Auditor Report of Rathi Steel & Power Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of M/s. RATHI STEEL AND POWER LIMITED (‘the company’),
which comprise the balance sheet as at 31^st March 2025, the statement of profit and loss (including Other Comprehensive Income) and
the Statement of Cash Flows for the year then ended, and a summary of the significant accounting policies and other explanatory
information (hereinafter referred to as “the Standalone financial statements”)

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 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, and other accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31^st , 2025, the Profit , and its cash flows for the year
ended on that date.

Basis for Opinion

We conducted our audit of the standalone 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 Standalone 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 standalone financial statements under the provisions of the Act and the Rules made thereunder, 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 standalone financial statements.

Key Audit Matters

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. We have determined the matters
described below to be the key audit matters to be communicated in our report.

Management’s Responsibility for the Financial Statements

The 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 and presentation of these 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, read with Rule 7 of the Companies (Accounts) Rules,
2014. 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 standalone financial statements, Management of Company 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 the Management of Company 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 Responsibility for the Audit of the Standalone 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 Standards on Auditing 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 judgement and maintain professional skepticism throughout the
audit. We also:

1. Identifies and assesses the risks of material misstatement of the entity’s financial statements, whether due to fraud or error,
designs and performs audit procedures responsive to those risks, and obtains 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.

2. Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances, under section 143(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.

3. Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the management.

4. Concludes 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
entity’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 the auditor’s report. However,
future events or conditions may cause the company to cease to continue as a going concern.

5. Evaluates 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

6. 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 the auditor identifies during
the audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicates with them all relationships and other matters that may reasonably be thought to bear on the
auditor’s 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 the
auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, the
auditor determines that a matter should not be communicated in the auditor’s 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 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 Act, we give in the Annexure ‘A’ statement on the matters specified in the paragraph 3
and 4 of the Order, to the extent applicable.

2. 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 and the cash flow statement 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 directors as on 31^st March 2025 taken on record by the Board
of Directors, none of the directors is disqualified as on 31^st, March 2025 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 B” and

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 financial
Statements - Refer Note 2 to the Notes to Accounts attached to financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material
foreseeable losses, if any; and

iii. There was no amount required to be transferred to the Investor Education and Protection Fund in accordance
with the relevant provisions of the Act and rules made there under.

iv. The management has represented that, to the best of its knowledge and belief, other than as disclosed in the
notes to the accounts, 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(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;

v. The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the
notes to the accounts, no funds 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;

vi. Based on audit procedures which we 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) contain
any material mis-statement.

vii. The company has not declared or paid any dividend during the year in contravention of the provisions of
section 123 of the Companies Act, 2013.

viii. The Company has used accounting software for maintaining its books of account for the financial year ended
March 31, 2025 which, as per the certificate of the expert provided by the management, 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 and there is no instance of the audit trail feature being tampered with.

For M. LAL & CO.

Chartered Accountants

Firm Registration Number: 016069C

.Sd/-

M. L. Agrawal

Proprietor

Place : New Delhi M.No.:0m48

Date : 30/05/2025 UDIN: 25011148BMIXTC9932

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Mar 31, 2024

To the Members of M/s. RATHI STEEL AND POWER LIMITED Opinion

We have audited the accompanying standalone financial statements of M/s. RATHI STEEL AND POWER LIMITED (‘the company’), which comprise the balance sheet as at 31^st March 2024, the statement of profit and loss (including Other Comprehensive Income) and the Statement of Cash Flows for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the Standalone financial statements”)

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 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, and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31^st, 2024, the Profit, and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone 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 Standalone 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 standalone financial statements under the provisions of the Act and the Rules made thereunder, 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 standalone financial statements.

Key Audit Matters

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. We have determined the matters described below to be the key audit matters to be communicated in our report.

Emphasis of the Matter

The Company has concluded debt restructuring agreement with M/s Assets Care and Restructuring Enterprises Ltd (ACRE) and OTS (one-time settlement) with Canara Bank, by adhering and paying the settlement amount in full concluding / implementing the same as per mutually agreed terms with the Lenders / banks. Thus as a result of the conclusion of debt restructuring agreements / OTS and adherence to the terms thereof, Company has become Zero debt company as at the end of the financial year under report.

Considering the measures and efforts made by the management to make the Company zero debt company as at the end of the year and further being made for long term revival of Company, these financial statements have been prepared on a going concern basis on the strength of continued support of the promoters, bankers / other lenders and signs of recovery in general economic scenario.

