Auditor Report of IMEC Services Ltd.

Mar 31, 2025

We have audited the accompanying Financial Statements of IMEC Services Limited (“the Company”), which
comprise the Balance Sheet as at March 31,2025 , the Statement of Profit and Loss (including Other Com¬
prehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year end¬
ed on that date and Notes to the Financial Statements, including a summary of the significant accounting
policies and other explanatory information (hereinafter referred to as “the Financial Statements”).

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

Key Audit Matters

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

Sr No.	Key Audit Matter
1	Assessment of Contingent Liability and Related Disclosures [Refer to Note B (iii) to the Financial Statements- “Use of Estimates, Judgments and Assumptions - Provisions and contingent liabilities”, Note 21 to the Financial Statements - “Contingent Liabili¬ ties and Commitments”] As at March 31, 2025, the Group has exposures towards litigations relating to various matters as set out in the aforesaid Notes. Significant management judgment is required to assess such matters to determine the probability of occurrence of material outflow of economic resources and whether a provision should be recog¬ nized, or a disclosure should be made. The management judgment is also supported with legal ad¬ vice in certain cases as considered appropriate. As the ultimate outcome of the matters are uncertain and the positions taken by the management are based on the application of their best judgment, related legal advice including those relating to interpretation of laws/regulations, it is considered to be a Key Audit Matter.
Auditor’s Response
	Principle Audit Procedures Our audit procedures included the following: We understood, assessed and tested the design and operating effectiveness of key controls sur¬ rounding contingent liability relating to the relevant laws and regulations; We performed our assessment on a test basis on the underlying calculations supporting the con¬ tingent liabilities made in the Financial Statements; We evaluated management''s assessments by understanding precedents set in similar cases and assessed the reliability of the management''s past estimates/judgments; We evaluated management''s assessment around those matters that are not disclosed or not considered as contingent liability, as the probability of material outflow is considered to be remote by the management; We assessed the adequacy of the Company''s disclosures. Based on the above work performed, management''s assessment in respect of disclosures relating to contingent liabilities in the Financial Statements is considered to be reasonable.
	Key Audit Matter
2	Recognition of Business Auxiliary Services Income under Sub-Agreements The Company derived a substantial portion of its revenue through Business Auxiliary Services earned for facilitating the import of steel from Nippon Steel Trading Corporation, Japan, into India. These services are rendered under a sub-agreement between IMEC Services Limited (the “Com¬ pany”) and Euroasia Holdings Private Limited (“Euroasia”), which, in turn, operates under a princi¬ pal agreement with AMNS Khopoli Limited.
	Business Auxiliary Services income is recognized only upon receipt of confirmation from Euroasia Holdings Private Limited (“Euroasia”), that the consignments have been delivered to Arcelormittal Nippon Steel India Limited and that the service obligations under the principal agreement have been duly fulfilled. Consequently, even when goods physically arrive in India, revenue is deferred until such confirmation is obtained. This results in significant estimation uncertainty and manage¬ ment judgment in determining the appropriate timing of revenue recognition, in accordance with Ind AS 115 Revenue from Contracts with Customers.
	During our audit, we observed that all Bills of Lading for steel consignments from Japan were dated on or before FY 23-24. However, of the total Business Auxiliary Services income of ?27.50 crores recognized for the year ended 31 March 2025, a substantial amount of ?20.74 crores was recorded

	in the month of March 2025, based on confirmations received from Euroasia Holdings Private Lim¬ ited (“Euroasia”) during that period. The clustering of revenue recognition in a single month, despite earlier physical arrival of goods, highlights the significance of management''s judgment and reliance on third-party confirmations. This area was considered to be of most significance in our audit due to the materiality of the reve¬ nue involved, the complexities related to assessing satisfaction of performance obligations, and the inherent risk of misstatement relating to revenue cut-off and timing. Accordingly, we determined the recognition of Business Auxiliary Services income under sub-agreements to be a key audit matter.
Auditor’s Response
	Our audit procedures included and were not limited to the following: We obtained an understanding of the Company''s revenue recognition policy and assessed its compliance with Ind AS 115 - Revenue from Contracts with Customers, especially relating to per¬ formance obligations and timing of revenue recognition. We obtained and inspected third-party confirmations received from for a sample of transactions, to verify that they were dated and issued during March 2025 and supported the timing of revenue recognition. We performed cut-off procedures to verify that no revenue relating to undelivered or unconfirmed consignments was prematurely recognized. We assessed the adequacy of disclosures made in the financial statements in relation to the revenue recognition policy and estimation involved.

