Auditor Report of Avro India Ltd.

Mar 31, 2025

We have audited the accompanying Standalone financial statements of AVRO India Limited
("the Companyâ), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and
Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement
of Cash Flows for the year then ended, and notes to the standalone financial statements, including a
summary of material accounting policies information and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Companies Act, 2013
(the "Act") in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025 and
its profit (financial performance including comprehensive income), changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are
further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements
section of our report. We are independent of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements
that are relevant to our audit of the standalone financial statements under the provisions of the
Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to Note 2.28(8) of the financial statements, which describes that the Board of
Directors, in its meeting held on August 28, 2024, approved a preferential issue of 6,48,330 equity shares
of face value ?10 each at an issue price of ^127.25 per share, aggregating to ^825.00 lacs, to Promoter
Group and Non-Promoters for cash consideration. In addition, 5,30,451 share warrants were issued to
Non-Promoters at the same price, each warrant convertible into one equity share within 18 months
from the date of allotment. An amount of ^168.75 lacs, representing 25% of the warrant consideration,
was received, and the balance ^506.25 lacs is pending. These equity shares and warrants were allotted
on October 19, 2024. The fair value of each warrant, determined in accordance with Ind AS 113 - Fair
Value Measurement, was ^49.04 and has been classified under âOther Equityâ. No asset has been
recognized for the difference between fair value and consideration received. The issuance of equity
shares and warrants has been duly approved by BSE Ltd. and National Stock Exchange of India Ltd.
under applicable SEBI regulations, and trading in these shares commenced on January 6, 2025.

Further, the Board of Directors, in its meeting held on December 27, 2024, approved a second
preferential issue of 25,75,320 equity shares at an issue price of ^185.50 per share, aggregating to
^4777.22 lacs, to Non-Promoters and 3,23,450 share warrants to the Promoter Group at ^185.50 per
warrant. The Company received ^150.00 lacs, being 25% of the warrant consideration, and balance
^450.00 lacs is pending. The allotment of equity shares and warrants was made on February 11, 2025.
The fair value of each warrant was ^56.84, as per Ind AS 113, and the amount received has been
recorded under âOther Equityâ with no asset recognized for the fair value differential. Both BSE Ltd. and
National Stock Exchange of India Ltd. granted requisite approvals, and trading in these shares
commenced on March 27, 2025.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of
our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

For each matter below, description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in
our report.