Management’s Responsibility for the Financial Statements

The 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 and presentation of these 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, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 standalone financial statements, Management of Company 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 the Management of Company 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 Responsibility for the Audit of the Standalone 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 Standards on Auditing 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 judgement and maintain professional skepticism throughout the audit. We also:

1. Identifies and assesses the risks of material misstatement of the entity’s financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains 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.

2. Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, under section 143(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.

3. Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

4. Concludes on the appropriateness of management’s use of the going concern hasis 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 entity’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 the auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

5. Evaluates 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

6. 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 the auditor identifies during the audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicates with them all relationships and other matters that may reasonably be thought to bear on the auditor’s 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 the auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, the auditor determines that a matter should not be communicated in the auditor’s 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 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 Act, we give in the Annexure ‘A’ statement on the matters specified in the paragraph 3

and 4 of the Order, to the extent applicable.

2. 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 and the cash flow statement 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. The matters mentioned in Emphasis of Matter above, in our opinion, shall have positive effect on the functioning of the Company.

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

g. 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” and

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, in our opinion and to the best of our information and according to the explanations given to us:

l. The Company has disclosed the impact of pending litigations on its financial position in its financial Statements -Refer Note 2 to the Notes to Accounts attached to financial statements; li. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any; and

iii. There was no amount required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Act and rules made there under, lv. The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, 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(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;

v. The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds 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;

vi. Based on audit procedures which we 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) contain any material mis-statement.

vii. The company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the Companies Act, 2013.

viii. The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024 which, as per the certificate of the expert provided by the management, 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 and there is no instance of the audit trail feature being tampered with. As per proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024 and will be applicable from second year onwards.

For M. LAL & CO.

Chartered Accountants

Firm Registration Number: 016069C

Sd/-

M. L. Agrawal Proprietor

Place : New Delhi M.No.:011148

Date : 30/05/2024 UDIN: 24011148BKBNXJ8445

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Mar 31, 2023

RATHI STEEL AND POWER LIMITED

Opinion

We have audited the accompanying standalone financial statements of M/s. RATHI STEEL AND POWER LIMITED (‘the company’), which comprise the balance sheet as at 31^st March 2023, the statement of profit and loss (including Other Comprehensive Income) and the Statement of Cash Flows for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the Standalone financial statements”)

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 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, and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31^st, 2023, the Profit, and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone 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 Standalone 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 standalone financial statements under the provisions of the Act and the Rules made thereunder, 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 standalone financial statements.

Key Audit Matters

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

Emphasis of the Matter

During the period under report Company has entered into debt restructuring agreement with M/s Assets Care and Restructuring Enterprises Ltd (ACRE), effective from 01-04-2022, in respect of debt assigned by JM Financial Asset Reconstruction Company Private Limited (The Karur Vysya Bank Ltd). The Company has also concluded the OTS (one-time settlement) entered into with Union Bank (erstwhile Corporation Bank Ltd), by adhering and paying the settled amount in full. Further, the company has entered into a OTS (one-time settlement) with Canara Bank and is confident of concluding / implementing the same as per mutually agreed terms with the bank. The said settlement has been made keeping in mind, the interest of all stakeholders, without admission of any liability.

The effect of reduction of such liabilities are represented in the respective financial statements under the head Reserves and Surplus, extra-ordinary item in the Profit and loss account. To that extent, financial statements for the current / previous year has been recasted, regrouped and rearranged wherever necessary. The restructured portion of loan are shown as per the terms of restructuring and amount payable within one year is classified as current liabilities.

However, in case debt restructuring with respect to assigned loans to M/s Assets Care and Restructuring Enterprises Ltd (ACRE) and Canara Bank (OTS) agreement is terminated in accordance with terms of agreement / OTS, the Lenders shall have a right to revoke the relief and concessions provided in the Restructured / settlement agreements / sanction. Contingent liability in case of such default has not been provided for as the Company is confident of meeting its commitment as per restructuring agreement.

Considering the above measures and efforts being made by the management for long term revival of debt, these financial statements have been prepared on a going concern basis on the strength of continued support of the promoters, bankers / other lenders and signs of recovery in general economic scenano.

