We have audited the accompanying Ind AS financial statements of Procal Electronics India
Limited ('the Company”) which comprise of the Balance Sheet as at March 31, 2024, the
Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement
and the Statement of Changes in Equity for the year then ended, 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,
because of the significance of the matter described in the basis for adverse opinion section of
our report the accompanying Ind AS financial statements do not give a true and fair view in
conformity with the Ind AS and accounting principles generally accepted in India, of the state of
affairs of the company as at 31^st March,2024 and its loss and total comprehensive income, its
cash flows and the changes in equity for the year then ended on that date.

Basis for Adverse Opinion

1. Matters Related to Going Concern: The Company's net worth is eroded completely due to
continued operational losses incurred by the company and there are no business activities in
the company. The Company has incurred cash loss during the current year and earlier years.
The Company has not carried out any manufacturing or trading activity since last few years.
Company's manufacturing unit at Silvassa along with all the assets , inventories etc. are
under control of it's banker Canara Bank in view of the loans taken from bank and GSFC
which have been classified as NPA as per IRAC norms, due to nonpayment of outstanding
dues. Canara Bank has issued notice to company & guarantors under the securitization Act,
one of the guarantor has appealed the said notice with DRT. The legal matter with bank is
still not settled and is under progress. We were communicated by the management, that the
company is in process of settling the pending dues with bank and/or identifying the other
alternative plans. The above factors cast significant uncertainty on the Company's ability to
continue as a going concern in our opinion.

2. Inventory of Raw Material & Finished goods: Inventory consists of Raw Material & Finished
goods which are lying at Silvassa Manufacturing unit of the company. The said unit is in the
possession of Canara Bank (the lender) and hence the management express its inability to
physically verify and ascertain the fair value of the inventory. In View of the above, the
inventory carried at cost in the financial statements in our opinion is not reasonable since
there must have been depletion in its value as it is in a lock out position for a prolonged
period.

3. Property, Plant and Equipments (Fixed Assets) : Since most of the fixed assets are under the
control of Banks/ Financial Institutions the physical verification of the assets could not be
done by the management and the auditor during the year. Further the fixed assets are
under the control of Banks/ Financial Institution, the valuation and physical existence of the
assets couldn't be commented upon. The company did not provide us the details of these
fixed assets. The plant and machinery and factory building is in a lockout state for a
prolonged period as a result of which it is expected that the realizable value of such assets

shall not be ascertainable. As informed to us, Canara bank has gone for E Auction( dt-
08.02.2023) for sale of Immovable Properties under the SARFAESI Act, 2002 with a reserve
price of Rs.24.53 lakh. In the E-auction notice Canara Bank has mentioned the outstanding
liabilities as on 31.01.2023 is Rs.64.64 Crores. Further we have been informed by the
management that Canara Bank has Sold the Land and Building Mortgaged with them and
under their possession and realized an amount of Rs 49lacs appx towards their dues. The
details documents has not been provided to us. So we are unable to comment on the above
transaction. The financial transaction has not been accounted for in the financial statement.
So the to this effect, the financial statement do not give true and fair view. The management
has informed to us that they have given a proposal for one time settlement (OTS) to the
Canara bank. The outcome of the proposal is yet to be received.

4. Bank Account: The bank accounts of the company were inoperative pending KYC
Compliances. All the payments on behalf of the company has been made from director own
source of accounts.

We conducted our audit of the financial statements 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 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 independence
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 ICAl’s Code of Ethics. We believe that the audit
evidence we have obtained are sufficient and appropriate to provide a basis for our adverse audit
opinion on the financial statements.

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 4 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 Board of Directors are 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, Corporate Governance 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 are 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.

Management's Responsibility for the Financial Statements

The Company's Board of Directors are responsible for the matters stated in section 134(5) of the Act with
Respect to the preparation of these financial statements that gives 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 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 are responsible for overseeing the Company's financial
reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 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 adoption 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 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 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.

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.

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 except for the points which are qualified in our audit

report.

c. ) The Balance Sheet, the Statement of Profit and Loss (including 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 Ind AS specified under

section 133 of the Act

e. ) On the basis of written representations received from the directors as on March 31, 2024 taken on

record by the Board of Directors, none of the directors 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 Rule 41 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 financial
statements.

ii. The Company did not have any long-term contracts including derivative contracts which there were
any material foreseeable losses.

iii. There is 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
during the year, 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 during the year, 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 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 proposed, declared and paid any interim as well as any final
dividend due to continuous loss incurred by the company as explained to us.

vi. The reporting under rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from
1 April 2023. Based on the examination and explanations provided to us, the Company has not used
accounting software for maintaining its books of account, which have a feature of recording audit trail
(edit log) facility.

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.

3. With respect to the matters to be included in the Auditor's report in accordance with the requirements
of section 197(16) of the Act, as amended: The company has neither provided nor paid any Director
Remuneration during the year.

For Pams & Associates
Chartered Accountants
Firm Registration number: 316079E

Sd/-

CA Kamal Chandra Das
Partner

Membership Number: 300040
UDIN: 24300040BK AOJM4062

Place: Bhubaneswar
Date: 31.05.2024