Auditor Report of S & S Power Switchgear Ltd.

Mar 31, 2025

We have audited the accompanying Standalone Financial Statements of S&S Power Switchgear Limited (“the
Company”) which comprise the Balance Sheet as at March 31,2025 the Statement of Profit and Loss (including
Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the
year then ended and notes to the Standalone Financial Statements, including a summary of material 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 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended,
(“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as
at 31st March, 2025, its Loss and total comprehensive income, changes in equity 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
(“SAs”) specified under section 143(10) of the Companies Act, 2013, as amended (“the Act”). 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 ethical requirements that are relevant to our audit of the Stand¬
alone financial statements under the provisions of the Acts and the Rules 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 obtained by us is sufficient and appropriate to provide a basis for our 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.

Key Audit Matter	How our audit addressed the key audit matter
Impairment testing of investments in subsidiaries Refer Note 5 and Note 6 to the accompanying stand¬ alone financial statements.	Our procedures included, but were not limited to the following: • Obtained an understanding of management’s process and evaluated design and tested operating effectiveness of controls around identification of indicators of impairment under Ind AS, and around valuation of the business of the subsidiaries to determine recoverable value of the said investment and loans granted,

As at 31 March 2025 the carrying amount of investment	• Assessed the appropriateness of methodology
in subsidiaries viz Acrastyle Power (India) Limited, Acra-	and valuation model used by the management to
style EPS Technologies Limited, S&S Power Switchgear	estimate the recoverable value of investment in the
Equipment Limited and Hamilton Research and Tech¬ nology Private Limited is Rs. 8042.14 lacs. Further the	subsidiaries and loans granted;
company has also advanced loans to these subsidiaries	• Assessed the professional competence, objectivity
and the amount due along with interest accrued thereon as at 31st March 2025 (net of provisions) is Rs. 4558.53	and capabilities of the valuation specialist engaged
lacs.Acrastyle Power (India) Limited further has invested	• Assessed the reasonableness of assumptions relating
in two subsidiaries viz Acrastyle Limited, UK and Acra¬	to revenue growth rate, gross margins, discount rates
style Switchgear Limited, UK.	etc. based on historical results, current developments and future plans of the business estimated by
Considering the materiality of the amounts involved,	management using expertise of our valuation specialist
the significant management judgement required in estimating the quantum of diminution in the value of	on required parameters;
investment and such estimates and judgements being	• Based on our procedures, we also considered the
inherently subjective, this matter has been identified	adequacy of disclosures in respect of investment in
as a key audit matter for the current year audit.	the said subsidiaries and loans granted in the notes to the standalone financial statements.

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

The Company’s Management and the Board of Directors is responsible for the preparation of the other infor¬
mation. The other information comprises the information included in the Board’s Report including Annexures
to that Board’s report, Corporate Governance Report and Shareholder’s information but does not include the
Standalone Financial Statements and our Auditor’s report thereon. The other information as above is expected
to be made available to us after the date of this audit report.

Our opinion on the Standalone Financial Statements does not cover the Other Information and we do not express
any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other infor¬
mation identified above when it becomes available and, in doing so, consider whether the other information is
materially inconsistent with the Standalone Financial Statements, or our knowledge obtained during the course
of our audit or otherwise appears to be materially misstated.

When we read the other information, if we conclude that there is a material misstatement therein, we are required
to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone
Financial Statements

The Company’s management and the Board of Directors is responsible for the matters stated in Section 134(5)
of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Financial Statements
that give a true and fair view of the financial position, financial performance (including other comprehensive
income), changes in equity and cash flows of the Company in accordance with the accounting principles gen¬
erally accepted in India, including the Indian Accounting Standards (Ind-AS) specified under Section 133 of the
Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act for safe¬
guarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design; implementation and maintenance of adequate internal financial controls, that were operat¬
ing effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the Standalone 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 Statement, the Management and the Board of Directors are 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 Board of Directors either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Management and the Board of Directors are also responsible for overseeing the Company’s financial report¬
ing process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statement as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted
in accordance with SAS will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the As part of an audit in
accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout
the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal controls relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the company has adequate internal financial control system with
reference to Standalone Financial Statements in place and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures in the Standalone Financial statement made by the Management and the Board
of Directors.

• Conclude on the appropriateness of the Management’s and Board of Director’s use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the Standalone Financial statement or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Company to cease to
continue as a going concern;

• Evaluate the overall presentation, structure and content of the Standalone Financial Statement, including
the disclosures, and whether the Standalone Financial Statement represent the underlying transactions
and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be
influenced. We consider quantitative materiality and qualitative factors in

(i) planning the scope of our audit work and in evaluating the Statement of our work; and

(ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the Standalone Financial Statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

Report On Other Legal And 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 Companies Act, 2013, we give in the “Annexure I”
a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Companies Act, 2013, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books.