Management’s Responsibility for the Financial Statements

The 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 and presentation of these financial statements that give a true and fair view of the financial position, financial perfonnance 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, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 standalone financial statements, Management of Company 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 the Management of Company 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 Responsibility for the Audit of the Standalone 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 Standards on Auditing 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 judgement and maintain professional skepticism throughout the audit. We also:

1. Identifies and assesses the risks of material misstatement of the entity’s financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains 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.

2. Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, under section 143(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.

3. Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

4. Concludes 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 entity’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 the auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

5. Evaluates 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

6. We communicate with those charged with governance regarding, among other matters, the planned scope and tuning of the audit and significant audit findings, including any significant deficiencies in internal control that the auditor identifies during the audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicates with them all relationships and other matters that may reasonably be thought to bear on the auditor’s 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 the auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, the auditor determines that a matter should not be communicated in the auditor’s 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 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 Act, we give in the Annexure ‘A’ statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. 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 and the cash flow statement 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. The matters mentioned in Emphasis of Matter above, in our opinion, may have an adverse effect on the functioning of the Company.

f. On the basis of the written representations received from directors as on 31^st March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31^a, March 2023 from being appointed as a director in terms of Section 164 (2) of the Act;

g. 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” and

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, 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 - Refer Note 2 to the Notes to Accounts attached to financial statements;

j. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any; and

k. There was no amount required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Act and rules made there under.

For M, LAL & CO.

Chartered Accountants Firm Registration Number: 016069C “ Sd/-

M. L. Agrawal

Place : New Delhi Proprietor

Date : 30/05/2023 M.No.:011148

UDIN: 23011148BGURCC9757

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Mar 31, 2015

We have audited the accompanying standalone financial statements of Rathi Steel And Power Limited ('the Company'), which comprise the balance sheet as at 31st March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The 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 and presentation 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, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

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 31 March 2015 and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. 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 and the cash flow statement 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 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(f) 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 financial statements - Refer Note 2 to the Notes to Accounts attached to financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:-

1. In respect of fixed assets:

a) The company has been maintaining details showing full particulars, including quantitative details of fixed assets.

b) We have been informed that physical verification of fixed assets has been conducted by the management at reasonable intervals and no material discrepancies have been noticed by them.

c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

2. In respect of inventories:

a) According to the information and explanations given to us, the physical verification has been conducted at reasonable intervals by the management of the stock of stores. The physical verification of finished goods (excluding stocks lying with third parties) and raw material has been done on estimation basis, from time to time, due to the nature of the business and the cost involved and no discrepancies have been found. In respect of goods inventory lying with third parties, these have substantially been confirmed by them.

b) In our opinion, the procedures of physical verification of stocks followed by the management, is commensurate with the size of the company and nature of its business.

c) Having regard to the size of operations, no material discrepancies have been noticed on physical verification as compared to books of account and minor discrepancies found, have been properly dealt with in the books of account.

3. The Company has not granted loans to bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

4. In our opinion and according to the information and explanations given to us, the internal control procedures needs to be strengthened in order to be commensurate with the size of the company and the nature of its business.

5. The Company has not accepted any deposits from the public.

6. We have broadly reviewed the records maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013 and we are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

7. (a) According to the information and explanations given to us and on the basis of our examination of the records, Company has been generally regular in depositing with appropriate undisputed statutory dues i.e. income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other statutory dues authoritieswherever applicable. However there are some minor delay in payment of dues for provident fund and Employees State Insurance but there are no over dues for the financial year.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable except the sales tax liability/ VAT Liability/Entry Tax/Excise duty/Service Tax/other statutory dues amounting to Rs.8.74crores.

(b) According to the information and explanations given to us, there are no unstayed disputed statutory dues.

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

8. The accumulated losses of the Company at the end of the year are more than 100% of its net worth. The Company has incurred cash losses during the year covered by report as well as cash losses in the immediately preceding financial year.

9. The Company has defaulted in repayment of dues to financial institutions, banks or debenture holders during the year. The amount and period of default is as under:

Nature of Period Amount Remarks Default (days) (Rs. in Crores)

Principal 0-31 4.68 Due on Repayments 28.02.2015

Interest 0-120 7.53

Bank Guarantee 0.78 Invoked

Total 12.99

10. In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

11. No term loan has been raised during the year under review.

12. According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For M. LAL & CO. Chartered Accountants

Sd/- Place: New Delhi M. L. AGRAWAL Dated :15.06.2015 M. No.: 11148

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Mar 31, 2014

We have audited the accompanying financial statements of M/s RATHI STEEL AND POWER LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these 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 Standards notifed under the Companies Act,1956("the Act") read with the General Circular 15/2013 dated 13th September,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act,2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion.

