Auditor Report of Salzer Electronics Ltd.

Mar 31, 2025

We have audited the accompanying standalone Ind AS
financial statements of Salzer Electronics Limited (“the
Company”), which comprise the Standalone Balance
sheet as at March 31, 2025, the Standalone

Statement of Profit and Loss (Including other
comprehensive income), the Standalone Statement of
changes in Equity and the Standalone Statement of
Cash Flows for the year ended on that date, including a
summary of material accounting policies, notes to the
financial statements, 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 Ind AS 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 March 31, 2025, its profit, total
comprehensive income, changes in equity and its cash
flows for the year ended on that date.

We conducted our audit of the standalone Ind AS
financial statements in accordance with the Standards
on Auditing (SAs) specified under section 143(10) of the
Act. Our responsibilities under those SA’s are further
described in the “Auditor''s Responsibilities for the Audit
of the Standalone Ind AS 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 requirement that are relevant
to our audit of the standalone Ind AS financial
statements under the provisions of the Act and the
rules made there under, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements and the ICAI''s Code of Ethics. We believe
that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion
on the standalone Ind AS financial statements.

Key audit matters

Key audit matters are those matters that, in our
professional judgement, were of most significance in our
audit of the standalone Ind AS financial statements of
the current period. These matters were addressed in
the context of our audit of the standalone Ind AS
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

Basis for Opinion
Sr.No	Key Audit Matter	How the Matter was Addressed in our Audit
1.	Accuracy of recognition measurement, presentation and disclosures of revenues and other related balances in view of adoption of Ind AS 115- ‘Revenue from Contracts with Customers’ Revenue is a significant line item in the financial statements of the Company and is a key performance indicator for stakeholders. The Company recognises revenue from sale of goods/rendering of services, in accordance with Ind AS 115-''Revenue from Contracts with Customers’ The application of Ind AS 115 involves significant judgement in identifying performance obligations, determining the timing and accuracy of revenue recognition (at a point in time or over time), assessing transaction prices including variable consideration, and evaluating contract terms such as warranties, discounts or rebates. Given the volume and complexity of contracts, the significance of revenue to the financial statements, and the judgements required, we identified revenue recognition as a key audit matter.	Our audit procedures included, among others: • Obtaining an understanding of the Company''s revenue recognition policies and assessing compliance with Ind AS 115 • Evaluating the design and implementation of relevant internal controls over revenue recognition • Performing substantive testing on selected contracts to assess the appropriateness of revenue recognition, including terms and conditions, performance obligations, and timing of transfer of control • Testing cut-off procedures and reviewing transactions around year-end to ensure revenue is recognised in the appropriate accounting period • Evaluating the estimates of variable consideration (e.g. discounts, rebates, penalties) and assessing the reasonableness of management''s assumptions • Reviewing the adequacy of disclosures in the financial statements relating to revenue recognition and associated judgements

Sr.No	Key Audit Matter	How the Matter was Addressed in our Audit
2.	Assessment of carrying value of goodwill as per Ind AS 36 (Refer Note 5 to the Standalone financial Statements) The Company has a goodwill balance of Rs 93.42 Lakhs as at March 31, 2025 relating to the acquisition of business, which is considered as a Cash Generating Unit (CGU). Under Ind AS 36, “Impairment of Assets'', the Company is required to test Goodwill for impairment at least annually, or more frequently, if indicators of impairment exist. For the year ended March 31, 2025, the company performed an assessment of the carrying value of goodwill as required under Ind AS 36 by: • Calculating the recoverable amount for CGU using a discounted cash flow model (DCF model). • Comparing the recoverable amount of the respective carrying amount of assets and liabilities. The preparation of discounted cash flows requires assumptions for projections of cash flows for a specific period, typically for 5 years. A terminal growth rate is applied in determining the terminal value. • We considered the carrying value of goodwill as a key audit matter, considering its significance to the standalone financial statements, and where applicable, the Management judgement involved in estimating future cash flows, particularly with respect to factors such as discount rates, cash flow projections and terminal growth rates which are affected by future market and economic conditions and hence, are inherently uncertain.	Our Audit Procedures included, among others: • Evaluating the design and implementation of controls over management''s impairment testing process • Assessing the appropriateness of the methodology used by management for impairment testing in accordance with Ind AS 36 • Understanding the cash flow projections and assumptions used in the DCF model, testing the mathematical accuracy and reviewing the report of the management expert • Involving valuation specialists to assess the appropriateness of the valuation model and key assumptions used by management • Performing sensitivity analyses to assess the potential impact of changes in key assumptions on the recoverable amounts • Considering the adequacy of disclosures in the Standalone Financial Statements regarding the assumptions and sensitivities in the goodwill impairment assessment
3.	Impairment assessment of carrying value of investment in Salzer Kostad EV Chargers Private Limited. The Company''s Investment in Salzer Kostad EV Chargers Pvt. Ltd., a subsidiary of the Company, aggregates to Rs.83.00 Lakhs as at March 31, 2025. The Management has concluded that the entire investment is impaired on assessment of the investment for impairment in accordance with Ind AS 36. This area was considered a Key Audit Matter because the determination of recoverable amount involves significant management judgement, including assumptions about the subsidiary''s future business prospects.	Our Audit Procedures included, among others: • Evaluating the management''s identification of indicators of impairment and their rationale for conducting the impairment test • Reviewing historical forecasting accuracy and comparing actual performance against past projections • The impairment was triggered by a combination of factors, including project delays and the fact that the company has not commenced commercial operations. • Assessing the adequacy of disclosures made in the Standalone Financial Statements in accordance with Ind AS 36, including the assumptions used and sensitivity disclosures.

Other Information

The Company''s Management and Board of Directors are
responsible for the preparation of the other information.
The other information comprises of the information
included in the Management Discussion and Analysis,
Board''s report including Annexure to Boards Report,
Business Responsibility Report, Corporate Governance
Shareholder''s Information and other information
included in the Annual Report but does not include the
Standalone Ind AS Financial Statements and our
Auditor''s Report thereon.

Our opinion on the Standalone Ind AS Financial
Statements does not cover the other information and
we do not express any form of assurance and conclusion
thereon.