Emphasis of Matter

We draw attention to the following Emphasis of matters:

The Company has received demand notice from Customs/DGFT for non-fulfillment of export obligations
under 5 Advance Licenses issued in 2010 and to pay the export obligations amounting to Rs. 116.85 Lacs.
As per the reply received from the Company Management, the Duty Discharge Certificate was received for 4
Advance Licenses amounting to Rs. 55.27 Lakhs. For 1 License amounting to Rs 61.58 Lakhs, the Company
has already assigned and transferred all its assets and liabilities/obligations, including but not limited to duty
free import raw materials to RSAL Steel Private Limited (a subsidiary of the Company / RSPL) through the
Slump Sale Agreement dated 30.03.2011. During the year Honorable NCLT passed the order in respect of
RSPL and did not specifically mention cessation of liability pertaining to above. The Company has also filed
Interim Application in NCLT, Mumbai in CP No. 2985 of 2018 in respect of the said liability regarding export
obligations along with the one more advance license for which company has not fulfilled its obligation, which
is pending before the NCLT. On 13.08.2025the Adjudicating Authority in IA No. 3925 of 2022 has rejected
the application. Aggrieved by the said order the Company has filed application regarding the same to
NCLAT. NCLAT observed that on the account of the customs dues, Applicant/Appellant has filed the applica¬
tion before the Adjudicating Authority. From the facts which have been noticed above, it is clear that Appel¬
lant is pursuing remedy under the Customs Act and the liability with regard to customs duty has not yet been
finalized. NCLAT only observe that the Adjudicating Authority after having taken the view that Adjudicating

Authority has no jurisdiction to enter into the issue regarding determination of the liability of the custom duty,
should have been closed the application at this stage and no further observation on merit was required.
NCLAT clarified that it is for the Customs Authority to consider and decide the matter without being influ¬
enced by the impugned order passed by the Adjudicating Authority. Subject to above observation, NCLAT
dismissed the appeal by passing the order on 28.02.2025 and for the above matter we have disclosed the
amount involved of Rs. 61.58 lakh as Contingent liabilities in notes to financial statements.

2. The Company is engaged in legal matter against the SBI in MP High Court Indore Bench having reference
no. WP 26681/2021 for the matter relating to Declaration of willful defaulter in which liability of Rs. 78 lakh
arises but the company has not made any provision regarding the same due to such case pending with the
MP High court as per latest order issued on 05.05.2025.

Our opinion is not qualified in respect of above said matters.

Management’s Responsibilities for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with re¬
spect to the preparation of these 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 ac¬
cordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act for safe¬
guarding the assets of the Company and for preventing and detecting frauds and other irregularities; selec¬
tion and application of appropriate accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the Financial Statements that give a true and fair view and are free from ma¬
terial misstatement, whether due to fraud or error.

In preparing the Financial Statements, management is responsible for assessing the Company''s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Company or to cease opera¬
tions, or has no realistic alternative but to do so.

The Board of Directors is 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 conduct¬
ed 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.

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

ii. 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 suffi¬
cient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement re¬
sulting 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.

iii. Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for ex¬
pressing our opinion on whether the Company has adequate internal financial controls with reference to Fi¬
nancial Statements in place and the operating effectiveness of such controls.

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

v. 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 Fi¬
nancial 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

vi. Evaluate the overall presentation, structure and content of the Financial Statements, including the disclo¬
sures, and whether the Financial Statements represent the underlying transactions and events in a manner
that achieves fair presentation

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the Financial State¬
ments may be influenced. We consider quantitative materiality and qualitative factors (i) in planning the scope
of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified mis¬
statements 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 controls
with reference to financial statements 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 ex¬
pected to outweigh the public interest benefits of such communication.

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

(d) In our opinion, the aforesaid 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 ap-

pointed 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 A”. Our report ex¬
presses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal fi¬
nancial controls over financial reporting.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the require¬
ments of section 197(16) of the Act, as amended, In our opinion and to the best of our information and ac¬
cording 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. The company has paid only sitting fees
to its directors.

(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:

1. The Company has disclosed the impact of pending litigation on its financial position in its Financial State¬
ments.

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.

iii. There has been no amount, which is required to be transferred, to the Investor Education and
Protection Fund by the Company.

2. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”) issued by the Central Govern¬
ment in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified
in paragraphs 3 and 4 of the Order, to the extent applicable.

For SCAN & Co.

Chartered Accountants

(Firm R e g. No. 113954W)

Place: Indore CA C h etan Kh a n d e Iwa l

Date: 30/05/2025 ____

M. No.408113

UDIN:25408113BMKNZU9749

---

Mar 31, 2024

Wu have audited 1He accompanying Standalone Financial Statements of IWEC Serves* Limited ("the Company'')
*hth comprise the Salary Sheet OS at March 31, ZOJA the Statement pi Profit end loss (^eluding Other
Cen''prehen&ive Income i the Statement of Changes in Equity and the Statement of Cash Flows for the year E^ed
on that date and Nctes lo the Standalone FmartCdl Statements, tnttrfmfl a Summary of (he Significant accounting
pcleres and &1iter explanatory information ! hereinafter referred lo as the Standalone Financial Statements")

In our opinion and to the best el Out information and accord ng to the explanations given to us. the aforesad
Standalone Financial Slalemenls give the information required by the Companies Act. 2013 f the Act'') m ll>e
manner so required a".d give a (rue and fa-- vew m conformity with Ihe Indian Accounting Standards prescribed
under section 133 or mo Act road with (FlC Companies (Indian Accounting Standards) Rules. 201 &. as amended.