Opinion

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) In the case of the profit and Loss , of the loss for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows

for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have 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 appears from our examination of those books.

c. the Balance Sheet, the Statement of profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account

d. in our opinion, the Balance Sheet, Statement of profit and Loss, and Cash Flow Statement comply with the Accounting Standards notifed under the Act read with the General Circular 15/2013dated 13th September,2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

As required by the Companies (Auditors'' Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (herein referred to as "the Order") issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956. We further report that:- 1. In respect of fixed assets:

a) The company has been maintaining details showing full particulars, including quantitative details of fixed assets.

b) We have been informed that physical verifcation of fixed assets has been conducted by the management at reasonable intervals and no material discrepancies have been noticed by them.

c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

2. In respect of inventories:

a) According to the information and explanations given to us, the physical verifcation has been conducted at reasonable intervals by the management of the stock of stores. The physical verifcation of fnished goods (excluding stocks lying with third parties) and raw material has been done on estimation basis, from time to time, due to the nature of the business and the cost involved and no discrepancies have been found. In respect of goods inventory lying with third parties, these have substantially been confirmed by them.

b) In our opinion, the procedures of physical verifcation of stocks followed by the management, is commensurate with the size of the company and nature of its business.

c) Having regard to the size of operations, no material discrepancies have been noticed on physical verifcation as compared to books of account and minor discrepancies found, have been properly dealt with in the books of account.

3. The company has not taken or granted loans from/to parties listed in the register maintained under Section 301 of the Companies Act, 1956 and from the Companies under the same management as Defined under sub- section (1b) of Section 370 of the Companies Act, 1956. Therefore the provisions of clause (iii) of paragraph 4 of the Order are not applicable to the Company.

4. In our opinion and according to information and explanation given to us, the internal control procedures needs to be strengthened in order to be commensurate with the size of the company and the nature of its business.

5. According to the information and explanations given to us, the company has not entered into contract or arrangement for purchase and sale of goods and materials with parties entered in the registers maintained under Section 301. Therefore the provisions of clause (v) of paragraph 4 of the Order are not applicable to the Company.

6. The Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under. Therefore the provisions of clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7. The company has an internal audit system, which, in our opinion, needs to be further strengthened and requires to cover more areas looking after the size of the company and the nature of its business.

8. We have broadly reviewed the records maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 and we are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete

9. According to the information and explanations given to us in respect of statutory and other dues:

a) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance contributions, Income Tax, Sales tax/ VAT, Wealth Tax, Service Tax, Custom duty ,Cess and any other material statutory dues applicable to it. According to the information and explanations given to us, there are no undisputed statutory dues payable for a period more than six months from the date they became payable as at 31.03.2014 except the sales tax/VAT liability/Entry Tax amounting to Rs.7.06 crores.

b) According to the books and records as produced and explanation given to us, there are no un-stayed disputed statutory dues.

10. The accumulated losses of the Company at the end of the year are more than 50% of its net worth. The Company has incurred cash losses during the year covered by report as well as cash losses in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us and in view of the fact the approved CDR Scheme has since been implemented and installments of TL/WCTL/FITL under moratorium and as such the Company has not defaulted in repayment of dues to any banks/Financial Institutions as at the balance sheet date.

12. According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund, nidhi or a mutual benefit fund / society. Therefore the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures, except in long term investments in shares and has been held by the company in its own name.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanations given to us, the term loans were applied for the purpose for which they were obtained.

17. According to the information and explanations given to us, no funds raised on short-term basis have been used for long term investment. Similarly, no funds raised on long-term basis have been used for short term investment.

18. The company has made preferential allotment of preference shares during the year.

19. The company has not issued any debentures during the year.

20. The company has not raised any money by way of public issue during the year.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing standards in India and as per the information and explanations given to us, we have not come across any instance of fraud, either noticed or reported during the year on or by the company.

For M. LAL & CO. Chartered Accountants

Sd/- Place: New Delhi M. L. AGRAWAL Dated :30.05.2014 M. No.: 11148

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fnancial statements of M/s RATHI STEEL AND POWER LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act").This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these fnancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the fnancial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the fnancial statements. We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit opinion.