In connection with our audit of the Standalone Ind AS
Financial Statement, our responsibility is to read the
other information Identified above when it becomes
available and in doing so, consider whether the other
information is materially inconsistent with the
Standalone Ind AS Financial Statements or other
information obtained during the course of our audit or
otherwise appearto 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 Ind AS Financial
Statements

The Company''s Board of Directors are responsible for
the matters stated in Section 134(5) of the Act with
respect to the preparation of these Standalone Ind AS
Financial Statements that give a true and fair view of
the financial position, financial performance, total
comprehensive income, changes in equity and cash
flows of the Company in accordance with accounting
principles generally accepted in India, including the
Indian Accounting Standards specified under section
133 of the Act. This responsibility also includes
maintenance of adequate accounting records in
accordance with the provisions of the Act for
safeguarding of the assets of the Company and for
preventing and detecting frauds and other
irregularities; selection and application of appropriate
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 Standalone Ind AS 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 Ind AS Financial
Statements, management is responsible for assessing
the Company''s ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of
accounting unless management either intends to

liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

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

Auditor''s Responsibilities for the Audit of the
Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance
about whether the Standalone Ind AS 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 Ind AS Financial Statements.

A further description of the auditor''s responsibilities for
the audit of the Standalone Ind AS Financial Statements
is included in Annexure “A”. This description forms part
of our Auditor''s Report.

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 “B” 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, based on
our Audit, 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 Standalone Balance Sheet, the Standalone
Statement of Profit and Loss including Other
Comprehensive Income, the Standalone
Statement of Changes in Equity, and the
Standalone Cash Flow Statement dealt with by
this Report are in agreement with the relevant
books of account.

d) In our opinion, the aforesaid Standalone Ind AS
Financial Statements comply with the Ind AS
specified under Section 133 of the Act, read
with Rule 7 of the Companies (Accounts) Rules,
2014.

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

f) With respect to the adequacy of the internal
financial controls over financial reporting of the
Company and the operating effectiveness of such
controls, refer to our separate Report in
“Annexure C”. Our report expresses an
unmodified opinion on the adequacy and
operating effectiveness of the Company''s
internal financial controls over financial
reporting.

g) With respect to the other matters to be included
in the Auditor''s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, 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 44 to Standalone Financial Statements.

ii. The Company was not required to recognize a
provision as at March 31, 2025 under the
applicable law or Indian Accounting
Standards, as it does not have any material
foreseeable losses on long-term contract.
The Company did not have any derivative
contracts as at March 31,2025.

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 their knowledge and belief, no
funds (which are material either individually or
in the aggregate) have been advanced or
loaned or invested (either from borrowed
funds or share premium or any other sources
or kind of funds) by the Company to or in any
other person or entity, including foreign entity
("Intermediaries"), with the understanding,
whether recorded in writing or otherwise,
that the Intermediary shall, directly or
indirectly lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Company or any of such
subsidiaries ("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 their knowledge and belief, no
funds (which are material either individually or
in the aggregate) have been received by the
Company from any person or entity, including
foreign entity ("Funding Parties"), with the
understanding, whether recorded in writing
or otherwise, that the Company shall, directly

or indirectly, lend or invest in other persons or
entities identified in any manner

whatsoever by or on behalf of the Funding
Party or provide any guarantee, security or
the like on behalf of the Ultimate
Beneficiaries.

c) Based on the audit procedures that have been
considered reasonable and appropriate in the
circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (I) and (ii) of
Rule 11(e), as provided under (a) and (b)
above, contain any material misstatements

v. a) The final dividend proposed in the previous year,
declared and paid by the Company during the
year is in accordance with Section 123 of the
Act, as applicable.

b) The Board of Directors of the Company have
proposed final dividend for the year which is
subject to the approval of the members at the
ensuing Annual General Meeting. The amount
of dividend proposed is in accordance with
section 123 of the Act, as applicable.

vi. The reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 is applicable
from 1st April, 2023

Based on our examination which included test
checks, the Company has used an accounting
software for maintaining its books of account,
which has a feature of recording audit trail (edit
log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the software.

Further, during the course of our audit, we did
not come across any instance of audit trail
feature being tampered with.

Additionally, the audit trail, has been preserved
by the Company as per the statutory
requirements for record retention.

3) 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.

In Terms Of Our Report Of Even Date

For SWAMY & RAVI

Chartered Accountants
FRN No.004317S

Place: Coimbatore

Date : May 24,2025 S. ALAMELU

Partner

UDIN NO.: 25223555BMINWR9832 Memb. No. 223555

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Mar 31, 2024

We have audited accompanying standalone Ind AS financial statements of Salzer Electronics Limited (“the Company”), which comprise of the balance sheet as at March 31, 2024, the statement of Profit and Loss (Including other comprehensive income), the Statement of changes in Equity and the Statement of Cash Flows for the year ended on that date, including a summary of material accounting policies, notes to the financial statements, 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 Ind AS 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 March 31, 2024, its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis of Opinion

We conducted our audit of the standalone Ind AS

financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Ind AS 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 independent requirement that are relevant to our audit of the standalone Ind AS financial statements under the provisions of the Act and the rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone Ind AS financial statements of the current period. These matters were addressed in the context of our audit of the standalone Ind AS 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

Sr.No	Key Audit Matter	Auditor''s Response
1.	Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in view of adoption of Ind AS 115 “Revenue from Contracts with Customers” The application of this revenue accounting standard involves certain key judgements relating to identification of distinct performance obligations, determination of transaction price of the identified performance obligations, the appropriateness of the basis used to measure revenue recognized over a period. Additionally, this revenue accounting standard contains disclosures which involves collation of information in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date	Principal Audit Procedures We assessed the Company''s process to identify the impact of adoption of the revenue accounting standard. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows:. • Evaluated the design of internal controls relating to implementation of the new revenue accounting standard. • It is observed that transaction price charged is ex works price and revenue is booked at the time of dispatch of the goods. • The above method followed by the Company is in line with the provisions of Ind AS 115-''Revenue from contracts with customers'' Conclusion: We agree with the management''s evaluation.
2.	Accuracy of revenues and onerous obligations in respect of fixed price contracts.	Principal Audit Procedures In the process of verifying the accuracy of recognition of revenues of fixed price contracts, we have undertaken the following audit approach • Understood, evaluated and tested the key controls over the recognition of revenue from fixed price