Inti AS i and other accounting principles generally accepted m India, ol Ihe state of affairs ol1hfl Company as a1
March 31 2024 the pfdit and toral comprehensive income, Changes n equity and its cash tows For the year ended
on than date

Basis of Opinion

We conducted our audit ?( the Standalone Financial Statements in accordance with Ihe Standards On Auditing
[$As) specify gnder section Mi|l0) ci the Act (SAs) Our responsibrJities under those Standards arc further
described n the Auditor''s Responsibilities for the Audit of (he Standalone Fm&neiar Sl&1emen1s section of pgr
report W$ are ndepe-dent of 1he Company In accordance wth the Cede or Ethics issued by the Institute ol
Chartered Accountants nr Inda (ICAIJ tOgelMMfWlh the independence requirements |hsl are rele^sM to our audit
of 1fte Standalone FinsndW Statements under the provisions or the Ad and the Rules made thereunder, and we
have Fulfilled our Other ethical responsibilities m accordance with muse requirements and the ICKi''l Code of
tlfncs WO believe i?-.ar mo audit evidence we have obtained is sufficient and appropriate to provide a basis Tor our
?pimqn

Key Audit Matters

Key aud1 matters are those matters that, in nur professional |udgmant were of most Significance m our audit of
(he Standaiona Financial Statements of the curreni period These matters were addressed in the context oF our
audri of the Standalone Financial Slalemenls as a whpta. and in forming our opinion thereon and we do not
provide a separate opinion on Lhese matters We have determined (he matters described beEpw lb be the hey 3ud1
matters to be COmmun cated d our report

St No.	Key Audit Matter
1	Assessment ol Contingent Liability and Rotated Di*r:losurei [Rcffri to Nolo E3 iiii io :h.(j St&ndalOfte Financial Statements- ''Use of Estimates, Judgements and AMumptipris — Provbgjflns and contingent liabilities". Note 2 i 1o 1he Standalone Financial Statements - ’Contingent LiabilriteS anci Commitments'') As at March 31 2Q2A !re Group has exposures towards liligatKmi dialing tc v*nct& matters as SOI PUt in the aforesaid Moles Significant management judgement ts required 1o assess Such malted to determine the probability pf occurrence c- maleul outflow or economic resources and whether a proviWh JhOulO he rerrgnsed or a d-scJo&ure shoud be made The management judgement rs also Supported with ¦egal advice in certain cases os considered appropriate As the olhmata outcome or ine maHers are uncertain and Che positions taken by the management are based on the application pf 1hmr nest lodgement rela1ed :egal advice including those relating to interpretation of lowj/reguialons. it i& considered 10 be a Ktey Audit Matter
Auditor''s Response
	Principle Audit Procedures 0 ur audit procedures included the following * We understood, assessed and tested 1he design a''d operating effectiveness of key coni rcls su ¦ round mg Contingent tiabiliLy relating to the relevant laws end regulations. » We performed- our assessment on a lest basts on the underlying calculations supposing ih& contingent hohiiii^s made m the Standalone Financial Statements. - We evaluated management''s assessments by understand^ precedents set tn similar cases and assessed 1he re: ability or the manegemerrfs past eslwnates''jUdgements. * We evaluated management s assessment around those matters that are not C sc osed or not considered a* contingent fcabftrty as the probability of material outflow * considered to be remote by the management. * We assessed the adequacy pf the Company''s disclosures Eased on 1ha above work performed management''s afisQSSiTiSnL m respect of disclosures relating 10 contingent liabilities in Ihe Standslofe Financial Statements is considered to be reasonable
	Itay Audit tutor
	Assessment pf carrying vdIlic pf equity Investments in subsidiaries and fair value of other investments 1 Refer to Note 15 : Ml: to me Standalone Financial SlAssumptions - fair Value Measurements of Financial Instruments '' Note 3 >.vi Lo 1he Standalone Financial Statements- ''investments m subsidiary’. Note fi (xvii~ A) to the Standalone Financial Statements - "Financial assets'' Note 2 to ihe Standalone Financial Statements - "investments in subsidiary'' and Note 3" fAi lo lha Standalone Fmanciaf Statements - "Fair value hierarchy''] The Company has equity Investments m a subsidiary company li has also made investments in preference shares m subsidiary company The Company accounted for equHy investments in subsidiary 31 cost iSUbjOCL Tp impairment