Opinion

Without qualifying our opinion, we draw attention to Note No 6 to the fnancial statements, regarding the preparation of the same on a going concern basis. The Company incurred a net loss of Rs. 110.05 Crores during the year ended March 31, 2013 and, as of that date, the Company''s current liabilities exceeded its current assets by Rs.129.60 Crores, while the Company''s net worth remains positive as at the balance sheet date. In view of proposed plan to restructure the Company''s debt profle to convert majority of their short term loan to long term loan ,these fnancial statements have been prepared on a going concern basis and no adjustment has been made to the carrying value of the assets and liabilities.

In our opinion and to the best of our information and according to the explanations given to us, the fnancial 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:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) In the case of the Proft and Loss Account, of the loss for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash fows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. we have 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 appears from our examination of those books

c. the Balance Sheet, Statement of Proft and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account

d. in our opinion, the Balance Sheet, Statement of Proft and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualifed as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

As required by the Companies (Auditors'' Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (herein referred to as "the Order") issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956. We further report that:- 1. In respect of fxed assets:

a) The company has been maintaining details showing full particulars, including quantitative details of fxed assets.

b) We have been informed that physical verifcation of fxed assets has been conducted by the management at reasonable intervals and no material discrepancies have been noticed by them.

c) In over opinion, a substancial part of fxed assets has not been disposed off during the year.

2. In respect of inventories:

a) According to the information and explanations given to us, the physical verifcation has been conducted at reasonable intervals by the management of the stock of stores. The physical verifcation of fnished goods (excluding stocks lying with third parties) and raw material has been done on estimation basis, from time to time, due to the nature of the business and the cost involved and no discrepancies have been found. In respect of goods inventory lying with third parties, these have substantially been confrmed by them.

b) In our opinion, the procedures of physical verifcation of stocks followed by the management, is commensurate with the size of the company and nature of its business.

c) Having regard to the size of operations, no material discrepancies have been noticed on physical verifcation as compared to books and accounts and minor discrepancies found, have been properly dealt with in the books of accounts.

3. The company has not taken or granted loans from/to parties listed in the register maintained under Section 301 of the Companies Act, 1956 and from the Companies under the same management as defned under sub- section (1b) of Section 370 of the Companies Act, 1956.

4. In our opinion and according to information and explanation given to us, the internal control procedures needs to be strengthened in order to be commensurate with the size of the company and the nature of its business.

5. According to the information and explanations given to us, the company has not entered into contract or arrangement for purchase and sale of goods and materials with parties entered in the registers maintained under Section 301.

6. The Company has not accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

7. The company has an internal audit system, which, in our opinion, requires to cover more areas looking after the size of the company and the nature of its business.

8. We have broadly reviewed the records maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 and we are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

9. According to the information and explanations given to us in respect of statutory and other dues:

a) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance contributions, Income Tax, Sales tax/VAT, Wealth Tax, Service Tax,Custom duty ,Cess and any other material statutory dues applicable to it. According to the information and explanations given to us, there are no undisputed statutory dues payable for a period more than six months from the date they became payable as at 31.03.2013 except the sales tax/ VAT liability amounting to Rs. 4.52 crores.

b) According to the books and records as produced and explanation given to us, there are no un-stayed disputed statutory dues.

10. The accumulated losses of the Company at the end of the year are more than 50% of its net worth. The Company has incurred cash losses during the year covered by report but has not incurred cash losses in the immediately preceding fnancial year.

11. According to the records of the Company examined by us and the information and explanations given to us, other than dues to fnancial institutions, banks for the period from 01.12.2012 to 31.03.2013 aggregating Rs.10.45 crores towards principal and Rs. 9.36 crores towards interest and Rs. 50.57 crores towards bills crystallized, the Company has not defaulted in repayment of dues to any fnancial institution or bank as at the balance sheet date.

12. According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund, nidhi or a mutual beneft fund / society.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures, except in long term investments in shares and has been held by the company in its own name.

15. According to the information and explanations given to us, the company has not given any guaranty for loans taken by others from banks or fnancial institutions.

16. In our opinion and according to the information and explanations given to us, the term loans were applied for the purpose for which they were obtained.

17. According to the information and explanations given to us, no funds raised on short-term basis have been used for long term investment. Similarly, no funds raised on long-term basis have been used for short term investment. However, short term fund have been used for funding losses to the company.