(c) The Balance sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Change in Equity and the Cash Flow Statement dealt with by this Report are in agreement
with the relevant books of accounts;

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting
Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards)
Rules, 2015, as amended;

(e) On the basis of written representations received from the directors as on 31st March 2025 taken on
record by the Board of Directors, none of the directors are disqualified as on 31st March 2025 from
being appointed as a director in terms of Section 164(2) of the Companies Act, 2013.

(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 II”. Our
report expresses an unmodified opinion on the adequacy and operating effectiveness of the company’s
internal financial controls with reference to the standalone financial statements;

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with the
requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the
remuneration paid by the Company to its directors during the year is in accordance with the provisions
of section 197 of the Act.

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, 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 the
Standalone Financial Statements - Refer note 42 to the standalone financial statements.

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

(iii) There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.

(iv) a) The management has represented that, to the best of it’s 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;

b) The management has represented, that, to the best of it’s 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; and

c) Based on such audit procedures that we have considered reasonable and appropriate in the
circumstances; nothing has come to our notice that has caused them to believe that the repre¬
sentations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain
any material misstatement.

(v) The company has not declared or paid any dividend during the year under review.

(vi) Based on our examination, which included test checks, the Company has used accounting
software for maintaining its books of account which has the feature of recording audit trail (edit
logs) facility and the same has operated throughout the year for all relevant transactions recorded
in the respective software. Further, during the course of our audit we did not come across any
instances of audit trail feature being tampered with and the same has been preserved as per
statutory requirement of record retention.

For CNK & Associates LLP
Chartered Accountants
Firm Registration No. 101961W/W100036

Uttamchand Jain
Partner

Membership Number: 205976
UDIN: 25205976BMILMV7912

Place: Chennai
Date: 23^rd May 2025

---

Mar 31, 2024

We have audited the accompanying Statement of Standalone financial results of S&S Power Switchgear Limited (“the Company”) for the quarter and year ended March 31, 2024 (“the Statement”), attached herewith being submitted by the company pursuant to the requirement of Regulation 33 of the Securities and Exchange Board Of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations’).

In our opinion and to the best of our information and according to the explanations given to us, these Standalone financial results:

(a) are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

(b) give a true and fair view in conformity with the recognition and measurement principles laid down in applicable Indian accounting standards (“Ind AS”), and other accounting principles generally accepted in India, of the net loss and other comprehensive income and other financial information of the Company for the quarter and year ended March 31,2024.

Basis of Opinion

We conducted our audit in accordance with the Standard on Auditing (“SAs”) specified under section 143(10) of the Companies Act, 2013, as amended (“the Act’’). Our responsibilities under those Standards are further described in the “Auditor’s Responsibilities for the Audit of the Standalone Financial Results” 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 ethical requirements that are relevant to our audit of the Standalone Financial Results under the provisions of the Act and the Rules there under, 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 obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to note 5 in the financial statements, which states that the accounts are prepared on a going concern basis, in spite of accumulated losses, as the company expects continued financial support of the promoters. The financial statements do not include any adjustments that would result from the withdrawal of support which is described in note 5.

Our opinion is not modified in respect of above matter.

Management’s Responsibilities for the Standalone Financial Results

These standalone financial results have been prepared on the basis of the standalone annual Financial statements. The Company’s Management and the Board of Directors of the Company are responsible for the preparation and presentation of these standalone financial results that give a true and fair view of the net loss and other comprehensive income and other financial information of in accordance with recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and the design, implementation and

maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the

accounting records, relevant to the preparation and presentation of the standalone financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial results, the Management and the Board of Directors are 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 Board of Directors either intends to liquidate the Company of to cease operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone financial results 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 it is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit, We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion, The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (1) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of standalone financial statements on whether the company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management and the Board of Directors in terms of the requirement specified under Regulation 33 of the Listing Regulations;

• Conclude on the appropriateness of the Management and the Board of Director’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events of conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

• Evaluate the overall presentation, structure, and content of the standalone financial results, including the disclosures, and whether the standalone financial results represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial results of the Company to express an opinion on the financial results.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Other Matters

The statement includes the results for the quarter ended March 31, 2024 being the balancing figure between the audited figures in respect of the full financial year ended March 31,2024 and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us, as required under the Listing Regulations.

Our opinion on the Statement is not modified in respect of the above matter.

For CN K & Associates LLP Chartered Accountants Firm Registration No. 101961W /W-100036

V Subramanian Partner

Membership No. 212075 UDIN: 24212075BKARDT3011 REF: Ref/Cert/CHN/VS-017/24-25

Place: Chennai Date: 29 May, 2024

---

Mar 31, 2023

S&S POWER SWITCHGEAR LIMITED

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the accompanying standalone financial statements of S&S Power Switchgear Limited (“the Company”), which comprise the Balance Sheet as at 31st March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and notes to the Standalone Financial Statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the 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 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India of the state of affairs (financial position) of the Company as at 31st March, 2023, its profit and total comprehensive income, changes in equity 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 (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the 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 together with the independence requirements that are relevant to our audit of 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 opinion on Standalone Financial Statements.