	assessment! and other inveslmenls at Fair value On 3lh January 2024 the Hon''bie NCLf Order Bench passed and order in IA No I^QfrOSl ifi CP(l8)Ho 296i,M3fC-H^ZCH0 (certrfwd true copy d rirde- isceivfrd Oh January 12 2Q2P1 regarding the approval ei Resolution Plan by 1 ne Honblo NCLT From the tfate of order (he Company? Subs^igry RSAl S1«i Pr™ole Limited ceased to bo I he Subsidiary For .nvfiR7nifi".fs earned 31 ,7or/ where an rftdicalion of npa Fmer:1 esnsls the carrying value of invesiyftem * assessed for impairment god where applicable an impairment provision is recognaed. ir required to (Is recoverable a«OunL For invMim^r.lr- caned at fair values a fair valuation q done al the year-end as required by Ind AS 109 tn case or certain investments. cost is considered as an appropriate eslmare 0* Fair value sthere i& & wide range oi possible Ja ¦ value measurements and cost represents me best eslimaLe of Fair value wlh n that range as parm trod under hid AS "C9 The accoufilmg for investments is a Key Audit Matter os 1he determination of recoverable value Tor impainnani assessmentdair valuation involves significant management Jjudgemwl The impairment assessment and fair vacation for such mvestmenis have been done by the management in accordance wilh Ind A$ 30 and Ind AS 113 respectively The key inpuls ana judgements involved m (he impairmentflair vahjaliori assessment aJ unquoted mveHmenti include * Forecast cash flows including assumpl-ons on growth rates Discount rates «terminal growth rant Economic And entity specific factors ere incorporated in valualion used in the impairment assessmarri
Auditor•''*. Respond*
	PflnelpaF AudU proceiurM Our aucJii procedures included me fonowimj ¦ We obtamed an understanding Trom Lhe nranegemenl assessed and tested the desgn and operating effectiveness of [he Company''s key controls over the impairment assessment and fair valuation of malenaJ investments ¦ We avaiualed lhe Company''s process regarding impairment assessment eod fair valuation by ¦nvolvi-g auditor''s valuation (tXptflA 1c assisting assessing the appropriateness d lhe valuation model including me ndapardent assessmem of me undertying assumptions refahng to ftoCQunl rale, terminal value etc « We assessed 1he carrying valu#/faif value calculators or aP individually material investments where applicable to determine Whether the valuations performed by (he Company were wiltim an acceptable range dole 1 mint''d by uS and the auditor''s valuation experts * We evaluated the cash itow forecasts fwith underlying economic growth rale) by comparing them to Lhe approved budgets and our understanding of the internal and external Factors ¦ We checked lt>e malhemattcal accuracy of lhe unpa''rmen1 model and agreed relevant dale back to tnc lalesi budgets actual past results and other supporting documents

	¦ We assessed the Company''s sensihvfly analysis and evaluated whether any reasonably foreseeable change in assumption* could leas to impammeni or material change in fair valuation * We had discussions wilt: management to nbi.tin an understanding of I he relevant factors in reaped ol eerta-o investments carried at fair valve where a Wide range ol fair vafuas were possible due lo various factors such as absence of recent Observable Liar:tactions, restrictions on transfer of shares. extsEence of multiple valuation lechn^ues. mvealee''s varied nature Of portfolio or investments for which &ignirican1 (Stimsleti''futlgernonls are required to arrve at fair value * We evaluated the adequacy of 1ho disclosures made in the Standalone Fntncfsl Statements * For lha Cessation of Subsidiary we verfied Hon bte NCCT Ordor 3rd vOrrfurd the adequate Irealment m books Based on ihe above procedures performed, we dd not identify any sigmiicant exceptions m 10a managements assessment in relation. to the carrying value or equity investment in subsidiaries and fair value or ether investments
3	Kay Audit Matter
	Evaluation Of uncertain [an positions The Company has maleriat uncertain Ian positions including matters under d''Spute which involves significant judgment 1o determine the possible oulpome cf these disputes
Auditor''* Respond _
	Principal Audit Procedures We obtained rfutbils of completed 1ax assessments and demands for the year ended Maich 31, ZC24 1nom management We involved our internal experts lo challenge the management''s underlying assumptions in estimating 1he tax provision and the possible nulcome cf the dispoles Our internal experts also considered lega precedence and diner rulings in evalual.ng management''s position on 1bese uncertain tax poailiQns Add llonally. we considered the effect of new mformalan in respect of uncertain ian posMion* as ai April 1 50Z4 io evaluate whether any change was required lo managements, position on these uncertainties

Emphisis if Matter

Our opinion is noi modified m respect of tne following mailers

3) The Company has given wrporale guaranlee of F?S 2-4.1 0 Lacs 10 its subsidiary company te RSAl
Sleei Private Untied for loans lafcen from vanoui bonks Ba^Vs have classified loese loans as Mon¬
Performing Assets On- Sth January 2D24, Ihe Hon''bte NCLT Order Be^ch passed and order in 1A. Mo
l2iitV2D2l in CPtUBjNa 29E55rMBA>llf2Q1& I certified tme copy oF order received on January 12, 2024)
regarding ihc approval of Resolution Plan by th# Mon''We NCL7 From the date ot order RSai &ieei
Private Limited ceased 10 be the Subsidiary of IM6.C Services Ltfmled (the Holding Company)

Accordingly, the Company is not having any CQMrol Over |he allairs/managemeni of RSAL Steel Private
LimHed.