Key Audit Matter	How our audit addressed the Key Audit Matter

1. Share Warrants
During the year, the Company allotted 5,30,451 share warrants on 19.10.2024 and 3,23,450 share warrants on 11.02.2025 on a preferential basis to non-promoters and promoter group respectively, each convertible into one equity share of the Company within 18 months from the date of allotment. In accordance with the requirements of Ind AS 113 (Fair Value Measurement) and Ind AS 32 (Financial Instruments: Presentation), the Company accounted for the proceeds received as financial instruments and recognised the share warrants at fair value on the date of initial recognition. The fair value of the warrants was determined using the Modified Black-Scholes Option Pricing Model, which requires management to exercise significant judgment in determining inputs such as: â¢ Share price volatility, â¢ Risk-free interest rate, â¢ Expected life of the warrant, â¢ Dividend yield, and â¢ Fair value of equity shares on grant date. Due to the complexity of the valuation model, subjectivity in key assumptions, and materiality of the transaction, this matter was considered to be of most significance in our audit.	Our procedures, among others, included: â¢ Evaluating the terms and conditions of the share warrant issuance from relevant documents such as resolutions and board approvals. â¢ Assessing the Company''s material accounting policy information and its compliance with Ind AS 32 and Ind AS 113. â¢ Engaging our internal valuation specialists to: o Evaluate the valuation methodology used (Black-Scholes model). o Review management''s assumptions such as volatility, risk-free rate, and expected life. o Assess the use of observable market data where available. â¢ Verifying the calculation and recomputing the fair value of the warrants using independently sourced inputs. â¢ Evaluating the adequacy of the related disclosures in the financial statements in accordance with Ind AS 107 and Ind AS 113.
(Refer Note 2.28 (8) to the Financial Statements, read with the Material Accounting Policy information 1(E.19)).
2. Preferential Equity Shares: During the year, the Company allotted the following equity shares on preferential basis for cash consideration, in accordance with the provisions of the Companies Act, 2013, and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended: 6,48,330 equity shares on 19.10.2024 to promoter group and non-promoters; 25,75,320 on 11.02.2025 to non-promoters respectively.	Our audit procedures included, among others: â¢ Reviewing the resolutions passed by the Board of Directors and shareholders authorizing the preferential issue. â¢ Verifying compliance with applicable provisions of the Companies Act, 2013 and the SEBI (ICDR) Regulations.
This was a significant transaction from both a legal compliance and financial reporting perspective. The accounting treatment, classification under equity, and related disclosures in accordance with Ind AS 32 - Financial Instruments: Presentation, Ind AS 109 - Financial Instruments, and Ind AS 1 - Presentation of Financial Statements require careful consideration. Additionally, evaluating compliance with conditions prescribed by SEBI and stock exchanges, including pricing norms, approval timelines, lock-in periods, and disclosure requirements, was critical.	â¢ Examining filings made with the National Stock Exchange of India Ltd. and BSE Ltd. and confirmations of approvals received. â¢ Assessing the consideration received, including timing of receipts and allotment, and verifying the accounting treatment applied. â¢ Reviewing the classification of the proceeds within equity and ensuring there were no embedded financial instruments that require separate accounting.
Due to the materiality of the transaction, complexity of regulatory compliance, and involvement of related parties in certain cases, this matter was considered to be of most significance in our audit.	â¢ Evaluating the adequacy and appropriateness of disclosures in the financial statements in accordance with applicable Ind AS and SEBI (LODR) requirements.
(Refer Note 2.28(8) to the Financial Statements.)

3. Utilization of Funds raised through Preferential Allotment and Share Warrants
During the year, the Company raised funds through	Our audit procedures included:
preferential allotment of equity shares and share warrants. A	â¢ Reviewing the offer documents and board/shareholder
portion of these funds remained unutilized as at the	resolutions for preferential allotment;
reporting date and was temporarily invested in fixed	â¢ Verifying compliance with Section 42 and Section 62 of
deposits. The Company has not communicated any specific	the Companies Act, 2013;
timeline to the concerned authorities for the utilization of	â¢ Obtaining and reviewing management''s plan for fund
such funds. Given the significance of the amount and the	utilisation;
inherent management judgement involved in the	â¢ Inspecting the bank statements and fixed deposit
deployment of these funds, we considered this to be a key	confirmations for unutilised funds;
audit matter.	â¢ Assessing the disclosures made in the financial statements for adequacy and completeness.

Information Other than the Financial Statements and Auditor''s Report thereon

The Company''s Board of Directors is responsible for the other information. The other information
comprises the Corporate Governance report, and the information included in the Annual Report
including annexures, Management Discussion and Analysis, Secretarial Audit Report and other
Company related information, but does not include the financial statements and our auditors'' report
thereon. The other information is expected to be made available to us after the date of this auditor''s
report.

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

In connection with our audit of the financial statements, 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 financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated.

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

Responsibilities of management and those charged with governance for the Standalone Financial
Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with
respect to the preparation of these standalone financial statements that give a true and fair view of the
financial position, financial performance, other comprehensive income, changes in equity and cash
flows of the Company in accordance with the accounting principles generally accepted in India,
including Ind AS prescribed under Section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and application
of appropriate material accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial statements, that give a true and fair view
and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, Board of Directors is responsible for assessing the Company''s
ability to continue as a going concern, disclosing, as applicable, matters related going concern and
using the going concern basis of accounting unless Board of Director''s either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company''s financial reporting
process.

Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, 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 financial statements.

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

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

â¢ Obtain an understanding of internal controls relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)0) of the Companies
Act, 2013, we are also responsible for expressing our opinion on whether the Company has
adequate internal financial controls system in place and the operating effectiveness of such
controls.