18. The company has not made any preferential allotment of shares/ convertible shares/ warrants during the year.

19. The company has not issued any debentures during the year.

20. The company has not raised any money by way of public issue during the year.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing standards in India and as per the information and explanations given to us, we have not come across any instance of fraud, either noticed or reported during the year on or by the company.



For M. LAL & CO.

Chartered Accountants



Sd/-

Place: New Delhi M. L. AGRAWAL

Dated :04.09.2013 M. No.: 11148

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Mar 31, 2012

We have audited the attached Balance Sheet of M/s RATHI STEEL AND POWER LIMITED, as at 31st March, 2012 and the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

A. We report that:

1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

2. In our opinion proper books of account as required by law have been kept by the company so far as appears from our examination of those books.

3. The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

4. In our opinion, the Balance Sheet and the Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956.

5. On the basis of written representation received from the directors as on 31st March, 2012 and taken on record by the Board of directors we report that none of directors is disqualified as on 31st March, 2012 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the Significant Accounting Policies and other notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with 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 31st March, 2012 and

ii) in the case of the Profit & Loss Account, of the profit for the year ended on that date and

iii) in the case of Cash Flow Statement, of the cash flow for the year ended on that date

B. As required by the Companies (Auditors' Report)

Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (herein referred to as "the Order") issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956. We further report that:-

1. In respect of fixed assets:

a) The company has been maintaining details showing full particulars, including quantitative details of fixed assets.

b) We have been informed that physical verification of fixed assets has been conducted by the management at reasonable intervals and no material discrepancies have been noticed by them.

c) No part of the fixed assets has been disposed off during the year.

2. In respect of inventories:

a) According to the in for mationand explanations given to us, the physical verification has been conducted at reasonable intervals by the management of the stock of stores. The physical verification of finished goods and raw material has been done on estimation basis, from time to time, due to the nature of the business and the cost involved and no discrepancies have been found.

b) In our opinion, the procedures of physical verification of stocks followed by the management, is commensurate with the size of the company and nature of its business.

c) Having regard to the size of operations, no material discrepancies have been noticed on physical verification as compared to books and accounts and minor discrepancies found, have been properly dealt with in the books of accounts.

3. According to the information and explanations given to us:

The company has not taken for granted loans from parties listed in the register maintained under Section 301 of the Companies Act, 1956 and from the Companies under the same management as defined under sub-section (1b) of Section 370 of the Companies Act, 1956.

4. In our opinion and according to information and explanation given to us, there are internal control procedures commensurate with the size of the company and the nature of its business.

5. According to the information and explanations given to us, the company has not entered into contract or arrangement for purchase and sale of goods and materials with parties entered in the registers maintained under Section 301.

6. According to the information and explanations given to us, the company has complied with the provisions of Section 58A of the Companies Act, 1956.

7. The company has an internal audit system, which, in our opinion, is in commensurate with the size of the company and the nature of its business.

8. We have broadly reviewed the records maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 and we are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records.

9. According to the information and explanations given to us in respect of statutory and other dues:

a) According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees State Insurance contributions, Income Tax, Sales tax, Wealth Tax, Service Tax, Custom duty ,CASs and any other material statutory dues applicable to it. According to the information and explanations given to us, there are no undisputed statutory dues payable for a period more than six months from the date they became payable as at 31.03.2012.

b) According to the books and records as produced and explanation given to us, there are no un-stayed disputed statutory dues.

10. Company does not have accumulated losses at the end of the financial year. Company has not incurred cash losses during the year covered by report and in the financial year immediately preceding the year covered by the report.

11. In our opinion and according to the information and explanations given to us, the company had not defaulted in repayment of dues to banks.

12. According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund, nidhi or a mutual benefit fund / society.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures, except in long term investments in shares and has been held by the company in its own name.

15. According to the information and explanations given to us, the company has not given any guaranty for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanations given to us, the term loans were applied for the purpose for which they were obtained.

17. According to the information and explanations given to us, no funds raised on short-term basis have been used for long term investment. Similarly, no funds raised on long-term basis have been used for short term investment.

18. The company has not made any preferential allotment of shares/ convertible shares/ warrants during the year.

19. The company has not issued any debentures during the year.

20. The company has not raised any money by way of public issue during the year.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing standards in India and as per the information and explanations given to us, we have not come across any instance of fraud, either noticed or reported during the year on or by the company.

Sd/-

For M. LAL & CO.