6) Duong the- period Mrt&m Key Manayement Personnel (KMPsi has r^-gne-d a? Follows

- Co™pany Secretary MS Non- Arjana has tendsrea her resignation Bad has been reltevett from 1he
service w e.f February 23. 2Q24

¦ Mr PraKOSh Madhavrao Deshmukh i* King appointed 35 Chief Executive Officer Of ihe Company * a f

Fofcruary u 20Z*

7he Company has appcunlment new personnels as replacement of above KMPs during the penod.
competing she process as per the Companies Ad 20i3

c) During me penod NCLT has parsed the order in CP No 4i(U6) or ZQ22 dated February m 2023, for H»o
reduction of share capital of the Company Pursuant to nms. the Company ha* hied requisite rann with the
Registrar of Companies. Mumbai, Maharashtra and which has been approved on 11th May. 2023

d) The Company has received demand none from CustemsfDGfT for non-fulfilment of export obligations
under 5 Advance Licenses issued m 2010 and (6 pay lh* export obligations amOunimg HRs 11B as Lacs
As per reply received from the Company Management the Duty Orecharge Cerltficate was receded for A
Advance Licenses amounting to Rs 55 27 Lakhs Rb* 1 Lsense amounbng to Rs 6¹ 50 Lakhs Ihe
Company ha* already assigned and transferred its all assets and -ah ^:ities,''ob'':gahnrs ncludmg bu1 no1
limded lo duty bee imported row materials 10 R£Al Steel Private LimMed (a subsidiary of the Company /
RSPL) through the Slump Sate Agreemenl daled 30 03 20n During the ysar, Hon''bic NCLf has passed
the Order m respect o^f R5PL and did noi spocifica-y mentioned cassation of liability patterning 10 above
The Company has a^:so Filed Intenm Application in NCLT Mumba in CP No ?9S5 of 2015 m respect oF I he
said lability fugarding export oWjgalions aioftj with ihp one mote advance licence for which company has
noi luhiiied its obligation, which is pending before the NCLT

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

The Company''s Board of Directors is responsibie loi the preparation oF the other mFormalion The other
information comprises the information included in me Managemeni Discuss^ and Anaiysu. Board''s Report
including Artnexures to Boards Report. Business Responsibility Fteparl Corporate Governance and
Shareholders Information, but does not include the Standalone financial Statements and Dur auditor''s repoh

I hereon

Our opinion on ihe Standafone Financial Statements does nol cover ma outer Wormahon and we do not
express any form of assurance CO*>CluSion Llweon

In connection wiln our audit of the Standalone Financial Statements, our responsibility ¦£ Lo -road Ihe other
information and. in doing so consider whether ihe Other information U maleriplly inconsistent with [he
Standalone financial Statement* or our knowledge obtained during Ihe course of our audit or otherwise
appears 10 t>e materially misstated

II based on the wbrfc we have performed, we conclude that 1here rs a material misstatement of the Other
irt1orma!i&n. we are neqU''-red lo report Ihat facl We halve nothing 1o report m ihis regard

Management''s RHpbnsihllilies for 1 he Standalone Flninclal Statements

The Company''! Board ol Directors is responsible fo* 1he matters slated ip section 134(51 ?< the AcL with rasped
lo the prepara1>on of 1-sse Standalone Financial Statements 1-ai give a true and fair view of the financial
poR-ibon financial performance total comprehensive income changes in equriy and cash flows of the Company
m accordance wdh Ihe lⁿd AS and older accounting principles general y accepted n India Th-s responsibility
also irwSucfes maintenance of adequate accounting re cords In accordance wiin the provisions of the Act for
safeguarding the assets of the Company and Tor preventing and detecting frauds and Other irregular dies,
selection and application of appropriate accounting policies ma r ng judgments and estimates that are
reasonable and prudent, and design, implementation and maintenance ql adequate internal financial controls,
tnai were operating effectively for ensunng me accuracy ana completeness of me accounting records Levant
to the preparation and presentation nr the standalone Financial Slatemeoti that g ve a true and fair vfnv and
are free from materiel misstatement, whether due 10 fraud or error
In preparing the Standalone Financial Statements management s responsible for assessing the Company''s
ability lo continue a* a going concern tjisclosmg as applicate, mailers reialetf to gomg concern and using the
gc-ng concern basis of accounting unless management either intends to liquidate the Company or iq cease
operations nr has no realistic alternative but to do so

The Board of Directors are responsOte for overselling Ihe Company''s f^ansai repodmg process

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

Our objectives are to obtain reasonable assurance about whelnef me Standalone Financial StaiemaiMs as a
whole are free from material rrussfatemenl whether due tg fraud or error, and 1b ssue an auctions repdM
that includes our opinion. Reasonable assurance a a high level of assurance, but is not a guaranies that an
audit conducted in accordance with 5As will always detect a material misslatement when it exists
Misstatements can arise from baud or error and are considered meterai if. individually or in the aggregate.