Sr.No	Key Audit Matter	Auditor''s Response
		contracts. We selected a sample of transactions and • Agreed the applied tariff to the respective terms in the contract. • Tested revenue calculations and agreed the revenue recognized to the underlying accounting records. Conclusion: We agree with the management''s evaluation.
3.	Assessment of carrying value of investments The Company has invested in listed equity instruments. We consider this a key audit matter given the relative significance of the value of investments.	Our procedures in relation to assessing the carrying value of investments include the following observations. • The equity investments are carried at fair value as on 31st March, 2024 except investment in subsidiary valued at cost. • The investments in unquoted equity instruments are carried at cost. During the year the company has made new investments and sold some existing investments. • The Company has also invested in equity oriented mutual funds, and the same has also been recognized at fair market value as on 31st March, 2024. Conclusion: We agree with the management''s evaluation
4.	Impairment assessment of carrying value of Investment in Kaycee Industries limited The Company''s investment in Kaycee Industries Limited, a subsidiary of the Company, aggregates to Rs. 1,628.83 Lakhs as at March 31,2024. KCL is engaged in the business of manufacture and sale of Industrial Switchgears. The carrying value of investment is greater than the net worth of the subsidiary as at March 31, 2024 which is an indicator of potential impairment of this investment and accordingly an impairment assessment has been performed by the Management. This is a key audit matter as the investment is significant to the financial statements and Management judgement is required in certain key areas such as discount and growth rates in estimating future cash flows prepared by the Company along with the Management''s valuer to support the carrying value of its investment.	Our audit procedures included the following: • Understanding and evaluating the design and testing the operating effectiveness of key controls in relation to the impairment testing Model. • Assessing the Model and evaluating the independence, competence, capabilities and objectivity of the management''s valuer • Assessing the historical accuracy of the Company''s forecasts by comparing the forecasts used in the prior year models with the actual performance in the current year. • Testing the mathematical accuracy of the underlying calculations and agreeing the forecasts for the ensuing year with the latest Board approved budgets. • Evaluating, along with the auditor''s experts, the key assumptions such as discount rate and growth rate used in the Model. • Performing sensitivity tests on the Model for a range of certain assumptions, such as discount rate and growth rate. • Evaluating adequacy of the disclosures made in the financial statements. Based on the procedure, we did not identify any material exceptions in the impairment assessment carried out by the management in respect of the carrying value of its investment Kaycee Industries Limited. Conclusion: We agree with the management''s evaluation.

Sr.No	Key Audit Matter	Auditor''s Response
5.	Assessment of carrying value of goodwill as per Ind AS 36 (Refer Note 1 (vii) to the Standalone financial Statements) The Company has a goodwill balance of Rs 135.25 Lakhs as at March 31, 2024 relating to the acquisition of business, which is considered as a Cash Generating Unit (CGU). For the year ended March 31, 2024, the company performed an assessment of the carrying value of goodwill as required under Ind AS 36 by: • Calculating the recoverable amount for CGU using a discounted cash flow model (DCF model). • Comparing the recoverable amount of the respective carrying amount of assets and liabilities. The preparation of discounted cash flows requires assumptions for projections of cash flows for a specific period, typically for 5 years. A terminal growth rate is applied in determining the terminal value. • We considered the carrying value of goodwill as a key audit matter, considering its significance to the consolidated financial statements, and where applicable, the Management judgement involved in estimating future cash flows, particularly with respect to factors such as discount rates, cash flow projections and terminal growth rates	Our audit procedures in relation to assessment of carrying value of goodwill arising on consolidation of subsidiary company, included the following: • Understood and performed procedures to assess the design and test the operating effectiveness of relevant controls related to the annual evaluation on assessment of carrying value of goodwill. • Together with auditor''s valuation experts, evaluated the assumptions and methodologies used in the DCF models, in particular those relating to the cash flow projections used, discount rates and terminal growth rates applied, by: a. Evaluating the reasonableness of the cash flow projections by comparing with the approved budgets, previous year performance and our knowledge and understanding of current business conditions. b. Determining a range of acceptable discount rates and terminal growth rates, with reference to valuations of similar companies and other relevant external data, and comparing this range to the discount rates and terminal growth rates adopted by the Company. c. Performing sensitivity tests on the DCF Model by analysing the impact of using other possible growth rates and discount rates within a reasonable and foreseeable range. d. Tested the arithmetical accuracy of the calculations carried out by the Management. Based on above procedures performed, we found the management''s assessment of carrying value of goodwill to be reasonable.
6.	Allowance for credit losses The Company determines the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions. The Company considered current and anticipated future economic conditions relating to industries the Company deals with and the countries where it operates. In calculating expected credit loss, the Company has also considered credit reports and other related credit information for its customers to estimate the probability of default in future We identified allowance for credit losses as a key audit matter because the Company exercises significant judgment in calculating the expected credit losses. Refer Note No: 45 to the Standalone Ind AS financial statements	Our audit procedures related to the allowance for credit losses for trade receivables and unbilled revenue included the following, among others: We tested the effectiveness of controls over the (1) development of the methodology for the allowance for credit losses, including consideration of the current and estimated future economic conditions (2) completeness and accuracy of information used in the estimation of probability of default and (3) computation of the allowance for credit losses. For a sample of customers: We tested the input data such as credit reports and other credit related information used in estimating the probability of default by comparing them to external and internal sources of information. We tested the mathematical accuracy and computation of the allowances by using the same input data used by the Company. Conclusion: We agree with the management''s evaluation

Standalone Ind AS Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors are responsible for the preparation of the other information. The other information comprises of the information included in the

Management Discussion and Analysis, Board''s report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the standalone Ind AS financial statements and our auditor''s report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance and conclusion thereon.

In connection with our audit of the standalone Ind AS financial statement, our responsibility is to read the other information and in doing so, consider whether the other information is materially inconsistent with the standalone Ind AS financial statements or other information obtained during the course of our audit or otherwise appearto 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 Ind AS Financial Statements

The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate 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 Standalone Ind AS 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 Ind AS financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 Ind AS financial statements.

A further description of the auditor''s responsibilities for the audit of the standalone Ind AS financial statements is included in Annexure “A”. This description forms part of our auditor''s report.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on

our Audit, 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 account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure C”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements Refer Note 41 to Standalone Financial Statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts - Refer Note 8 to Standalone Financial Statements

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

(a) The Management has represented that, to the best of their knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company or any of such subsidiaries ("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 their knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries")

or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatements

iv. (a) The final dividend proposed in the previous

year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

(b) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

v. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1st April, 2023

Based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with.