Material Uncertainty Related to Going Concern

We draw attention to Note 46 of Standalone Financial Statements, which indicates that the accounts are prepared on a going concern basis due to continued financial support of the promoters. The Standalone financial statements do not include any adjustments that would result from the withdrawal of support.

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.

Key Audit Matter	How our audit addressed the key audit matter
Impairment testing of investments in subsidiaries	Our procedures included, but were not limited to the
Refer Note 5 and 6 to the accompanying standalone	following:
financial statements.	• Obtained an understanding of management’s
As at 31 March 2023, the carrying amount of	process and evaluated design and tested
investment in subsidiaries viz Acrastyle Power	operating effectiveness of controls around
(India) Limited, Acrastyle EPS Technologies Limited	identification of indicators of impairment under Ind
and S&S Power Switchgear Equipment Limited is	AS, and around valuation of the business of the
Rs 1301.99 lacs. Further the company has also	subsidiaries to determine recoverable value of the
advanced loans to these subsidiaries and the amount	said investment and loans granted,
due along with interest accrued thereon as at 31st March 2023 (net of provisions) is Rs 2,343.56 lacs.	• Assessed the appropriateness of methodology
Acrastyle Power (India) Limited further has invested	and valuation model used by the management to
in two subsidiaries viz Acrastyle Limited, UK and Acrastyle Switchgear Limited, UK.	estimate the recoverable value of investment in the subsidiaries and loans granted;
The company reviews the carrying value of these	• Assessed the professional competence, objectivity
investments at each reporting period. Where	and capabilities of the valuation specialist engaged
considered necessary the Company performs a	by the management;
detailed assessment as required under Ind AS 36. Considering the materiality of the amounts involved,	• Assessed the reasonableness of assumptions relating to revenue growth rate, gross margins,
the significant management judgement required in	discount rates etc. based on historical results,
estimating the quantum of diminution in the value	current developments and future plans of the
of investment and such estimates and judgements	business estimated by management using
being inherently subjective, this matter has been	expertise of our valuation specialist on required
identified as a key audit matter for the current year	parameters;
audit.	• Assessed cash flow forecasts to ensure consistency with current operations of the Company and performed sensitivity analysis on key assumptions used in management’s calculated recoverable value. • Based on our procedures, we also considered the adequacy of disclosures in respect of investment in the said subsidiaries and loans granted in the notes to the standalone financial statements.

Information other than the Standalone Financial Statements and Auditor’s Report thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Board’s Report including Annexures to that Board’s report, Corporate Governance and Shareholder’s information but does not include the Standalone Financial Statements and our Auditor’s report thereon. Our opinion on the Standalone Financial Statements does not cover the Other Information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial

performance, total comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone 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 and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has adequate internal financial control system in place and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of managements and Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of the reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) Planning the scope of our audit work and in evaluating the results of our work; and (ii) To evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit;

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards;

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and 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, and we give in the “Annexure

A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report to the extent applicable 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 accounts as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Change in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the relevant books of accounts;

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

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

f) With respect to the adequacy of the internal financial controls with reference to Standalone Financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

g) In our opinion, the managerial renumeration for the year ended March 31,2023 has been paid/provided by the Company to its directors in accordance with the provision of section 197 read with schedule V of the Act

h) With respect to the other matters to be included in the Auditor’s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014, (as amended), in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 41 to the Standalone Financial Statements;

(ii) The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses;

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

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

(b) The Management has represented, that, to the best of its knowledge and belief, 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; and

(c) Based on such audit procedures that we have 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;

(v) There were no amounts which were declared or paid during the year as dividend by the company;

(vi) As the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. April 1, 2023, reporting under this clause is not applicable for the year under audit.

For C N K & ASSOCIATES LLP Chartered Accountants FRN: 101961W/W-100036

V. Subramanian Partner

Membership Number: 212075 UDIN: 23212075BGWMHW4815 Cert No: Ref/Cert/CHN/014/23-24

Place: Chennai Date: 30/05/2023

---

Mar 31, 2015

1. Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of S&S POWER SWITCHGEAR LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. Management's Responsibility for the Standalone 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 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. 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. 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.

4. Basis for Disclaimer of Opinion

We are un-able to form any opinion on the following items of financial statements

* The Company has not fulfilled its export obligation as disclosed in Sub-Note - 5.1 of financial statements, in respect of advance licenses availed in earlier years. We were informed that there has been no progress in the writ petition filed in Madras High Court against the order of Director General of Foreign Trade in this regard. We are unable to express any opinion on the possible additional levy against the company.

