable to the
Company;

V. The Company has not prepared and presented quarterly unaudited financial
results (standalone and Consolidated) basis as required under the
requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for all the quarter of the financial year.

VI. The Company did not have a Chief Financial Officer (CFO) since financial
year 2018-19 as required under section 203 of the Act.

In the absence of ascertainment of impact arising on account of such non-compliance of
laws and regulations on the Ind AS standalone Financial Statements of the company, we
are unable to comment on the said consequential impact.

Material Uncertainty Related to Going Concern

We draw attention to Note no. 49 to the Standalone Ind AS Financial Statements,
regarding preparation of Standalone Ind AS Financial Statements on a going concern
basis. The Company has incurred a net loss of Rs. 685.96 lakhs during the year ended
March 31, 2024, the net worth of the Company as of date is fully eroded and it is negative
Rs. 1,09,003.24 lakhs as of that date, and further, the Company's current liabilities
exceeded its total assets by Rs. 1,08,812.87 lakhs as on March 31, 2024. Further, capacity
utilization of the manufacturing facilities is very low. In view of the same and given the
fact that liquidation is in progress, as per the Insolvency and Bankruptcy Code 2016
("IBC"), it is required that the Company be managed as a going concern during CIRP and
liquidation.

There exists material uncertainty on the Company's ability to continue as a going concern
since the same is dependent upon the sale of the Company on going concern basis based
on liquidation Order dated January 18, 2022 passed by National Company Law Tribunal.
Accordingly, we are unable to comment on the appropriateness of the going concern
assumption used in the preparation of Standalone Ind AS Financial Statements, as it is
critically dependent upon liquidation as specified in the IBC.

Responsibilities of Board of Directors / RP/ Liquidator and Those Charged with
Governance for the Standalone Ind AS Financial Statements

The Hon'ble National Company Law Tribunal ("NCLT"), Mumbai Bench admitted a
petition for initiation of CIRP under section 7 of the IBC filed by one of the financial
creditors of the Company dated June 4, 2018 and appointed an Interim Resolution
Professional ("IRP") to manage the affairs of the Company in accordance with the
provisions of the IBC vide order dated October 22, 2018. The Committee of Creditors
("COC") in its meeting held on November 20, 2018 passed a resolution confirming the
appointment of the IRP as the Resolution Professional ("RP"). In view of the
CIRP/Liquidation, the powers of the Board of Directors have been suspended and the
said power of adoption of the Standalone Ind AS Financial Statements of the Company
for the year ended March 31, 2024 vests with the RP/Liquidator in terms of the IBC. (Refer
Note no. 1 to the Standalone Ind AS Financial Statements). Further vide order dated
January 18, 2022 the RP is now appointed as Liquidator of the Company.

The Company's Board of Directors/ Liquidator/RP is responsible for the matters stated
in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation
of these Standalone Ind AS 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 Ind AS specified under section 133 of
the Act, read with relevant rules issued thereunder. 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 Standalone Ind AS 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 Ind AS Financial Statements, the Board of Directors/ RP/
Liquidator 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 Board of Directors/ RP/ Liquidator either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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

Our responsibility is to conduct an audit of the Company's Standalone Ind AS Financial
Statements in accordance with Standards on Auditing issued by the Institute of
Chartered Accountants of India ("ICAI") and to issue an auditor's report. However,
because of the matters described in the Basis for Disclaimer of Opinion and material
uncertainty related to going concern sections of our report, we were not able to obtain

sufficient appropriate audit evidence to provide a basis for an audit opinion on these
Standalone Ind AS Financial Statements.

We are independent of the Company in accordance with the Code of Ethics and
provisions of the Act that are relevant to our audit of the Standalone Ind AS Financial
Statements and we have fulfilled our ethical requirements in accordance with the Code
of Ethics issued by ICAI and the requirements under the Act.

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 1" a statement on the matters specified in paragraphs 3 and 4 of the Order,

to the extent applicable.

(2) As required by section 143(3) of the Act, we report that:

a. As described in the Basis for Disclaimer of Opinion section, we sought but were
unable to obtain all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit;

b. Due to the possible effects of the matters described in the Basis for Disclaimer of
Opinion section above and clause (vi) of Annexure 1 to the Independent Auditor's
Report, we are unable to state whether 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. Due to the possible effects of the matters described in the Basis for Disclaimer of
Opinion section, we are unable to state whether the Balance Sheet, the Statement
of Profit and Loss (including Other Comprehensive Income), the Statement of
Changes in Equity and the Statement of Cash Flows dealt with by this report are in
agreement with the books of account;

d. Due to the possible effects of the matters described in the Basis for Disclaimer of
Opinion section, we are unable to state whether the aforesaid Standalone Ind AS
Financial Statements comply with the Indian Accounting Standards referred to in
section 133 of the Act read with relevant rules issued thereunder;

e. After initiation of CIRP/ Liquidation process, Board of Directors the Company are
suspended as on March 31, 2024, and accordingly we are unable to comment on the
disqualification 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 with reference to the
financial statements of the Company and the operating effectiveness of such
controls, we give our separate report in "Annexure 2";

g. 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) The Company has disclosed the impact of pending litigations on its financial
position in its Standalone Ind AS Financial Statements - Refer Note no. 37
Contingent Liabilities to the Standalone Ind AS Financial Statements;

(ii) Except for the possible effects of the matters described in the Basis of Disclaimer
of Opinion section above, the Company has made provision, as required under
the applicable law or accounting standards, for material foreseeable losses, on
long-term contracts including derivative contracts.

(iii) There has been delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company. Details are as
follows-

(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(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;

(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(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 audit procedures that have been considered reasonable and
appropriate in the circumstances, we are unable to comment that the
representations under sub-clause (i) and (ii) of Rule 11 ( e) as provided under
(a) and (b) above contain any material mis-statement.

(v) The company has not declared nor proposed or paid any dividend during the
year and therefore compliance under section 123 of the Companies Act, 2013 is
not applicable to the company.

(vi) Based on our examination which included test checks, the company has used
accounting software for maintaining its books of account which has a feature
of recording audit trail (edit log) facility but the same has not been operated
throughout the year for all relevant transactions recorded in the software. The
feature of recording audit trail (edit log) facility was enabled during the mid of
the financial year under consideration.

Further, during the course of our audit we did not come across any instance of
audit trail feature being tampered with. Additionally, the audit trail has been
preserved by the company as per the statutory requirements for record
retention.

For Parekh Shah & Lodha

Chartered Accountants

ICAI Firm Registration No. 107487W

Sd/-

CA Pranay Bhutra
Partner

Membership No. 623927
UDIN: 2462327BKEWYY5379
Place: Mumbai
Date: 09^th July, 2024