â¢ Evaluate the appropriateness of material accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central
Government of India in terms of Section 143(11) of the Act, we give in the "Annexure Aâ a statement on
the matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable.

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in
agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting
Standards prescribed under Section 133 of the Act, read with the Companies (Indian Accounting
Standards) Rules, 2015 as amended.

e) On the basis of the written representations received from the directors as on March 31st, 2025 taken on
record by the Board of Directors, none of the directors is disqualified as on March 31st, 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 with reference to
the standalone financial statements of the Company and the operating effectiveness of such controls,
refer to our separate report in "Annexure Bâ. 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:

a) The Company has disclosed the impact of pending litigations on its financial position in its Standalone
Financial Statements - Refer Note No. 2.28 (1)(a) to the Standalone Financial Statements.

b) The Company did not have any material foreseeable losses on long-term contracts including
derivative contracts during the year ended 31 March, 2025.

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

d) i) The Management has represented that, to the best of its knowledge and belief, as disclosed in Note
no. 2.28 (28) (xi) of the notes to accounts, 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 (s) or entity (ies)
including foreign entities (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 (Ultimate Beneficiaries) or
provide any guarantee, security or the like or on behalf of the Ultimate Beneficiaries.

ii) The Management has represented that, to the best of its knowledge and belief, as disclosed in Note no.
2.28 (28) (xi) of the notes to accounts, no funds (which are material either individually or in the aggregate)
have been received by the Company from any person(s) or entity(ies), including foreign entities (funding
parties), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly
or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the funding party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

iii) Based on the audit procedures performed 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 (i) and (ii) above, contain
any material misstatement.

e) The Company has neither declared nor paid any dividend during the year.

f) Based on our examination which included test checks the Company has used 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. However,
the Company has maintained the records of Property, Plant and Equipment in an Excel sheet, and not
through any accounting software; accordingly, the requirement of maintaining an audit trail (edit log)
is not applicable to such records.

Further, where audit trail (edit log) facility was enabled and operated throughout the year for the
accounting software, we did not come across any instance of the audit trail feature being tampered
with. Management has also explained that the audit trail (edit log) facility was enabled in the previous
year and that the Company has preserved the same in accordance with the statutory requirements for
record retention.

For S A A R K AND CO
Chartered Accountants

FRN: 021758N

Sd/-

CA (Dr.) S. K. Lal
Partner
M. No.: 509185

UDIN: 25509185BMOCXZ1627

Place: Ghaziabad
Date: 27.05.2025

Mar 31, 2024

To the Members of AVRO India Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone financial statements of AVRO India Limited ("the Company"), which comprise 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 then ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024 and its profit (financial performance including comprehensive income), and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

For each matter below, description of how our audit addressed the matter is provided in that context. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter	How our audit addressed the Key Audit Matter
1. Contingent Liabilities There are a number of litigations pending before various forums against the Company and the management''s judgment is required for estimating the amount to be disclosed as contingent liability. We identified this as a key audit matter because the estimates on which these amounts are based involve a significant degree of management judgment in interpreting the cases and it may be subject to management bias. (Refer Note 2.27 (1) (a) to the Standalone Financial Statements, read with the Material Accounting Policy 1(E.17))	We have obtained an understanding of the Company''s internal instructions and procedures in respect of estimation and disclosure of contingent liabilities and adopted the following audit procedures: o understood and tested the design and operating effectiveness of controls as established by the management for obtaining all relevant information for pending litigation cases; o discussed with the management regarding any material developments thereto and latest status of legal matters; o read various correspondences and related documents pertaining to litigation cases and relevant external legal opinions obtained by the m a n a g e m e n t a n d p e r f o r m e d s u b s t a n t i ve procedures on calculations supporting the disclosure of contingent liabilities;
	o	examined management''s judgments and asessments in respect of whether provisions are required;
	o	considered the management assessments of those matters that are not disclosed as contingent liability since the probability of material outflow is considered to be remote;
	o	reviewed the adequacy and completeness of disclosures;
	Based on the above procedures performed, the estimation and disclosures of contingent liabilities are considered to be adequate and reasonable .
2. Revenue Recognition: The Company recognises revenue from sale of goods when control of the goods has been transferred and when there are no longer any unfulfilled obligations to the customer and the amount of revenue can be measured reliably and recovery of the considerationand recovery of the consideration is probable. The timing of revenue recognition is relevant to the reported performance of the Company. The management considers revenue as a key measure for evaluation of performance. (Refer Note 2.18 to the Standalone Financial Statements, read with the Material Accounting Policy 1(E.12))	In view of the significance of the matter we applied the following audit procedures in this area, among others to obtain sufficient appropriate audit evidence: o Evaluating the Company''s material accounting policies for revenue recognition, in terms of applicable accounting standards.