* Included in investments, loans and advances and other current assets are sums aggregating to Rs 24,18,74,871 [Interest income accrued during the current year Rs 40,97,427 - [Refer Note 18] invested/advanced to its subsidiary, Acrastyle Power (India) Ltd., for which provisions aggregating to Rs 7,21,76,837 have been made. In our opinion, these values of the said investments, loans and advances and other current assets, as stated in the Balance sheet are significantly overstated considering the net worth of Acrastyle Switchgear Limited, U.K, the wholly owned subsidiary of Acrastyle Power (India) Limited, in which the carrying amount of investments and loans and receivables of Acrastyle Power (India) Ltd is held, after consideration of the Auditor's qualified opinion of M/s Acrastyle Power India Ltd on its carrying amounts of its investments in Acrastyle Switchgear Limited UK and the consequential effect of a write down in the value of its investment. Accordingly, we believe the values as stated in the Balance sheet should be reduced further which would result in similar reduction in the profit for the year. Consequently we are unable to comment on the adequacy of provision for diminution of investment in the said subsidiary and amounts outstanding in the form of investment, and outstanding from them towards loan, advances and accrued interest.

5. Emphasis of Matter

Attention is drawn to the fact that the company has not appointed Internal Auditor as required under section 138 of the Companies Act 2013 during the year under review.

6. Opinion

In our opinion and subject to our disclaimer of opinion expressed below on which we could not form any opinion, 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

a) of the state of affairs of the Company as at 31st March, 2015, and its

b) profits for the year ended on that date and;

c) its cash flows for the year ended on that date

7. Report on Other Legal and Regulatory Requirements

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 Companies Act, 2013, based on information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the order, to the extent applicable

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

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books

c) The Balance Sheet, the Statement of Profit and Loss, 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 31st March, 2015 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

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.

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

iii) No instances were observed during the audit which require company to transfer amount to Investor Education and Protection Fund.

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

S. No Matters to be reported on

3(i)(a) In our opinion the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets

3(i)(b) During the financial year, the company has conducted physical verification of fixed assets and found no material discrepancies. In our opinion, the said physical verification has been conducted at reasonable intervals.

3(ii)(a) In our opinion and based on information provided to us, physical verification of inventory has been conducted at reasonable intervals by the management.

3(ii)(b) In our opinion and based on information provided to us, the procedures of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business. Hence commenting on the inadequacies in such procedures does not arise.

3(ii)(c) In our opinion and based on information provided to us, the company is maintaining proper records of inventory, no material discrepancies were noticed on physical verification and in the absence of the same, commenting on dealing with the books of accounts does not arise

3(iii) Based on information given to us during the year the company has granted unsecured loan to one of its subsidiary, S&S Power Switchgear Equipment Limited, a party covered in the register maintained under Section 189 of Companies Act, 2013. The position at the end of the year of the said loan and other short term loan receivables from its another subsidiary is as under

S. No Parties covered under register u/s Amount outstanding 189 of Companies Act, 2013 as at 31st March 2015

1 Acrastyle Power India Limited Rs. 40,974,275

2 S&S Power Switchgear Equipment Limited[ Interest Rs. 20,00,000 Bearing Loan]

3 S&S Power Switchgear Equipment Limited[Non - interest Rs. 375,00,000 bearing Loan]

In our opinion that the receipt of principal and interest on the same are not regular.

In our opinion, the company is in the process of recovering these loans 3(v) In our opinion, the company has not accepted deposits. Hence commenting on the following does not arise

The company's compliance with directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, wherever applicable The nature of contraventions

Whether any order has been passed by the Company Law Board or National Company Law Tribunal and the company's compliance with the same

3 (vi) In our opinion, the company is not required to make and maintain cost records as specified by the Central Government under sub section (1) of section 148 of the Companies Act, 2013.

3(vii)(a) In our opinion, the company is regular in depositing the undisputed statutory dues including provident fund, employees state insurance, income-tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.

3(vii)(b) The Company has disputed the claim on account of statutory enactments at the various forums as set out below

Sl Nature of Statue Nature of Dues Amount as at 31st No. March 2015

1 Central Excise Excise Duty Rs. 3,91,89,657 Act,1944

2 Foreign Trade Differential Rs. 1,72,47,439 Policy Custom Duty

3 Income Tax Act, Tax on Waiver Rs. 92,98,960 1961 of principal portion of Loan by bankers

Sl Period to which Forum where Remarks No. the amount dipute is pending relates

1 1993 to 1997 CESTAT, Chennai The company has made a pre-deposit of Rs 50.00 lacs and is pending adjudication before CESTAT, Chennai.

2 1998 to 1999 DGFT, Delhi Pending before DGFT, Delhi

3 AY 2007-08 ITAT, Chennai Department filed an Appeal against order of CIT (A)

3(vii)(c) In our opinion, there is no amount required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made there under. As a consequence, commenting on such regularity does not arise.