Chartered Accountants

Sd/-

M. L. AGRAWAL M. No.: 11148

Place: New Delhi

Dated :27.08.2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of M/s Rathi Steel And Power Limited as at 31st March, 2011 and the Proft and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

a. We report that:

1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

2. In our opinion proper books of account as required by law have been kept by the company so far as appears from our examination of those books.

3. The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

4. In our opinion, the Balance Sheet and the Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956.

5. On the basis of written representation received from the directors as on 31st March, 2011 and taken on record by the Board of directors we report that none of directors is disqualified as on 31st March, 2011 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the Significant Accounting Policies and other notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with 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 31st March, 2011 and

ii) In the case of the Profit & Loss Account, of the profit for the year ended on that date and

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

B. As required by the Companies (Auditors' Report) Order, 2003 as amended by the Companies (Auditors' Report) (Amendment) Order,2004 (herein referred to as "the Order")issued by the Government of India in terms of Section 227(4A) of the Companies Act,1956, we further report that:-

1. In respect of fixed assets:

a) The company has been maintaining details showing full particulars, including quantitative details of fixed assets.

b) We have been informed that physical verification of fixed assets has been conducted by the management at reasonable intervals and no material discrepancies have been noticed by them.

c) No part of the fixed assets has been disposed off during the year.

2. In respect of Inventories:

a) According to the information and explanations given to us, the physical verification has been conducted at reasonable intervals by the management of the stock of stores. The physical verification of finished goods and raw material has been done on sample basis, from time to time, due to the nature of the business and the cost involved and no discrepancies have been found.

b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of stocks followed by the management were reasonable and adequate in relation to the size of the company and nature of its business.

c) In our opinion and according to the information and explanations given to us, no material discrepancies have been noticed on physical verification as compared to books of account and minor discrepancies found, if any, have been properly dealt with in the books of account.

3. According to information and explanation given to us:

a) The company has not taken or granted loans from parties listed in the register maintained under Section 301 of the Companies Act, 1956 and from the Companies under the same management as defined under sub-section (1b) of Section 370 of the Companies Act, 1956.

b) No interest has been paid on such loans and prima facie these are not prejudicial to the interest of the company.

c) Loans and advances in the nature of loans to staff, given by the company, stipulate the consideration regarding the terms of repayment and the same are being recovered accordingly.

d) No time period has been stipulated on the loans taken by the company.

4. In our opinion and according to information and explanation given to us, there are internal control procedures, except for freight accounting which requires improvement, commensurate with the size of the company and the nature of its business.

5. According to the information and explanations given to us, the company has not entered into contract or arrangement for purchase and sale of goods and materials with parties entered in the registers maintained under Section 301.

6. According to the information and explanations given to us, the company has complied with the provisions of Section 58A of the Companies Act, 1956.

7. The company has an internal audit system commensurate with the size and nature of business.

8. No cost record has been prescribed under Section 209 (i) (d) of the Companies Act, 1956.

9. According to the information and explanations given to us in respect of statutory and other dues:

a) According to books and records as produced and examined by us and as per information and explanations given to us, undisputed statutory dues in respect of Provident Fund, Employees State Insurance contributions, Income Tax, Sales Tax, Excise Duty, Cess and other statutory dues have been regularly deposited during the year with appropriate authorities.

b) According to books and records as produced and explanation given to us, there are no un-stayed disputed statutory dues.

10. Company does not have accumulated losses at the end of the financial year. Company has not incurred cash losses during the year covered by report and in the financial year immediately preceding the year covered by the report.

11. In our opinion and according to the information and explanations given to us, the company had not defaulted in repayment of dues to banks.

12. According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund, nidhi or a mutual benefit fund / society.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures, except in long term investments in shares and has been held by the company in its own name.

15. According to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanations given to us, the term loans were applied for the purpose for which they were obtained.

17. According to the information and explanations given to us, no funds raised on short-term basis have been used for long term investment. Similarly, no funds raised on long-term basis have been used for short term investment.

18. The company has made preferential allotment of shares/Convertible share warrants during the year.

19. The company has not issued any debentures during the year.

20. The company has not raised any money by way of public issue during the year.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing standards in India and as per the information and explanations given to us, we have not come across any instance of fraud, either noticed or reported during the year on or by the company.