and recovery of the consideration is probable.	o	Testing the design, implementation and operating
The timing of revenue recognition is relevant to the reported performance of the company. The management considers revenue as a key measure for evaluation of performance. (Refer Note 2.18 to the Standalone Financial		effectiveness of the Company''s general IT controls and Key IT/manual controls. These are in respect of the Company''s controls which govern timing of recognition of revenue including creation of new customers in system.
Statements, read with the Material	o	Tested, by selecting samples, underlying cumentation
AccountingPolicy 1(E.12))		and records i.e., invoices, and receipts for sales transactions recorded throughout the year and at year end to determine the existence of revenue.
	o	Tested, by selecting samples, the underlying documentation related to credit notes such as invoices and sales return.
	o	Performing cut - off procedures at year end by verifying underlying invoices and the transit time to deliver the goods and its revenue recognition.

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

The Company''s Board of Directors is responsible for the other information. The other information comprises the Corporate Governance report, and the information included in the Annual Report including annexures, Management Discussion and Analysis, Secretarial Audit Report and other Company related information, but does not include the standalone financial statements and our auditors'' report thereon. The other information is expected to be made available to us after the date of this auditor''s report.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

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

Responsibilities of management and those charged with governance for theStandalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Ind AS prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for 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 financial statements, that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management 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 is also responsible for overseeing the Company''s financial reporting process.

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

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

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

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

â¢ Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls. Evaluate the appropriateness of accounting policies used and the reasonableness of

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

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

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

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of Section 143(11) of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable.

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

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

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

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

d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015 as amended.

e) On the basis of the written representations received from the directors as on March 31st 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31st, 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 with reference to the standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls 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:

a) The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements - Refer Note No. 2.27 (1)(a) to the Standalone Financial Statements.

b) The Company did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March, 2024.

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

d) i) The Management has represented that, to the best of its knowledge and belief, as disclosed in Note no. 2.27 (25) (xi) of the notes to accounts, 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 (s) or entity (ies) including foreign entities (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 (Ultimate Beneficiaries) or provide any guarantee, security or the like or on behalf of the Ultimate Beneficiaries.

ii) The Management has represented that, to the best of its knowledge and belief, as disclosed in Note no. 2.27 (25) (xi) of the notes to accounts, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entities (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.

iii) Based on the audit procedures performed 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 (i) and (ii) above, contain any material misstatement.

e) The Company has neither declared nor paid any dividend during the year.

f) Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of accounts for the financial year ended 31st March, 2024, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

For S A A R K AND CO Chartered Accountants

FRN: 021758N

Sd/-

CA (Dr.) S. K. Lal

Partner

M. No.: 509185

UDIN: 24509185BKGWEC1989

Place: Ghaziabad Date: 27.05.2024

Mar 31, 2023

We have audited the accompanying Standalone financial statements of AVRO India Limited (âthe Companyâ),

which comprise 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 then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the âActâ) 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, 2023 and its profit (financial performance including comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance

with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, description of how our audit addressed the matter is provided in that context. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter	How our audit addressed the Key Audit Matter
1. Contingent	We have obtained an
Liabilities	understanding of the
There are a number of	Company''s internal instructions
litigations pending	and procedures in respect of
before various forums	estimation and disclosure of
against the Company	contingent liabilities and
and the management''s	adopted the following audit
judgment is required for estimating the amount	procedures:
to be disclosed as	â¢ understood and tested the
contingent liability.	design and operating effectiveness of controls as
We identified this as a	established by the
key audit matter	management for obtaining all
because the estimates	relevant information for
on which these amounts	pending litigation cases;
are based involve a	â¢ discussed with the
significant degree of	management regarding any
management judgment	material developments
in interpreting the cases	thereto and latest status of
and it may be subject to management bias.	legal matters;