3 (viii) The company has neither incurred cash losses nor does have accumulated losses exceeding 50% of net worth.

3 (ix) In our opinion and based on information given to us, the company does not have dues repayable to financial institution or bank or debenture holders. In such absence, commenting on default, the period and amount does not arise.

3 (x) In our opinion and based on information given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions. In such absence, commenting on whether the terms and conditions are prejudicial does not arise.

3 (xi) The company has not availed any term loans during the financial year. Consequently, commenting on the application of such loans does not arise.

3 (xii) In our opinion and based on information provided to us, no fraud on or by the company has been noticed or reported. As a consequence, commenting on the nature and the amount involved does not arise.

For GSV Associates Chartered Accountants (FRN: 006179S)

B. Karthikeyan Partner Membership No. 224965 Place: Chennai Date: 4th June 2015

---

Mar 31, 2014

1. Report on the Financial Statements

We have audited the accompanying financial statements of S&S Power Switchgear 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.

2. Managements'' 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 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors'' 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 sufficient and appropriate to provide a basis for our audit opinion

4. Disclaimer of Opinion

* The Company has not fulfilled its export obligation as disclosed in Sub-Note - 5.1 of financial statements, in respect of advance licenses availed in earlier years. We were informed that there has been no progress in the writ petition filed in Madras High Court against the order of Director General of Foreign Trade in this regard. We are unable to express any opinion on the possible additional levy against the company and classification of this provision as "Long term"

* Included in investments, loans and advances and other current assets are sums aggregating to Rs 23,78,59,392 invested/advanced to its subsidiary, Acrastyle Power (India) Ltd., for which provisions aggregating to Rs7,21,76,837 have been made. In our opinion, these values of the said investments, loans and advances and other current assets, as stated in the Balance sheet are significantly overstated considering the net worth of Acrastyle Switchgear Limited, U.K, the wholly owned subsidiary of Acrastyle Power (India) Limited, in which the carrying amount of investments and loans and receivables of Acrastyle Power (India) Ltd. Is held, after consideration of the qualified opinion on the carrying amounts of its investments in Acrastyle Power (India) Limited and the consequential effect of a write down in the value of its investment. Accordingly, we believe the values as stated in the Balance sheet should be reduced further which would result in similar reduction in the profit for the year. Consequently we are unable to comment on the adequacy of provision for diminution of investment in the said subsidiary and amounts outstanding in the form of investment, and outstanding from them towards loan and accrued interest.

5. Qualified Opinion arising on the financial statements

Subject to our comments in preceding paragraph, in our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with 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 Account, of the Profit 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.

6. Emphasis of Matter

We draw attention to Note -36 to the financial statements on Investments and Loans made to certain companies. The Resolutions passed by the members on September 2009 under the provisions of section 372A of the Companies Act, 1956 grants permission to the Company to lend/invest in specific companies. However the Board considers that the limits stated in these resolutions are applicable on an overall basis and cannot be applied on a case to case basis. Accordingly, the Board has made/granted Investments/Loans to certain companies beyond the respective limits prescribed by the members in their meeting held on September 2009 but within the overall limits prescribed by the said resolution.

Our opinion is not qualified in respect of this matter. We opine that this emphasis is fundamental to users'' understanding of the financial statements

7. Report on Other Legal and Regulatory Requirements

7.1. 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.

7.2. The company has not appointed whole time Company Secretary as required by section 383A of Indian Companies Act 1956.

7.3. The Company has advanced a sum of Rs.300 lakhs as unsecured loan to one of its subsidiary, and no interest has been accrued on this advance. This is in contravention of sub-section 3 of Section 372A of the Companies Act, 1956

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

a. 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.

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

c. in our opinion and subject to qualified opinion stated in paragraph 4 (Disclaimer of Opinion) above, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956.

d. 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 are 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.

e. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT

Referred to in paragraph 7 Of our report of even date

On the basis of checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

i. (a) The Company has maintained proper records in soft-form to show full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company have been physically verified by the management during the period wherever possible as represented by the management and there have been no material discrepancies.

(c) Disposal of fixed assets during the year is not substantial.

ii. (a) In our opinion based on information available and explanation given to us by the management, physical verification of inventory has been conducted at reasonable intervals by the management.

(b) In our opinion the procedures of physical verification of inventories followed by the management are reasonableand adequate in relation to the size of the company and its nature of its business.

(c) The Company is maintaining proper records of inventory and there was no material discrepancy noticed in physical verification.

iii. (a) During the year, company has not granted any loans to parties covered in the register maintained under section 301 of the Act. However as at the end of the year, the company had short term loan receivable aggregating to Rs 7, 29, 74,275 at the end of the year.