I hey cculd reasonably be expected ta intluence Ihe economic decisions oF users taken gn me basis of 1bese
Standalone Financial Statements

As pad of an audil in accordance with fiAs. we exercise professional |ydgmen1 and maintain professional
skepiosm throughout ihe audit. Wo also

IdenhFy and assess the fists of material mistLatoment of the Standalone Financial Statements whether due
Lo fraud or error design and perform audd procedures responsive lo those nsks. and obtain duel evidence
that i£ Su''riCiLT.I and appropriate to provide a basis for our opinion The risk gf not detecting a materiel
misstatement resulting from fraud s higher Ehan for one resulting from error, as fraud may nvtfve collusion,
forgery, intentional omrss«ns misrepresentations, or the Override of internal control

Obtain an understanding of nternal financial controls relevant 1* the audit m ordec lo design audit
procedures lhal are appfopiate m the circumstances Under section H3(3Hi) of the Act we are also
responsible Tor expressing Cwr opinion on whether the Company has adequate internal financial controls
system m place and tho operating effectiveness cf such controls

Evaluate the appropriateness of accounting polices used end 1he reasonableness or &coOun1mg estimates
and related disclosures made by management

Conclude on the appropriateness Of mariagernent''E use of the going concern basis -of accounting and.
based qn me audiL dvHJance Obtained whether a materiel uncertainty exists related to evenls ar condriions
lhal may cast significant doubt on ihe Company S atdity to continue as a going concern tF we conclude tha1
a materal uncertainly exists, wO are requited to draw attention :n our auditors repb-i to 1he misled
disclosures in the Standalone Financial Statements qr if such disclosures are inadequate to modify our

ap''meri Our conclusions are based on the auc-i evidence ortamed up to the dale of our audlor''S report
Kmim, future everts cr conditions may cause the Company to cease to cam-cue or a gamy concent

¹ Evaluate the overall prgsenLatinn structure and content or the Standalone Financial Slalemenls including
Lhe disclosures, and whether the Standalone finance Slalemenls reassert I he underlying transactions
and everts m a manner 1nat achieves fair presentation

Materiality is the magnitude of misstatements in lhe Standalone Fmancial Statements thai mdr.in j,my or n
aggregate makes 1 probable mat ihe economic decisions or o -reasonably knowledgeable user of the
financial slaletnents may tie influenced We consider quantitative materiality and quetrtalrve factors n ¦; i|i
plann ng the scope of our aodit work ann m evaiuAi ng me results of our work and (:i; to evaluate lhe effect
of any identified misstatements m me Financia'' statements

We communicata w4h those charged with governance reacting amcog other matters. Ihe planned scope
and timing of the audit aⁿd significart audil hndrngs nr ud -g any significant deficiencies in internal control
Lhat we identify during ou^F audit

We also provide those changed with governance w-1h a statement than we have complied with relevanE
ethical requirements regarding independence and to communicate with ihem an relationships and other
matters that may reason ably ba 1hought to bear on our independence, and where applicable related
safeguards

From Lhe matters communicated with those charged wilh governance we determine those matters that
war* pi most tigndicaftce in the audit of the Standalone Financial Statements of the currert perm] and sue
therefore the key audit mailers We describe these mailers r, our auditors report unless Saw or regulation
precludes public disclosure about the matter or when, m e/tremeiy rare cucumslances. we determine that a
meuer should no1 be ccmmumcaled m our report because 1he adverse consequences of doing so would
reasonably be expected to outweigh the pubic interest benefits of Such communication

Report on Other Legal and Regulatory Requirements

As requ-red by Section 143(3] of Ihe Act baaed on our audit we report that.

a) We have sought and Ob-lamed aM me mfomiSkJP gnd explanations Which Ip lhe best of our
knowledge and beliEt we re necessary for Lhe purposes or Our audit

pi 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 these books

C) The Balance Sheet 1he Statement of Profit and LOSS including Other Comprehensive Income,
SlatemeflL of Changes in Equity and She Slalemem of Cash Flow dealt with by this Report are in
agreement with the relevant books of account

d; In our opinion, the aforesaid Standalone Fbuncnl Statements comply wqh ihe |r>d AS specified under
Sachem 133 0-1 the AO read With Rule ? Of 1he Companies (Acpguntsf Rules. 2Q14

On the basil of Ihe written representations received from lhfl directors as &o March 3V 2QJS taken
on record by the Board Of Director, none Of the directors -s disqualified as on March 31. 2D24 from
being apponted as a director m terms of Section f 64 (2) ol lhe Act