Key Audit Matter	How our audit addressed the Key Audit Matter
(Refer Note 2.26 (a) to	â¢ read various correspondences
the Standalone Financial	and related documents
Statements, read with	pertaining to litigation cases
the Accounting Policy	and relevant external legal
1(E.17))	opinions obtained by the management and performed substantive procedures on calculations supporting the disclosure of contingent liabilities; â¢ examined management''s judgments and assessments in respect of whether provisions are required; â¢ considered the management assessments of those matters that are not disclosed as contingent liability since the probability of material outflow is considered to be remote; â¢ reviewed the adequacy and completeness of disclosures; Based on the above procedures performed, the estimation and disclosures of contingent liabilities are considered to be adequate and reasonable.

Key Audit Matter	How our audit addressed the Key Audit Matter
2. Revenue Recognition:	In view of the significance of the
The Company	matter we applied the following
recognises revenue from	audit procedures in this area,
sale of goods when	among others to obtain
control of the goods has	sufficient appropriate audit
been transferred and	evidence:
when there are no	o Evaluating the Company''s
longer any unfulfilled	accounting policies for
obligations to the	revenue recognition, in terms
customer and the	of applicable accounting
amount of revenue can be measured reliably and recovery of the consideration is probable. The timing of revenue recognition is relevant to the reported	standards.

Key Audit Matter	How our audit addressed the Key Audit Matter
performance of the	o Testing the design,
Company.	implementation and operating
The management	effectiveness of the
considers revenue as a	Company''s general IT controls
key measure for	and Key IT/manual controls.
evaluation of	These are in respect of the
performance.	Company''s controls which govern timing of recognition
(Refer Note 2.18 to the	of revenue including creation
Standalone Financial Statements, read with	of new customers in system.
the Accounting Policy	o Tested, by selecting statistical
1(E.12))	samples, underlying documentation and records i.e., invoices, and receipts for sales transactions recorded throughout the year and at year end to determine the existence of revenue. o Tested, by selecting statistical samples, the underlying documentation related to credit notes such as invoices and sales return. o Performing cut - off procedures at year end by verifying underlying invoices and the transit time to deliver the goods and its revenue recognition.

Emphasis of Matter

We draw attention to the following notes to standalone financial statements:

Note no. 2.26(3) to the standalone financial statements which states that the Prayag Polytech Private Limited filed an application under Section 9 of the Insolvency and

Bankruptcy Code, 2016 against the Company i.e. Avro India Limited (formerly known as Avon Moldplast Limited) on August 08, 2019 with Hon''ble National Company Law Tribunal, Allahabad Bench, Prayagraj (âNCLTâ) for a claim of '' 9.21 lakhs along with interest @ 24% p.a. as on February 28, 2019 amounting to '' 12.65 lakhs against the supply of raw material in financial year 2017-18. However, the Company made a counter claim of '' 17.64 lakhs due to supply of inferior quality of raw materials which was authenticated by authorized representative of M/s Prayag Polytech Private Limited vide letter dated August 11, 2017. The Hon''ble Bench of NCLT, Allahabad vide its order dated 13^th June, 2022 admitted the application CP (IB) No. 312/ ALD/2019 under Section 9 of the Insolvency and Bankruptcy Code, 2016 and initiated the Corporate Insolvency Resolution Process against the Company and appointed Mr. Parag Singhal as Interim Resolution Professional. Consequent on settlement in full and final vide settlement agreement dated 15^th June, 2022, Hon''ble National Company Law Appellate Tribunal, Delhi (âNCLATâ) vide its order dated 22^th June, 2022 granted Interim Stay against the implementation of impugned order of Hon''ble NCLT. The Hon''ble NCLT, Allahabad Bench, Prayagraj vide its order dated 06^th July, 2022 disposed the application CP (IB) No. 312/ALD/2019 in response to application IA No. 181/2022 filed by Interim Resolution Professional for withdrawn of CIRP proceedings against the Company. The application stood dismissed as withdrawn and Interim Resolution Professional was discharged and Company was released from rigours of law and allowed to function independently through Board of Directors. As on March 31, 2023, no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