Sl Parties covered u/s 301 Amount No Register outstanding as on 31st March 2014(Rs)

1 Acrastyle Power (India) 4,09,74,275 Limited

2 S & S Power Switchgear 20,00,000 Equipment Limited (Interest bearing loan)

3 S & S Power Switchgear 3,00,00,000 Equipment Limited (Non- Interest bearing loan)

(b) Considering the fact that none of the advances are secured and their respective interest rates, we are of the opinion that the terms of loan are prejudicial to interest of the company.

(c) The company had not realized accrued interest/principal for the above mentioned amount. Consequently, we are of the opinion that the receipt of principal and interest are not regular.

(d) Considering the fact that company had recovered only Rs.33,59,327 leaving a balance of Rs. 7,29,74,275 (PY 7,63,33,602) as shown in Note-15 of Financial Statements. We are of the opinion that the steps taken by the company for recovery is not adequate.

(e) During the financial year, the company has taken unsecured loans from the following parties covered in register maintained u/s 301 of the Act

Sl Parties covered u/s301 Outstanding at the Loan taken/ Outstanding Register beginning of the (repaid) of the year during year the year

1 A K R Finance Limited 50,00,000 -- 50,00,000

2 Hamilton Research & 1,00,00,000 180,00,000 280,00,000 Technology Ltd

3 RPIL Signaling Systems 332,48,919 -- 332,48,919 Limited

(f) Based on information and explanation provided to us, we are of the opinion that rate of interest of the unsecured loans taken by the company from the above parties is not prima facie prejudicial to the interest of the company.

(g) Based on information and explanation provided to us the repayments of loans taken are not regular.

iv. In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the company and the nature of its business, with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the company.

v. (a) The particulars of the contracts or arrangements referred to in Section 301 have been entered in the register required to be maintained under that section.

(b)In our opinion, and according to the information and explanation provided to us, the transactions made in pursuance of contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except Hamilton Research & Technology Ltd and RPIL Signaling Systems Limited, considering the fact that they are unsecured.

vi. During the year the Company has not accepted any deposits from public. Consequently, the directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any relevant provisions of the Act and the rules framed there under, are not applicable to this Company.

vii. The Company has no Internal Audit System commensurate with the size and nature of its business.

viii. Cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) to Section 209 of the Companies Act 1956 for the company.

ix. (a) With the exception of a sum of Rs 10,04,531 (Rs. 12,28,386)due towards Gratuity payable (Refer Note-28 of Financial Statements), the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protectionfund,employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty and other material statutory dues applicable to it.

(b) The Company has disputed the claim on account of statutory enactments at the various forums as set out below.

S. Nature of Nature of Amount as at Period to No Statute Dues 31st March which the 2014 in amount Rs. relates

1 Central Excise Duly 3,91,89,657 1993 to 1997 Act,1944



2 Foreign Differential 1,72,47,439 1998 to 1999 Trade Custom Duty Policy



3 Income Tax Tax on Waiver 92,98,960 AY Act,1961 of principal 2007-08 portion of Loan by bankers

S. Forum Remarks No where dispute is pending

1 CESTAT,Chennai Company preferringan appeal before Madras High court,The company has Pre-deposit Rs 50.00 lacs

2 DGFT,Delhi Matter pending before DGFT,Delhi

3 ITAT,chennai Department filed an Appeal against order of CIT(A)

x. In our opinion,the accumulated loss of the company has not exceeded its 50% of the net worth as at the end of the reporting period. The company has not incurred cash loss during the reporting period but had incurred cash loss during the previous financial year.

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debentures holders.

xii. During the year, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xiv. The company is not dealing in or trading in shares securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xv. The company had not given any guarantee for loans taken by others from bank or financial Institutions.

xvi. The company has not availed any term loans during the year. Consequently, commenting on the application of such loansdo not arise.

xvii. According to the cash flow statement and other records examined by us and the information and explanations given to us. On an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have prima facie been used during the year for long term investments purposes.

xviii. According to the information and explanations given to us, the company has not made preferential allotment of shares any company covered in the register maintained under section 301 of the Act and in our opinion commenting on the price at which the shares have been issued does not arise.

xix. According to the information and explanations given to us during the year covered by our audit report, the company has not issued got any debentures consequently reporting on the creation of security for such debentures do not arise.

xx. The company has not raised any money by way of Public Issue during the year. Therefore, commenting on the end use of such funds does not arise.

xxi. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the financial year.

For GSV Associates. Chartered Accountants [Firm''s Registration Number: 006179S]

M.R.Venkatesh

Partner Membership Number.201407

Place: Chennai Date: 30.05.2014

---

Mar 31, 2012

1. We have audited the attached Balance sheet of S&S Power Switchgear Limited, as at 31st March 2012, the Profit and Loss Account and Cash Flow Statement for year ended on that date annexed thereto, which we have signed under reference to this report. 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.