As provision to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

2) 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 “C” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

In Terms Of Our Report Of Even Date

For. JDS ASSOCIATES

Chartered Accountants FRN:008735S

Place: Coimbatore

Date : May 28,2024 B. JAYARAM

Partner

UDIN NO.: 24028346BKBOGJ5218 Memb.No. 028346

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Mar 31, 2023

We have audited accompanying standalone Ind AS financial statements of Salzer Electronics Limited (“the Company”), which comprise of the balance sheet as at March 31, 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 ended on that date, including a summary of significant accounting policies, notes to the financial statements, 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 Ind AS 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 March 31, 2023, its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis of Opinion

We conducted our audit of the standalone Ind AS

financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Ind AS 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 independent requirement that are relevant to our audit of the standalone Ind AS financial statements under the provisions of the Act and the rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone Ind AS financial statements of the current period. These matters were addressed in the context of our audit of the standalone Ind AS 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

Sr.No	Key Audit Matter	Auditor''s Response
1.	Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in view of adoption of Ind AS 115 “Revenue from Contracts with Customers” The application of this revenue accounting standard involves certain key judgements relating to identification of distinct performance obligations, determination of transaction price of the identified performance obligations, the appropriateness of the basis used to measure revenue recognized over a period. Additionally, this revenue accounting standard contains disclosures which involves collation of information in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date	Principal Audit Procedures We assessed the Company''s process to identify the impact of adoption of the revenue accounting standard. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows:. • Evaluated the design of internal controls relating to implementation of the new revenue accounting standard. • It is observed that transaction price charged is ex works price and revenue is booked at the time of dispatch of the goods. • The above method followed by the Company is in line with the provisions of Ind AS 115-''Revenue from contracts with customers'' Conclusion: We agree with the management''s evaluation.
2.	Accuracy of revenues and onerous obligations in respect of fixed price contracts.	Principal Audit Procedures In the process of verifying the accuracy of recognition of revenues of fixed price contracts, we have undertaken the following audit approach • Understood, evaluated and tested the key controls over the recognition of revenue from fixed price

Sr.No	Key Audit Matter	Auditor''s Response
		contracts. We selected a sample of transactions and • Agreed the applied tariff to the respective terms in the contract. • Tested revenue calculations and agreed the revenue recognized to the underlying accounting records. Conclusion: We agree with the management''s evaluation.
3.	Assessment of carrying value of investments The Company has invested in listed equity instruments. We consider this a key audit matter given the relative significance of the value of investments.	Our procedures in relation to assessing the carrying value of investments include the following observations. • The equity investments are carried at fair value as on 31st March, 2023. • Due to market fluctuation, there has been significant value reduction in the equity investments. • The Company has also invested in equity oriented mutual funds, and the same has also been recognized at fair market value as on 31st March, 2023. Conclusion: We agree with the management''s evaluation
4.	Impairment assessment of carrying value of Investment in Kaycee Industries limited The Company''s investment in Kaycee Industries Limited, a subsidiary of the Company, aggregates to Rs. 1,636.47 Lakhs as at March 31,2023. KCL is engaged in the business of manufacture and sale of Industrial Switchgears. The carrying value of investment is greater than the net worth of the subsidiary as at March 31, 2023 which is an indicator of potential impairment of this investment and accordingly an impairment assessment has been performed by the Management. This is a key audit matter as the investment is significant to the financial statements and Management judgement is required in certain key areas such as discount and growth rates in estimating future cash flows prepared by the Company (the Model) along with the Management''s valuer to support the carrying value of its investment.	Our audit procedures included the following: • Understanding and evaluating the design and testing the operating effectiveness of key controls in relation to the impairment testing Model. • Assessing the Model and evaluating the independence, competence, capabilities and objectivity of the management''s valuer • Assessing the historical accuracy of the Company''s forecasts by comparing the forecasts used in the prior year models with the actual performance in the current year. • Testing the mathematical accuracy of the underlying calculations and agreeing the forecasts for the ensuing year with the latest Board approved budgets. • Evaluating, along with the auditor''s experts, the key assumptions such as discount rate and growth rate used in the Model. • Performing sensitivity tests on the Model for a range of certain assumptions, such as discount rate and growth rate. • Evaluating adequacy of the disclosures made in the financial statements. Based on the procedure performed , we did not identify any material exceptions in the impairment assessment carried out by the management in respect of the carrying value of its investment Kaycee Industries Limited. Conclusion: We agree with the management''s evaluation

Sr.No	Key Audit Matter	Auditor''s Response
5.	Assessment of carrying value of goodwill as per Ind AS 36 (Refer Note 1 (viil to the Standalone financial Statements) The Company has a goodwill balance of Rs 190.72 Lakhs as at March 31, 2023 relating to the acquisition of business, which is considered as a Cash Generating Unit (CGU). For the year ended March 31, 2023, the company performed an assessment of the carrying value of goodwill as required under Ind AS 36 by: • Calculating the recoverable amount for CGU using a discounted cash flow model (DCF model). • Comparing the recoverable amount of the respective carrying amount of assets and liabilities. The preparation of discounted cash flows requires assumptions for projections of cash flows for a specific period, typically for 5 years. A terminal growth rate is applied in determining the terminal value. • We considered the carrying value of goodwill as a key audit matter, considering its significance to the consolidated financial statements, and where applicable, the Management judgement involved in estimating future cash flows, particularly with respect to factors such as discount rates, cash flow projections and terminal growth rates	Our audit procedures in relation to assessment of carrying value of goodwill arising on consolidation of subsidiary company, included the following: • Understood and performed procedures to assess the design and test the operating effectiveness of relevant controls related to the annual evaluation on assessment of carrying value of goodwill. • Together with auditor''s valuation experts, evaluated the assumptions and methodologies used in the DCF models, in particular those relating to the cash flow projections used, discount rates and terminal growth rates applied, by: a. Evaluating the reasonableness of the cash flow projections by comparing with the approved budgets, previous year performance and our knowledge and understanding of current business conditions. b. Determining a range of acceptable discount rates and terminal growth rates, with reference to valuations of similar companies and other relevant external data, and comparing this range to the discount rates and terminal growth rates adopted by the Company. c. Performing sensitivity tests on the DCF Model by analysing the impact of using other possible growth rates and discount rates within a reasonable and foreseeable range. d. Tested the arithmetical accuracy of the calculations carried out by the Management. Based on above procedures performed, we found the management''s assessment of carrying value of goodwill to be reasonable.
B.	Allowance for credit losses The Company determines the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions. The Company considered current and anticipated future economic conditions relating to industries the Company deals with and the countries where it operates. In calculating expected credit loss, the Company has also considered credit reports and other related credit information for its customers to estimate the probability of default in future and has taken into account estimates of possible effect from the pandemic relating to COVID-19. We identified allowance for credit losses as a key audit matter because the Company exercises significant judgment in calculating the expected credit losses. Refer Note No: 46 to the Standalone Ind AS financial statements	Our audit procedures related to the allowance for credit losses for trade receivables and unbilled revenue included the following, among others: We tested the effectiveness of controls over the (1) development of the methodology for the allowance for credit losses, including consideration of the current and estimated future economic conditions (2) completeness and accuracy of information used in the estimation of probability of default and (3) computation of the allowance for credit losses. For a sample of customers: We tested the input data such as credit reports and other credit related information used in estimating the probability of default by comparing them to external and internal sources of information. We tested the mathematical accuracy and computation of the allowances by using the same input data used by the Company. Conclusion: We agree with the management''s evaluation