Note no. 2.26(5) to the standalone financial statements which states that Company has filed a case against National Insurance Company Limited on January 17, 2009 seeking recovery of an amount with damages. The Company had suffered financial loss due to a fire and insurance company paid the some amount. However, the insurance company did not pay the complete amount and no explanation was offered for unreasonable deductions, therefore present complaint was filed before the consumer

court. The last date of hearing was 03.05.2023. The order has been reserved in the matter.

Note no. 2.26(9) to the standalone financial statements which states that Mrs. Anita Aggarwal, Director and the Company through its Power of Attorney filed the suit for permanent Injunction against M/s Radha Plastic Industries & its Proprietor Mr. Raj Kumar for infringement of design 286049 and consequential reliefs under Section 25 of the Design Act, 2000 in district court of Ludhiana for amount of '' 5.00 lakhs. On 17.09.2021, the Court granted temporary Injunction against the infringement of design till the next date of hearing. The reply to the application under Order 39 Rule 4 CPC for setting aside the interim order dated 17.09.2021 was not filed. The next date of hearing is 11.05.2023.

Note no. 2.26(10) to the standalone financial statements which states that the Director of the Company through its Power of Attorney filed the application under Order 39 rule 1 & 2 read with Section 151 of the Code of Civil Procedure, 1907 for temporary Injunction against M/s Century Mouldings Pvt. Ltd and Moonstar Furnitures with respect to infringement of Design no. 286049 in district Court of Surat on January 21, 2020. The damage of '' 25.00 lakhs was claimed. On 26.03.2021, the matter was transferred to Hon''ble High Court of Gujarat and is pending for hearing.

Our opinion is not modified in respect of these matters.

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

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the Corporate Governance report, and the information included in the Annual Report including annexures, Management Discussion and Analysis and other Company related information but does not include the standalone financial statements and our auditors'' report which are expected to be made available to us after the date of this auditor''s report

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

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

Responsibilities of management and those charged with governance for the Standalone 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 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 accounting principles generally accepted in India, including Ind AS prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for 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 financial statements, that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

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

â¢ Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are

appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

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

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

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

We communicate with those charged with governance regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (âthe Orderâ), issued by the Central Government of India in terms of Section 143(11) of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable.

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

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

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

d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standards)

Rules, 2015 as amended.

e) On the basis of the written representations received from the directors as on March 31^st, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31^st, 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 with reference to the standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ. 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:

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 in its Financial position in its Standalone Financial Statements - Refer Note No. 2.26 (1)(a) to the Standalone Financial Statements.

ii) The Company did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March, 2023.

invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like or on behalf of the Ultimate Beneficiaries.

b) The Management has represented that, to the best of its knowledge and belief, as disclosed in the note no. 2.26 (44) (xi) to the accounts, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entities (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 performed 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 iv (a)

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

iv) a) The Management has represented that, to the

best of its knowledge and belief, as disclosed in the note no. 2.26 (44) (xi) to the accounts, 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 (s) or entity (ies) including foreign entities (intermediaries), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, directly or indirectly lend or

and iv (b) contain any material misstatement.

v) The Company has neither declared nor paid any dividend during the year

vi) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from 1 April 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31 March 2023.

For S A A R K AND CO

Chartered Accountants

FRN:021758N

Sd/-

CA (Dr.) S. K. Lal

Partner

M. No.: 509185

UDIN: 23509185BGYOJS7233

Place: Ghaziabad

Date: May 23, 2023

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