2. We have 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 that 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 the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our- opinion.

3. As required by the Companies (Auditor's report) Order, 2003, as amended by the companies (Auditor's Report)(Amendment)Order,2004, issued by the Central Government of India in terms of Section 227(4A) of The Companies Act, 1956 and on the basis of such checks as considered appropriate, and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

4, Further to our Comments in the Annexure referred to in paragraph 3 above, we report that,

i. The company has not fulfilled its export obligations as disclosed in Note 36 & 40 of financial statements, in respect of two advance licenses availed in earlier years. Consequently, we are unable to express any opinion on the possible additional levy against the company.

ii. The company has provided a sum of Rs.236.10 lakhs as disclosed in Note 39 of financial statements, during the year on the exposure in its subsidiary Acrastyle Power (India) Limited in the form of investments aggregating to Rs.1716.54 lakhs and loans and interest receivable aggregating to Rs.605.67 lakhs. We are unable to express an opinion on the adequacy of the provision recognizing the diminution in the value of investments and doubtfulness of the recovery of the loans.

iii. The company has made provision for doubtful deposits Rs.6.74 Lakhs against certain long term loans and advances aggregating to Rs. 29.03 Lakhs. We are unable comment on the adequacy of the provision made and consequential impact of financial results for the year and net asset position.

iv. Subject to Note 38 to financial statements, we

have obtained all information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

v. In our opinion, the company has kept proper books of accounts as required by law so far, as it appears from our examination of those books

vi. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the Books of Accounts.

vii. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable, except the following:

a) Short provisioning of Rs.2.33 Lakhs between the actuarial gratuity liability and liability recognized in the books.

viii. On the basis of written representations received from the directors, and taken on record by the Board of Directors, we report that none of the director of the company is disqualified as at 31st March 2012 from being appointed as director in terms of section 274 (1) (g) of the Act.

ix. Subject to our observation above in our

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

said accounts, the information required by the Companies Act, 1956, in the manner so required and give q true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, the State of Affairs of the Company as at 31st March 2012.

b) In the case of the Profit and Loss Account, the LOSS of the company for the year ended on that date. „

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

ANNEXURE TO THE AUDITOR'S REPORT

Annexure referred to in paragraph 3 of the auditor's report of even date to the members of S&S Power switchgear Limited on the Financial Statements for the period ended 31s' March 2012.

i. (a) The Company has maintained proper records

in soft - form to show full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company have been physically verified by the management during the period wherever possible as represented by the management and there have been no material discrepancies and to comment on the material discrepancies between the book records and the physical inventory of fixed assets does not arise

(c) During the period, substantial part of fixed assets have not been disposed off by the Company.

ii. (a) In our opinion based on the information

available and explanation given to us by the management, physical verification of inventory has been conducted at reasonable interval by the management,

(b) Based on above the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business,

(c) The Company is maintaining proper records of inventory and there no material discrepancies noticed in physical verification.

iii. The Company has not granted loans to a party covered in the register maintained under section 301 of the Act.

The company has not taken loan from companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the reporting year, But the Company has repaid the outstanding loan taken during the previous financial years aggregating to Rs.40 lakhs. In our opinion the rate of interest and other terms and conditions underlying the loan are not prima facie prejudicial to the interests of the company.

iv. In our opinion ond according to the information and explanations given to us, there exists an adequqte internql control system commensurate with the size of the company and the nature of its business, with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the company.

v. (a) According to the information and explanations

given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. During the period the Company has not accepted any deposits from public, hence the directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any relevant provisions of the Act and the rules framed there under, .are not applicable to this Company.

vii. The company does not have an internal audit system.

viii. According to the information provided to us, the Central Government has not prescribed the maintenance of Cost records u/s 209(1) (d) of the Companies Act for the reporting period.

ix. (a) The company is regular in depositing with

appropriate authorities undisputed statutory dues including provident fund, investor education fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty and other material statutory dues applicable to it, subject to note 29 of the financial statements,

(b) The Company has disputed the claim on account of statutory enactments at the various forums as set out in Note-27 to the financial statements

x. In our opinion, the accumulated losses of the company are not more than fifty per cent of its net worth. Further, the company has not incurred cash losses during the financial year covered by our audit and also no cash loss incurred in the immediately preceding financial period,

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debentures holders.

xii. During the period, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xiv. In our opinion, the company is not dealing in or trading in shares securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

xv. During the period under review, the company has not issued any fresh guarantee for loans taken by others from banks and financial Institutions.

xvi. No fresh term loans have been obtained during the reporting period.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment.

xviii. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act,

xix. According to the information and explanations given to us during the period covered by our audit report, the company has not issued debentures.

xx. The company has not raised any money by way of Public Issue during the period. Therefore, commenting on the end use of such funds does not arise.

xxi. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For GSV Associates Chartered Accountants Firm No. 006179S M R Venkatesh

Date : August 23, 2012 Partner

Place : Chennai m. No. 201407

---

Mar 31, 2010

1. We have audited the attached Balance sheet of S&S Power Switchgear Limited, as at 31st March 2010, the Profit and Loss Account and Cash Flow Statement for year ended on that date annexed thereto, which we have signed under reference to this report. 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.