Standalone Ind AS Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors are responsible for the preparation of the other information. The other information comprises of the information included in the Management Discussion and Analysis, Board''s report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the standalone Ind AS financial statements and our auditor''s report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance and conclusion thereon.

In connection with our audit of the standalone Ind AS financial statement, our responsibility is to read the other information and in doing so, consider whether the other information is materially inconsistent with the standalone Ind AS financial statements or other information obtained during the course of our audit or otherwise appearto 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 Ind AS Financial Statements

The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate 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 Standalone Ind AS 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 Ind AS financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using

the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 Ind AS financial statements.

A further description of the auditor''s responsibilities for the audit of the standalone Ind AS financial statements is included in Annexure “A”. This description forms part of our auditor''s report.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on

our Audit, 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 account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in

"Annexure C”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements Refer Note 31.1 to Standalone Financial Statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts - Refer Note 19 to Standalone Financial Statements

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

(a) The Management has represented that, to the best of their knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any

manner whatsoever by or on behalf of the Company or any of such subsidiaries ("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 their knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatements

iv. (a) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

(b) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

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

In Terms Of Our Report Of Even Date

For. JDS ASSOCIATES Chartered Accountants FRN:008735S

Place: Coimbatore

?ate : May 24,2023 B. JAYARAM

Partner

UDIN NO.: 23028346BGRPPI8938 Memb.No. 028346

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Mar 31, 2018

REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

We have audited the accompanying standalone IND AS financial statements of SALZER ELECTRONICS Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flow for the year then ended, and a summary of the significant accounting policies and other explanatory information. (hereinafter referred to as “standalone IND AS financial statements")

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE IND AS FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act") with respect to the preparation and Presentation of these Standalone IND AS financial statements that give a true and fair view of the financial position, financial performance, 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, read with rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone IND AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these Standalone IND AS 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 of the financial statements 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 Standalone IND AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone IND AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Standalone IND AS 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 Standalone IND AS 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 Standalone IND AS financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Standalone IND AS financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its profit, its cash flows and the changes in equity for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS:

1. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order) issued by the Central Government of India in terms of sub-section(11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable .

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

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

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, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards (IND AS) specified under section 133 of the Act, read with the relevant Rules issued there under

e) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, a separate Report has been given in “Annexure B", and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 in its financial position in its Standalone IND AS financial statements - Refer note no.31.1.

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

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

ANNEXURE ‘A''

TO THE INDEPENDENT AUDITORS'' REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF SALZER ELECTRONICS LIMITED

(REFERRED TO IN PARAGRAPH 1, OF REPORT ON OTHER LEGAL AND REGULATORY requirements)

The Annexure referred to in Independent Auditors Report to the members of the Company on the Standalone IND AS Financial Statements for the year ended March 31, 2018.

According to the information and explanations sought by us and given by the Company and the books and records examined by us during the course of our Audit and to the best of our knowledge and belief we report the following:

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets of the Company have been physically verified in a phased periodical manner, by the management, which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties of the Company shown under the Fixed Assets schedule are held in the name of the Company.

(ii) The physical verification of the inventory has been conducted by the Management at reasonable intervals. The Company has maintained proper record of inventory and no material discrepancies were noticed on physical verification of inventories as compared to the book records

(iii) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013 during the financial year

(iv) The Company has not granted loans or made investments or given guarantees and securities during the year and hence compliance with section 185 and 186 are not applicable.

(v) The Company has not accepted any deposits and therefore paragraph 3(v) of the order is not applicable to the Company.

(vi) The Central Government has prescribed the maintenance of cost records under section 148(1) of the Act. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however carried out a detailed examination of the cost records with a view to determine whether they are accurate and complete.

vii. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess, Goods and Services Tax and other material statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2018 for a period of more than six months from the date of being payable.

b) Details of dues of Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Value Added Tax which have not been deposited as on March 31, 2018 on account of disputes are given below:

Name of the Statute	Nature of dues	Amount	Forum where the dispute is pending
Central	Customs	Rs.97,68,260/-	CESTAT-
excise	/ Excise	(out of which	APPEAL
Act	duty	Rs.12 lakh was paid under protest)

viii. The Company has not borrowed loans from any financial institutions and has not issued any debentures till date.

ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loan during the year Accordingly, clause 3(ix) of the order is not applicable.

x. No fraud by the Company or fraud on the Company by its officers or employees has been noticed or reported during the year

xi. In our opinion the managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule of the Act.

xii. The Company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. In our opinion the transactions with the related parties in compliance with Sections 177 and 188 of the Act and details of such transactions have been disclosed in the financial statements etc, as required by the applicable accounting standards.

xiv. The Company has made allotment of 10,30,000 shares on preferential basis, in accordance with Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009 during the year under the review for a total value of '' 20.29 Crs as consideration other than cash, to Salzer Magnet Wires Limited upon acquisition of whole of its business undertaking.

xv. The Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly clause 3(xv) of the order is not applicable.

xvi. The Company is not required to be registered under section 45-1A of the Reserve Bank of India Act 1934.

ANNEXURE ‘B''

TO THE INDEPENDENT AUDITORS'' REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF SALZER ELECTRONICS LIMITED

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 (“THE ACT”)

We have audited the internal financial controls over financial reporting of SALZER ELECTRONICS LIMITED (“the Company") as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statement of the Company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act 2013.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain the reasonable assurance whether adequate internal financial controls over financial reporting was established and maintained and if such controls were operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directions of the Company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company''s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

FOR SWAMY & RAVI

Chartered Accountants

(Firm''s Registration No. 004317S)

S. ALAMELU

Date: May 24, 2018 PARTNER

Place: Coimbatore M No. 223555

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Mar 31, 2014

We have audited the accompanying financial statements of M/s Salzer Electronics Limited, Coimbatore-641047 ("the Company"), which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s 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") read with the General Circular 15/2013 dt.13.09.2013 of the Ministry of Corporate Affairs in respect of Sec.133 of the Companies Act, 2013. 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.