For M. Lal & Co. Chartered accountants Sd/- M .L agarwal M.No.11148

Place : New Delhi Date : 23.08.2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/s Rathi Steel And Power Limited as at 31st March, 2010 and the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

a. WE REPORT THAT:

1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

2. In our opinion proper books of account as required by law have been kept by the company so far as appears from our examination of those books.

3. The Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

4. In our opinion, the Balance Sheet and the Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956.

5. On the basis of written representation received from the directors as on 31st March, 2010 and taken on record by the Board of directors we report that none of directors is disqualified as on 31st March, 2010 from being appointed as director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act 1956.

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the Significant Accounting Policies and other notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with 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 31st March, 2010 and

ii) in the case of the Profit & Loss Account, of the profit for the year ended on that date and

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

B. As required by the Companies (Auditors’ Report) Order, 2003 as amended by the Companies (Auditors’Report) (Amendment) Order,2004(herein referred to as “the Order”)issued by the Government of India in terms of Section 227(4A) of the Companies Act,1956,we further report that:- 1. In respect of fixed assets:

a) The company has been maintaining details showing full particulars, including quantitative details of fixed assets.

b) We have been informed that physical verification of fixed assets has been conducted by the management at reasonable intervals and no material discrepancies have been noticed by them.

c) No part of the fixed assets has been disposed off during the year.

2. In respect of Inventories

a) According to the information and explanations given to us, the physical verification has been conducted at reasonable intervals by the management of the stock of stores. The physical verification of finished goods and raw material has been done on sample basis, from time to time, due to the nature of the business and the cost involved and no discrepancies have been found.

b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of stocks followed by the management were reasonable and adequate in relation to the size of the company and nature of its business.

c) In our opinion and according to the information and explanations given to us, no material discrepancies have been noticed on physical verification as compared to books and accounts and minor discrepancies found, if any, have been properly dealt with in the books of accounts.

3. According to information and explanation given to us:

a) The company has not taken or granted loans from parties listed in the register maintained under Section 301 of the Companies Act, 1956 and from the Companies under the same management as defined under sub-section (1b) of Section 370 of the Companies Act, 1956.

b) No interest has been paid on such loans and prima facie these are not prejudicial to the interest of the company.

c) Loans and advances in the nature of loans to staff, given by the company, stipulate the consideration regarding the terms of repayment and the same are being recovered accordingly.

d) No time period has been stipulated on the loans taken by the company.

4. In our opinion and according to information and explanation given to us, there are internal control procedures commensurate with the size of the company and the nature of its business.

5. According to the information and explanations given to us, the company has entered into contract or arrangement for purchase and sale of goods and materials with parties entered in the registers maintained under Section 301 aggregating during the year to Rs.5,00,000/- or more at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the company has complied with the provisions of Section 58A of the Companies Act, 1956.

7. The company has an internal audit system commensurate with the size and nature of business.

8. No cost record has been prescribed under Section 209 (i) (d) of the Companies Act, 1956.

9. According to the information and explanations given to us in respect of statutory and other dues:

a) According to books and records as produced and examined by us and as per information and explanations given to us, undisputed statutory dues in respect of Provident Fund, Employees State Insurance contributions, Income Tax, Sales Tax, Excise Duty, Cess and other statutory dues have been regularly deposited during the year with appropriate authorities.

b) According to books and records as produced and explanation given to us, there are no un-stayed disputed statutory dues.

10. Company does not have accumulated losses at the end of the financial year. Company has not incurred cash losses during the year covered by report and in the financial year immediately preceding the year covered by the report.

11. In our opinion and according to the information and explanations given to us, the company had not defaulted in repayment of dues to banks.

12. According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the company is not a chit fund, nidhi or a mutual benefit fund / society.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures, except in long term investments in shares and has been held by the company in its own name.

15. According to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions.

16. In our opinion and according to the information and explanations given to us, the term loans were applied for the purpose for which they were obtained.

17. According to the information and explanations given to us, no funds raised on short-term basis have been used for long term investment. Similarly, no funds raised on long-term basis have been used for short term investment.

18. The company has made preferential allotment of shares/Convertible share warrants during the year.

19. The company has not issued any debentures during the year.

20. The company has not raised any money by way of public issue during the year.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing standards in India and as per the information and explanations given to us, we have not come across any instance of fraud, either noticed or reported during the year on or by the company.

For m. Lal & Company

Chartered accountants

sd/-

M .L Agarwal

M.No.11148 Place: New Delhi

Date: 03rd September 2010