F| With respect 10 1h0 Adequacy oF lhe internal Finan - al centals Over financial reporting cd the Company
and lhe operating cffedwcness of such controls, refer 1o our separate Report m ''Annsxure A¹ Chur
report expresses an unmodJhed Opinion on Use adequacy and operating effectiveness of 1fW
Company''s interns! financial controls over fmancia- reporting

c- With neaped tg the other tfiathtr? to be mettled In me Auditor¹* Report In sccortfonre w|h uie
requirements of eeClion 1&?(t6l el the Act 3S amended

In our opinion and lo (he best of pur information and accord ng to the explanations grven to us, thf
remuneration pa .1 by the Comply la Ms directors during 1l>e year .s in accordance -jvith Ihe
provisions, of section 197 o^f me Act The company has paid only sdling fees to its directors

h) Wllh reaped tn lbe other matters 1o be included in the Auditors Report m accordance with Rule 11
?I the Companies (Audit and Auditors] Rules 2014. as amended m our opinion and to the oeM of our
information and according lo Ihe explanations given 10 US

i The Company *as disclosed the impact o< pending imgattcd &n its financial posriion m its
Slahdalone Financial Statements except poml ''C as mentioned in Emphasis oF Malle^r
Paragraph above.

ii The Company has made provision, as required under the applicable law or accounting
standards, for material foreseeable josses 1 any on long term contracts including oenvol.ve
contra els

iii There has been na amount, Which IS required to be transferred Cd the Investor Education
and Protection Fund by 1he Company

As required by ihe Companies (Auditors Repod) Order 202Q Cthe OrOer^Lj issued by Ihe Central
Governmenl in terms of SediOn 143411) of th* Atl we give * ''Artitexure B'' a sisfemanl on the matters
Specified in paragraphs 3 and 4 of the Order to Ihe ejrteoL applicable

For SCAN & Co.
Chartered Accountants
(Firm Reg No 1139&4W|

CA Neel Khandelwal

Place-Indore Partner

Dale: May 50, 2024 M No. t81251

UDlN; 24161251 BKC1CN406S

---

Mar 31, 2015

We have audited the accompanying financial statements of Ruchi Strips and Alloys Limited ("The Company") which comprises the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (the Act) with respect to the preparation of these standalone financial statement that give a true and fair view of the financial position , financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including the Accounting Standard 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 provision 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 judgment and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement , whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provision of the Act, the accounting and auditing standard and matters which are required to be included in the audit report under the provision of the Act and the Rules made thereunder.

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India, of the state of affairs of the company as at 31st March, 2015, and its profit and cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

a) we have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

c) 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 and with the returns received from the branches not visited by us.

d) In our opinion, the aforesaid standalone financial statement comply with the accounting standards specified under section 133 of the act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March 2015 taken on records by the Board of Director, none of the directors is disqualified as on 31st march, 2015 from being appointed as a director in terms of section 164(2) of the Act.

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

i. The company has disclosed the impact of pending litigations on its financial position in its financial statement – refer note 22 to the financial statement;

ii. The Company did not have any long term contract including derivative contract 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 to Independent Auditor's Report

Referred to in paragraph (1) under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Ruchi Strips and Alloys Limited on the standalone financial statements for the year ended March 31, 2015.

i. In respect of its Fixed Assets :

a. The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b. As explained to us, the fixed assets of the Company have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical assets have been noticed. In our opinion, frequency of verification is reasonable.

ii. In respect of its Inventories:

a. The inventories has been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. On the basis of our examination of inventory records, in our opinion, the Company is maintaining proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

iii. According to the information and explanations given to us, the Company has not granted any loan secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Hence the provisions of clauses iii (a) and iii (b) of the said Order are not applicable to the company.

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have not observed any continuing failure to correct major weakness in internal control system in respect of these areas.

v. In our opinion and according to the information and explanations given to us, the Company has accepted deposits from the public and comply with the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Rules, framed there under apply. As informed to us no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

vi. The maintenance of cost records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013 are in our opinion is not applicable to the company since company is having trading activities only.

vii. In respect of Statutory dues :

a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion the Company is generally regular in depositing undisputed statutory dues including provident fund, employee's state insurance, income tax, sales tax, service tax, wealth tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. There were no undisputed statutory dues in arrears, as at 31st March, 2015 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of sales tax, value added tax, income tax, service tax, duties of customs, wealth tax, duties of excise have not been deposited with appropriate authorities on account of any dispute except as follows :

Name of the Nature of Liability Related Period (Amount in Lacs) Forum where dispute Statute is pending

Income Tax Act, 1961 Income Tax 1989-1990 6.76 Restored to CIT (A) by ITAT, Mumbai

c) There has been no delay in transferring amounts, as required to be transferred, to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

viii. The Company does not have accumulated losses as at 31st March 2015 and it has not incurred cash losses during the financial year ended on that date and in the immediately preceding financial year.

ix. According to the records of the company examined by us and as per the information and explanations given to us, the Company has not defaulted in repayment of dues to a Financial Institutions or Banks or debenture holders as at 31st March,2015.

x. In our opinion and according to the information and explanations given to us, the Company has given guarantee for loans taken by others from banks or financial institution. In our opinion, the terms and condition on which the company has given guarantee are not prima facie prejudicial to the interest of the company.

xi. In our opinion, the company has not obtained any term loan during the year.

xii. During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For Arun Maheshwari & Co.