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 the 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 the 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 but not for the purpose of expressing an opinion on the effectiveness of entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the accompanying 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 31st March, 2014;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and

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

Report on Other Legal and Regulatory Requirements

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

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

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act, read with the General Circular 15/2013 dt. 13.09.2013 of the Ministry of Corporate Affairs in respect of Sec. 133 of the Companies Act, 2013.

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

ANNEXURE REFERRED TO IN PARAGRAPH I OF THE AUDITORS'' REPORT

Referred to in Paragraph of our report of even date on the accounts of Salzer Electronics Ltd for the year ended March 31, 2014.

01.

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the Management as per a phased programme of verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off any significant value of Plant and Machinery.

02.

(a) The Management has conducted physical verification of inventory at reasonable intervals.

(b) In our opinion, the procedure followed by the Management for such physical verifications are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and the books and records were not material in relation to the operation of the Company and the same have been properly dealt with in the books of account.

(d) We have relied on the representation of the management that the consumption of materials and components is in line with production / industry norms.

03. According to the information and explanations given to us, the Company has taken and granted unsecured loans from or to Companies, firms or other parties, listed in the Register maintained under Section 301 of the Companies Act, 1956 and the terms and conditions are not prima facie prejudicial to the interest of the Company.

04. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures, commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services.

05. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 956:

(a) To the best of our knowledge and belief and according to the information and explanations provided by the Management, we are of the opinion that the transactions that need to be entered into the register have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions in pursuance of such contracts or arrangements exceeding the value of Rs.5 lakhs have been made at prices which are prima facie reasonable and having regard to the prevailing market prices at the relevant time.

06. According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Sections 58A and 58AA of the Companies Act, 1956.

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

08. We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 209(l)(d) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

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

(a) The Company was regular in depositing Provident Fund and Employees'' State Insurance dues, Excise duty, Service tax, Customs duty, CESS, Investor Education & Protection Fund, Income Tax, Sales Tax and all other applicable statutory dues with the appropriate authorities and there were no arrears outstanding for a period of more than 6 months as at 31st March, 2014.

(b) The Company has no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty that were outstanding, as at 31st March, 2014.

10. The Company does not have any accumulated losses as at the year end, nor has it incurred any cash losses during the current and immediately preceding financial years.

11. According to the information and explanations given to us and the records examined by us, the Company has not defaulted in repayment of dues to financial institutions or banks.

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

13. In our opinion and according to the information and explanations given to us, the nature of the activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14. In our opinion the Company has maintained proper records of the transactions and contracts of the investments dealt in by the Company and timely entries have been made therein. The investments made by the Company are held in its own name.

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

16. As informed to us, the term loans were utilized by the Company for the purpose for which they were obtained.

17. On the basis of an overall examination of the balance sheet and cash flows of the Company and the information and explanations given to us, we report that the Company has not utilized any funds raised on short term basis for long term investments and vice-versa.

18. According to the information and explanation given to us during the year, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act, 1956.

19. According to the information and explanations given to us and the records examined by us, the Company has not issued any debentures that were outstanding at any time during the year.

20. According to the information and explanations given to us and the records examined by us, the Company has not raised money by public issues during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us no fraud on or by the Company was noticed or reported during the year.

For Swamy & Ravi For JDS Associates Chartered Accountants Chartered Accountants FRN : 0043I7S FRN : 008735S

Coimbatore (Sd/-)S. Ravichandran (Sd/-)B. Jayaram 10.05.2014 Partner Partner Membership No.023783 Membership No.028346

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s Salzer Electronics Limited, Coimbatore-641047 ("the Company"), which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s 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.

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 the 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 the 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 the 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, accompanying 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 31st March, 2013;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and

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

Report on Other Legal and Regulatory Requirements

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

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

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

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

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE AUDITORS'' REPORT

Referred to in Paragraph 1 of our report of even date on the accounts of Salzer Electronics Ltd for the year ended March 31, 2013

01. a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) The fixed assets have been physically verified by the Management as per a phased programme of verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us no material discrepancies were noticed on such verification.

c) During the year, the Company has not disposed off any significant value of Plant and Machinery.

02. a) The Management has conducted physical verification of inventory at reasonable intervals.

b) In our opinion, the procedure followed by the Management for such physical verifications are reasonable and adequate in relation to the size of the Company and nature of its business.

c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and the books and records were not material in relation to the operation of the Company and the same have been properly dealt with in the books of account.

d) We have relied on the representation of the management that the consumption of materials and components is in line with production / industry norms.

03. According to the information and explanations given to us, the Company has taken and granted loans, unsecured, from or to Companies, firms or other parties, listed in the Register maintained under Section 301 of the Companies Act, 1956 and the terms and conditions are not prima facie prejudicial to the interest of the Company.

04. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures, commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods.

05. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956:

a) To the best of our knowledge and belief and according to the information and explanations provided by the Management, we are of the opinion that the transactions that need to be entered into the register have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions in pursuance of such contracts or arrangements exceeding the value of Rs.5 lakhs have been made at prices which are prima facie reasonable and having regard to the prevailing market prices at the relevant time.

06. According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Sections 58A and 58AA of the Companies Act, 1956.

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

08. We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 209(l)(d) of the Act and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

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

a) The Company was regular in depositing Provident Fund and Employees'' State Insurance dues. Excise duty, Service tax, Customs duty, CESS, Investor Education & Protection Fund, Income Tax, Sales Tax and all other applicable statutory dues with the appropriate authorities and there were no arrears outstanding for a period of more than 6 months as at 31st March, 2013.

b) The Company has no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty that were outstanding, as at 31st March, 2013.

10. The Company does not have any accumulated losses as at the year end, nor has it incurred any cash losses during the current and immediately preceding financial years.

11. According to the information and explanations given to us and the records examined by us, the Company has not defaulted in repayment of dues to financial institutions or banks.

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

13. In our opinion and according to the information and explanations given to us, the nature of the activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14. In our opinion the Company has maintained proper records of the transactions and contracts of the investments dealt in by the Company and timely entries have been made therein. The investments made by the Company are held in its own name.

