We have audited the accompanying Standalone financial
statements of M/s. Emkay Taps and Cutting Tools Limited ("the
Company") which comprises the Balance Sheet as at March 31.
2025, the Statement of Profit and Loss, and statement of cash
flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting
policies and otherexplanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid Standalone
financial statements give the information required by the Act in
the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31,
2025, and profit/loss, and its cash flows for the year ended on
that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the
Companies Act, 2013. 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 ol Ethics issued by the Institute of Chartered Accountants
of India together with the ethical requiromenlsthat are relevant
to our audit of the financial statements under the provisions of
the Companies Act, 20] 3 and the Rules thereunder, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements and the Code of Ethics We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

Key Audit Mutters

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.

The Company in the current year has given effect to the scheme
of Arrangement (demerger) of Precision Tools business

undertaking (demerged business) into a separate company M/s
Emkay Tools Limited (Resulting Company). The scheme was
approved by the Hon'ble National Company Law Tribunal,
Mumbai bench (“the Tribunal") vide its order dated 28th
October, 2024 wherein the Appointed Date has been fixed at 1st
April, 2024 and the effective date of the scheme is 19th
November, 2024. In virtue of this scheme being effective in the
current year, accounting has been done as per the order as
specified above. At the appointed date, all assets and liabilities
pertaining to the demerged business has been transferred to
Emkay Tool Limited In accordance with the approved scheme.
Due to the complexity of the transaction, and considering the
assumptions and estimates required to be made by
management as part of identifying assets and liabilities to be
de-recognised, including presentation and disclosures in the
standalone financial statements we have reported this to be a
key audit matter in the current year audit.

Our Audit Procedures included the following:

a. Obtained and read the Scheme and Final order passed by
the Honble National Company law Tribunal and submitted
with the ROC to understand its key terms and conditions;

b. Evaluated the design and tested the operating
effectiveness of the financial controls relevant for
recording the Impact of the Scheme and related
disclosures;

c. Assessed the appropriateness of accounting policy for
accounting the De-merger and comparing the applicable
Accounting Standards;

d. Assessed the adequacy and appropriateness of the
disclosures made with respect to accounting of the
transactions under the Scheme as mentioned in Note No.
45 of the standalone Financial Statement accompanied
herewith.

Further the company has continued to follow Accounting
Standards issued by The Institute of Chartered Accountants of
India. As per Note 3.1 accompany the standalone Financial
Statements, the Company has stated that the applicability of
Indian Accounting Standards (IND AS) for preparation of
Financial Statement is not compulsory in case of the company
since the Company is listed in SME Platform of National Stock
Exchange (India) Limited.

Our opinion on the Statement is not modified In respect of
these matters.

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

The Company’s Board of Directors 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, Corporate Governance and Shareholder's
Information, but does not include the Standalone financial
statements and our auditor's 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 or the Standalone financial
statements, our responsibility is to read the other information
and. in doing so. consider whether the other information is
materially inconsistent v/ith the Standalone 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.

Responsibility of Management for the Standalone Financial
Statements

Tne Company's Board of Directors 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 financial
statements that give a true and fair view of the financial
position, financial performance, and cash flows of the Company
In accordance with the accounting principles generally
accepted In India, including the accounting Standards specified
under section 133 of the Act 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
implementation and maintenance of 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 statement 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.
Thai Board of Directors is also responsible for overseeing the
company's financial reporting process
Auditor's Responsibilityfor tire 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, arid 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
throughoutthe 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

Ihe 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 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 Standalone
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 the 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 3nd
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 financial controls that we
Identify during our audit.

We also provide those charged v/ith 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 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 Regulator/ Requirements
As required by the Companies (Auditor’s Report) Order, 2020
("the Order"), Issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Companies Act.
2013, we give In the Annexure "A" statement on the matters
specified In paragraphs 3 and 4 of the Order, to the extent
applicable.

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 purposes 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 Other Comprehensive Income, 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) In our opinion, the aforesaid Standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act. read with Rule 7 of
the Companies (Accounts) Rules, 2014.

e) 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 Is disqualified as
on March 31, 2025 from being appointed as a director in
terms of Section 154(2) of the Act.

f) With respect to the adequacy of the internal financial
controls with reference to Standalone Financial Statements
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 with reference to Standalone Financial
Statements.

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 position in its Standalone
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 has been no delay in transferring amounts,
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 fund have been
advance or loan or Invested (either from borrowed
fund or share premium or any other sources or kind of
fund) by the company to or any other person(s) or
entity(ies), including foreign entity (intermediary)
with the understanding . whether recorded in writing
or otherwise, that intermediary shall , directly or
Indirectly lend or Invest In other person or entity
Identified In any manner whatsoever by or behalf of
the company (ultimate beneficiary) or provide any
guarantee, security or like on behalf of the ultimate
beneficiary.

(b) The Management has represented that, to the best of
its knowledge and belief, no fund have been received
by the company from any person(s) or entity including
foreign entity (funding party), with the understanding

whether recorded In writing or otherwise that the
company shall directly or indirectly lend or invest in
other person or entity identified any manner
whatsoever by or on behalf funding party (ultimate
beneficiary) or provide arty guarantee, security or like
that on behalf of the ultimate beneficiary
(c) Based on audit procedure that has been considered
reasonable and appropriate In circumstances, nothing
has come to our notice that has caused us to believe
that the representation under sub-clause (1) and (2) of
rule 11 (e) as provided under (a) and (b) above, contain
any material misstatement.

v. (a) The Company has not proposed dividend in the
previous year and as such provisions of Section 123 of
the Act is not required to be reported.

(b) The Company has not declared any Interim dividend
during the year and until the date of this report.

;c) The Board of Directors of the Company has not
proposed any final dividend for the year which Is
subject to the approval of the members at the ensuing
Annual General Meeting.

vi. Based on our examination, which included test checks, the
Company has used accounting software for maintaining its
books of account for the financial year ended March 31,
2025 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 the audit trail feature being tampered with.

For and on Behalf of

M/S P.S. THAKARE &. CO.
Chartered Accountants

Place: Nagpur FRN: 128572W

Date: 30/05/2025

UDIN : 25127522BMJAEX4917

Bhagwat Thalcare
Partner

Membership No. 127522