We have audited the accompanying financial statements of Panther
Industrial Products Limited (the “Company”), which comprise the Balance
Sheet as at 31^st March, 2024, the Statement of Profit and Loss (including Other
Comprehensive Income), the Cash Flows Statement, 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, the financial statements give the information required
by the Act in the manner so required and give a true and fair view in conformity
with Ind AS and the accounting principles generally accepted in India.

(i) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31 st March, 2024;

(ii) In the case of the Statement of Profit and Loss, of the Profit for
the year ended on that date;

(iii) In the case of the Cash Flow Statement, of the cash flows for the
year ended on that date;

and

(iv) In the case of the changes in equity for the year ended on that
date.

Basis of 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 of Ethics

issued by the Institute of Chartered Accountants of India together with the
ethical requirements that are relevant to our audit of the financial statements
under the provisions of the Companies Act, 2013 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 Matters

Key audit matters are those matters that, in our professional judgement, were of
most significance in our audit of the financial statements of the current period.
However, in view of this we have determined that there are no key audit matters
to communicate in our report.

Management’s Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters related to
Section 134(5) of the Companies Act, 2013 ('the Act) with respect to the
preparation of these financial statements that give a true and fair view of the
financial position, financial performance including other comprehensive
income, cash flows and changes in equity of the Company in accordance with
the accounting principles generally accepted in India including the Indian
Accounting Standards (IndAS) specified under section 133 of the Companies
Act, 2013, (the “Act”) read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended. The Company's Management is responsible for
maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding the respective assets of the Company and for
preventing and detecting frauds and other irregularities; the selection and
application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and the 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, which have been used for the purpose of preparation of
these financial statements by the Management of the Company.

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.

Those Board of Directors are responsible for overseeing the Company’s
financial reporting process.

Auditor’s Responsibility

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 ofthese financial statements.

As part of an audit in accordance with SAs, we exercise professional
judgement 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 control relevant to the audit in
order to design audit procedures that are appropriate in the
circumstances. Under section I43(3)(i) of the Companies Act, 2013,
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 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 disclosures 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

(a) As required by the Companies (Auditor's Report) Order, 2016 (the
¹¹Order”) issued by the Central Government in terms of section 143(11)
of the Companies Act, 2013, we give in the Annexure 'A' a statement on
the matters specified in paragraphs 3 and 4 of the Order.

(b) As required by section 143(3) ofthe Act, we report that -

(i) 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;

(ii) In our opinion, proper books of account as required by law have
been kept so far as appears from our examination of such books;

(a) Reference is invited to note B16 (a) in Notes on Accounts to the
balance sheet and statement of profit and loss regarding Trade
receivable by the management 18,47,69,870. Though the company
is confident of recovery, in view of huge losses and uncertainty in
the business operations and hence the management has not made
anyprovisionfor the same.

(b) There has been a permanent dimunition in the value of the non
current investments which has been adjusted through retained
earnings.

(c) In view ofour comments in para above, the said accounts, read
with Notes to Accounts appearing in the Significant Accounting
Policies and Notes to Accounts (Notes A & B) to the balance sheet,
statement ofprofit and loss and cash flow statement give a true and
fair view in conformity with the accounting principles generally
accepted in India.

(iii) The Balance Sheet, Statement of Profit and Loss, the Cash Flow
Statement and the Statement of Changes in Equity dealt with by this
Report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Statement of Profit c&Loss and
the Statement of Changes in Equity comply with the Indian Accounting
Standards specified under section 133 ofthe Companies Act, 2013 read

with the Companies (Indian Accounting Standards) Rules, 2015, as
amended;

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

(vi) 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;

(vii) 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:

(a) The Company has disclosed the impact of pending litigations
on its financial position in its financial statements;

(b) 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;

(c) The Company has not transferred the amounts, required to be
transferred, to the Investor Education and Protection Fund by
the Company.

(d) (i) 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 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;

(ii) The Management has represented, that, to the best of its knowledge and
belief, no funds 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;

(iii) 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), contain any material misstatement.

For S.M. Bhat & Associates
Chartered Accountants
Firm Reg. No 131347W

Sitaram Mahableshwar Bhat
(Proprietor)

Membership No 030696
UDIN24030696BKAIDR2374
Mumbai, 2^nd August, 2024