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

16. As informed to us, the term loans were utilized by the Company for the purpose for which they were obtained.

17. On the basis of an overall examination of the balance sheet and cash flows of the Company and the information and explanations given to us, we report that the Company has not utilized any funds raised on short term basis for long term investments and vice- versa.

18. According to the information and explanation given to us during the year, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act, 1956.

19. According to the information and explanations given to us and the records examined by us, the Company has not issued any debentures that were outstanding at anytime during the year.

20. According to the information and explanations given to us and the records examined by us, the Company has not raised money by public issues during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us no fraud on or by the Company was noticed or reported during the year.

For Swamy & Ravi M/s.JDS Associates

Chartered Accountants Chartered Accountants

FRN : 004317S FRN : 008735S

(Sd/-) S.Ravichandran (Sd/-) B.Jayaram

Partner Partner

Membership No.023783 Membership No.028346

Coimbatore

29.05.2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of SALZER ELECTRONICS LIMITED as at 31st March, 2012 together with the annexed Statement of Profit and Loss and cash flow statement of the Company for the year ended on that date. 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 conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the statement referred to in paragraph (3) above, we report as follows:

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

(ii) 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 the books.

(iii) The Balance Sheet, the statement of Profit and Loss and cash flow statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion and to the best of our information and according to the explanations given to us, the statement of Profit and Loss, Balance Sheet and Cash flow statement comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956.

(v) On the basis of written representation received from the Directors of the Company, as on 31.03.2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31.03.2012 from being appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, they said accounts give the information required by the Companies Act, 1956, in the matter so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) In the case of Balance Sheet, the state of affairs of the Company as at 31st March, 2012 and

(b) In the case of the Statement of Profit and Loss, the profit of the company for the year ended on that date and

( c) In the case of the Cash Flow Statements, the cash flows for the year ended on that date.01.

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b)The fixed assets have been physically verified by the Management as per a phased programme of verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off any significant value of Plant and Machinery.

(a)The Management has conducted physical verification of inventory at reasonable intervals.

(b)In our opinion, the procedure followed by the Management for such physical verifications are reasonable and adequate in relation to the size of the Company and nature of its business.

(c)The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and the books and records were not material in relation to the operation of the Company and the same have been properly dealt with in the books of account.

03. According to the information and explanations given to us, the Company has taken and granted loans, unsecured, from or to Companies, firms or other parties, listed in the Register maintained under Section 301 of the Companies Act, 1956 and the terms and conditions are not prima facie prejudicial to the interest of the Company.

04. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures, commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods.

05. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956:

(a) To the best of our knowledge and belief and according to the information and explanations provided by the Management, we are of the opinion that the transactions that need to be entered into the register have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions in pursuance of such contracts or arrangements exceeding the value of Rs.5 lakhs have been made at prices which are prima facie reasonable and having regard to the prevailing market prices at the relevant time.

06. According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Sections 58A and 58aa of the Companies Act, 1956.

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

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

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

(a) The Company was regular in depositing Provident Fund and Employees' State Insurance dues, Excise duty, Service tax, Customs duty, CESS, Investor Education & Protection Fund, Income Tax, Sales Tax and all other applicable statutory dues with the appropriate authorities and there were no arrears outstanding for a period of more than 6 months as at 31st March, 2012.

(b) The Company has no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty that were outstanding, as at 31st March, 2012.

10. The Company does not have any accumulated losses as at the year end nor has it incurred any cash losses during the current and immediately preceding financial years.

11. According to the information and explanations given to us and the records examined by us, the Company has not defaulted in repayment of dues to financial institutions or banks.

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

13. In our opinion and according to the information and explanations given to us, the nature of the activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14. In our opinion the Company has maintained proper records of the transactions and contracts of the investments dealt in by the Company and timely entries have been made therein. The investments made by the Company are held in its own name.

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

16. As informed to us, the term loans were utilized by the Company for the purpose for which they were obtained.

17. On the basis of an overall examination of the balance sheet and cash flows of the Company and the information and explanations given to us, we report that the Company has not utilized any funds raised on short term basis for long term investments and vice-versa.

18. According to the information and explanation given to us during the year, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act, 1956.

19. According to the information and explanations given to us and the records examined by us, the Company has not issued any debentures that were outstanding at any time during the year.

20. According to the information and explanations given to us and the records examined by us, the Company has not raised money by public issues during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us no fraud on or by the Company was noticed or reported during the year.

For Swamy & Ravi For M/s.JDS Associates

Chartered Accountants Chartered Accountants

FRN :004317S FRN : 008735S

(Sd/-)S.RAVICHANDRAN (Sd/-)B.JAYARAM

Partner Partner

Membership No.023783 Membership No.028346

Coimbatore

26.05.2012

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Mar 31, 2010

1. We have audited the attached Balance Sheet of SALZER ELECTRONICS LIMITED as at 31st March, 2010 together with the annexed Profit and Loss Account and cash flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 a statement on the matters specified in paragraphs 4 and 5 of the said order is annexed.

4. Further to our comments in the statement referred to in paragraph (3) above :

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

(ii) 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 the books.

(iii) The Balance Sheet, Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion and to the best of our information and according to the explanations given to us, the Profit and Loss Account, Balance Sheet and Cash flow statement comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956.

(v) On the basis of written representation received from the Directors of the Company, as on 31.03.2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31.03.2010 from being appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the matter so required and give a true and fair view:

(a) In the case of Balance Sheet the state of affairs of the Company as at 31st March, 2010 and

(b) In the case of the Profit and Loss Account of the profit for the year ended on that date.

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS REPORT Referred to in Paragraph 3 of our report of even date on the accounts of Salzer Electronics Ltd for the year ended March 31, 2010.

01. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the Management as per a phased programme of verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) During the year, the Company has not disposed off any significant value of Plant and Machinery.

02. (a) The Management has conducted physical verification of inventory at reasonable intervals.

(b) In our opinion, the procedure followed by the Management for such physical verification are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of inventory The discrepancies noticed on verification between physical inventories and the books and records were not material in relation to the operation of the Company and the same have been properly dealt with in the books of account.

03. According to the information and explanations given to us, the Company has taken and granted loans, unsecured, from or to Companies, firms or other parties, listed in the Register maintained under Section 301 of the Companies Act, 1956 and the terms and conditions are not prima facie prejudicial to the interest of the Company.

04. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures, commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed

05. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956:

(a) To the best of our knowledge and belief and according to the information and explanations provided by the Management, we need to be entered into the register have been so entered.

(b) In our opinion and according to the information and explanations given to us the transactions in pursuance of such contracts or arrangements exceeding the value of Rs.5 lakhs have been made at prices which are prima facie reasonable and having regard to the prevailing market prices at the relevant time.

06. According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Sections 58A and 58AA ofthe Companies Act, 1956.

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

08. We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 209(1) (d) of the Act and are of the opinion that prima made a detailed examination of the records.

09. According to the records of the Company and the information and explanations given to us in respect of statutory and otherdues:

(a) The Company was regular in depositing Provident Fund and Employees State Insurance dues, Excise duty, Service tax, Customs duty, CESS, Investor Education & Protection Fund, Income Tax, Sales Tax and all other applicable statutory dues with the appropriate authorities and there were no arrears outstanding for a period of more than 6 months as at 31st March, 2010.

(b) The Company has no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty that were outstanding, as at 31st March, 2010

10. The Company does not have any accumulated losses as at the year end nor has it incurred any cash losses during the current and immediately preceding financial years.

11. According to the information and explanations given to us and the records examined by us, the Company has not defaulted in repayment of dues to financial institutions or banks.

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

13. In our opinion and according to the information and explanations given to us, the nature of the activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14. In our opinion the Company has maintained proper records of the transactions and contracts of the investments dealt in by the Company and timely entries have been made therein. The investments made by the Company are held in its own name.

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

16. As informed to us, the term loans were utilized by the Company for the purpose for which they were obtained

17. On the basis of an overall examination of the balance sheet and cash flows of the Company and the information and explanations given to us, we report that the Company has not utilised any funds raised on. short term basis for long term investments and vice-versa.

18. According to the information and explanation given to us during the year, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act, 1956.

19. According to the information and explanations given to us and the records examined by us, the Company has not issued any debentures that were outstanding at any time during the year.

20. According to the information and explanations given to us and the records examined by us, the Company has not raised money by public issues during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us no fraud on or by the Company was noticed or reported during the year.

In terms of our report attached

FRN : 004317S FRN : 008735S

Membership No.023783 Membership No.Partner

Coimbatore 28.05.2010

---

Mar 31, 2009

1. We have audited the attached Balance Sheet of SALZER ELECTRONIC LIMITED as at 31st March, 2009 together with the annexed Profit and Loss Account and cash flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 a statement on the matters specified in paragraphs 4 and 5 of the said order is annexed.

4. Further to our comments in the statement referred to in paragraph (3) above :

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

(ii) 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 the books.

(iii) The Balance Sheet, Profit and Loss Account and cash flow statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion and to the best of our information and according.to the explanations given to us, the Profit and Loss Account, Balance Sheet and Cash flow statement comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956.

(v) On the basis of written representation received from the Directors of the company, as on 31.03.2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31.03.2009 from being appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

(vi) Without qualifying our report we are to draw attention to Note No.2(d) (iv) of Notes on A accounts regarding the treatment of Amalgamation Reserve. Had the Scheme not prescribed the treatment detailed in the note. Amalgamation Reserve account of Rs. 11.79 Crores would have been treated as Capital Reserve as prescribed by AS-14.

(vii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the matter so required and give a true and fair view:

(a) In the case of Balance Sheet the state of affairs of the Company as at 31st March, 2009 and

(b) In the case of the Profit and Loss Account of the profit of the year ended on that date.

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

Referred to in Paragraph 3 of our report of even date on the accounts of Salzer Electronics Ltd for the year ended March 31, 2009.

01.

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified by the Management as per a phased programme of verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any significant value of Plant and Machinery. 02.

(a) The Management has conducted physical verification of inventory at reasonable intervals.

(b) In our opinion, the procedure followed by the Management for such physical verification are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between physical inventories and the book records were not material in relation to the operation of the Company and the same have been properly dealt with in the books of account.

03. According to the information and explanations given to us, the Company has neither taken nor granted any loans, secured or unsecured from or to Companies, firms or other parties, listed in the Register maintained under Section 301 of the Companies Act, 1956.

04. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures, commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods.

05. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956:

(a) To the best of our knowledge and belief and according to the information and explanations provided by the Management, we are of the opinion that the transactions that need to be entered into the register have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions in pursuance of such contracts or arrangements have been made at prices which are prima facie reasonable and having regard to the prevailing market prices at the relevant time.

06. According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Sections 58A and 58AA of the Companies Act, 1956.

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

08. The Companys Management informed us that the Central Government has not prescribed the maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956, for any products of the company.

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

(a) The Company was regular in depositing Provident Fund and Employees State Insurance dues, Excise duty, Service tax, Customs duty, CESS, Investor Education & Protection Fund, Income Tax,

Sales Tax and all other applicable statutory dues with the appropriate authorities and there were no outstanding for a period of more than 6 months as at 31st March, 2009.

(b) The Company has no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty that were outstanding, as at 31st March, 2009.

10. The Company have any accumulated losses as at the year end nor has it incurred any cash losses during immediately preceding financial years.

11. According to the information and explanations given to us and the records examined by us, the Company has not default repayment of dues to financial institutions or banks.

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

13. In our opinion and according to the information and explanations given to us, the nature of the activities of the Company does not attract any special statute applicable to chit fund and nidhi/ mutual benefit fund/societies.

14. In our opinion the company has maintained proper records of the transactions and contracts of the investments dealt in by the company and timely entries have been made therein. The investments made by the Company are held in its own name.

15. In our opinion and according to the information and explanations given to us, the terms and conditions on which the company has given guarantee for loan taken by others from bank are not prima-facie prejudicial to the interest of the company.

16. As informed to us, the term loans were utilized by the Company for the purpose for which they were obtained.

17. On the basis of an overall examination of the balance sheet and cash flows of the Company and the information and explanations given to us, we report that the Company has not utilised any funds raised on short term basis for long term investments and vice-versa.

18. According to the information and explanation given to us during the year, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act,1956.

19. According to the information and explanations given to us and the records examined by us, the Company has not issued any debentures that were outstanding at any time during the year.

20. According to the information and explanations given to us and the records examined by us, the Company has not raised money by public issues during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us no fraud on or by the Company was noticed or reported during the year.

In terms of our report attached

For M/s.JDS Associates

Chartered Accountants

Coimbatore - 01. ( Sd/-) B.Jayaram

26.11.2009 Partner