2. We have 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 that 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 the management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors report) Order, 2003, as amended by the companies (Auditor s Report)(Amendment)Order,2004, issued by the Central Government of India in terms of Section 227(4A) of The Companies Act, 1956 and on the basis of such checks as considered appropriate, and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

4. Further to our Comments in the Annexure referred to in paragraph 3 above, we report that,

i. We are unable to express any opinion on the recoverability of the advances made to a company aggregating to Rs.19.67 lakhs.

ii. The company has not fulfilled its export obligations as disclosed in para 15(i) of schedule 14 - Notes on accounts, in respect of two advance licenses availed in earlier years. Consequently, we are unable to express any opinion on the possible additional levy against the company.

iii. The auditors of a subsidiary, Acrastyle Power (India) Limited have expressed an adverse opinion in their audit report. Consequently, we are unable to express any opinion on:

a. Investment of Rs.1,721.54 lakhs in the subsidiary, Acrastyle Power (India) Limited

b. Loan and interest outstanding aggregating to Rs.557.83 lakhs from the subsidiary, Acrastyle Power (India) Limited

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

v. In our opinion, the company has kept proper books of accounts as required by law so far, as it appears from our examination of those books.

vi. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the Books of Accounts.

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

viii. On the basis of written representations received from the directors, and taken on record by the Board of Directors, we report that none of the director of the company is disqualified as at 31st March 2010 from being appointed as director in terms of section 274 (1) (g) of the Act.

ix. Subject to our observation contained in para (i), (ii) and (iii) above, in our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto, give in the prescribed manner, 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:

a) In the case of the Balance Sheet, the State of Affairs of the Company as at 31st March 2010.

b) In the case of the Profit and Loss Account, the LOSS of the company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph 3 of the auditors report of even date to the members of S&S Power switchgear Limited on the Financial Statements for the period ended 31st March 2010.

i. (a) The Company has maintained proper records in soft – form to show full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company have been physically verified by the management during the period and no material discrepancies between the book records and the physical inventory of fixed assets have been noticed.

(c) During the period, a substantial part of fixed assets have been disposed off by the Company, however such disposal does not affect the going concern nature of the company.

ii. (a) In our opinion based on the information available and explanation given to us by the management,

physical verification of inventory has been conducted at reasonable interval by the management.

(b) In our opinion the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The Company is maintaining proper records of inventory and there was no material discrepancy noticed in physical verification.

iii. The Company has not granted any loans either secured or unsecured to parties covered in the register maintained under section 301 of the Act. The company has taken loan from two companies covered in the register maintained under Section 301 of the Companies Act, 1956 aggregating to Rs.255 lakhs. The rate of interest and other terms and conditions underlying the loan are not prima facie prejudicial to the interests of the company and there are no overdue loans.

iv. In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the company and the nature of its business, with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the company.

v. (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the period have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. During the period the Company has not accepted any deposits from public, hence the directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any relevant provisions of the Act and the rules framed there under, are not applicable to this Company.

vii. In our Opinion, the Company has an Internal Audit System commensurate with the size and nature of its business.

viii. According to the information provided to us, the Central Government has not prescribed the maintenance of Cost records u/s 209(1) (d) of the Companies Act for the reporting period.

ix. (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty and other material statutory dues applicable to it, subject to para 16 to Schedule 14 – Notes on accounts.

(b) The Company has disputed the claim on account of certain statutory enactments at the various forums as set out in para 12 to Schedule 14 – Notes on accounts.

x. In our opinion, the accumulated losses of the company are not more than fifty per cent of its net worth. Further, the company has not incurred cash losses during the financial year covered by our audit but no cash loss in the immediately preceding financial period.

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debentures holders.

xii. During the period, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion, the company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xiv. In our opinion, the company is not dealing in or trading in shares securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

xv. During the period under review, the company has not issued any fresh guarantee for loans taken by others from banks and financial Institutions.

xvi. No fresh term loans have been obtained during the reporting period.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long- term investment.

xviii. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the company.

xix. According to the information and explanations given to us during the period covered by our audit report, the company has not issued debentures.

xx. The company has not raised any money by way of Public Issue during the period. Therefore, commenting on the end use of such funds does not arise.

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

FOR GSV ASSOCIATES

Chartered Accountants

Firm No.006179S

M R VENKATESH

PARTNER M No: 201407

Place : Chennai

Date : 25th August, 2010