Chartered Accountants

(Firm Reg. No. 0870C)

CA Arun Maheshwari Date : 27.05.2015 ( Proprietor)

Place : Indore M.No. 70354

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Mar 31, 2014

We have audited the accompanying financial statements of Ruchi Strips and Alloys Limited ("The Company"), which comprises the Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow 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 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 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.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.The procedures selected depends on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control.An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

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 accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2014;

ii. in the case of the Statement of Profit and Loss, of the Loss of the Company for the year ended on that date; and

iii. 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,(as amended), issued by the Central Government of India in terms of Sub Section (4A) of Section 227 of the Companies Act, 1956, 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 appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c) 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 and with the returns received from the branches not visited by us;

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e) On the basis of written representations received from the directors, as on 31st March, 2014 and 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 (1) of section 274 of the Companies Act, 1956.

Referred to in paragraph (1) under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

i. In respect of its Fixed Assets:

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 during the year and there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. As informed, no material discrepancies were noticed on such verification.

c. During the year under review, the Company has not disposed off a substantial part of fixed assets and we are of the opinion that the going concern status of the company is not affected.

ii. In respect of its Inventories:

a. The management has conducted physical verification of inventory at reasonable intervals during the year under review. In our opinion, the frequency of verification is reasonable.

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

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of inventory. As explained to us there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

iii. In our opinion and according to the information and explanations given to us the Company has neither granted nor taken any loan secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the provisions of clauses iii(b),iii(c),iii(d) and iii(f), iii(g) of the said Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and also for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of company in respect of these areas.

v. a. According to the information and explanations given to us, we are of the opinion that the company has no dealing with the parties covered in the register maintained under section 301 of the Companies Act, 1956.

b. In our opinion and according to the information and explanations given to us, the provisions of clause v(b) of the Order are not applicable to the company.

vi. In our opinion and according to the information and explanations given to us, the Company has accepted deposits from public and complied with the provisions of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under. As informed to us no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any otherTribunal.

vii. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

viii. In our opinion provisions of maintenance of cost records under section 209(1 )(d) of the Companies Act are not applicable to the company since company has no manufacturing activity during the year under audit.

ix. a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Value Added Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues as applicable to it. There were no arrears as at 31 st March, 2014 for a period of more than six months from the date they became payable.

b) According to the records of the company and information and explanation given to us we report that the particulars of dues of sales tax, value added tax, income tax, custom duty, service tax, wealth tax, excise duty and cess which have not been deposited with appropriate authorities on account of any dispute as on 31 st March, 2014 are as under: -

Sl. Name of the Statute Nature of Amount Period to which no. dues (Rs.in amount relates lacs)

1 Income Tax Act, 1961 Income Tax 6.76* 1989-1990

SL.No Name of Statute Form where dispute Pending

1 INcome Tax Act ,1961 Restored to CIT(A) by ITAT Mumbai

* Demand adjusted against refund due to the Company.

x. The Company does not have accumulated losses as at 31 st March, 2014 and it has not incurred any cash losses during the financial period covered by our audit and the immediately preceding financial period.

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank. The company has not issued any debenture.

xii. In ouropinion and according to the information and explanations given to 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.

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

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

xv. In our opinion and according to the information and explanations given to us and the representations made by the management, the Company has given guarantee for loans taken by others from banks or financial institution. In our opinion, the terms and condition on which the company has given guarantee are not prima facie prejudicial to the interest of the company.

xvi. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the Company has not raised any term loan during the year under audit.

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

xviii. The Company has not made preferential allotment of shares to parties or Companies covered in the register maintained under section 301 of the Act during the year.

xix. The Company has not issued debentures.

xx. The Company has not raised any money by public issue during the year.

xxi. During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year nor have we been informed of such case by the management.



For ARUN MAHESHWARI & CO. Chartered Accountants (Firm Reg. No. 0870C)

CAArun Maheshwari Place : Indore Proprietor Date : 29th May, 2014 M.No.70354

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statement of Ruchi Strips And Alloys Limited ("The Company") which comprises the Balance Sheet as at 31st March, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the eighteen months period then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow 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.

Auditor''s Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

ii. in the case of the Statement of Profit and Loss, of the Profit for the eighteen months ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows for the eighteen months ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order 2003, (as amended), issued by the Central Government of India in

terms of Sub Section (4A) of Section 227 of the Companies Act, 1956, 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 appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;

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

e) On the basis of written representations received from the directors, as on 31st March, 2013 and 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 Companies Act, 1956.

Annexure to Independent Auditor''s Report

(Referred to in paragraph (1) under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date) i. In respect of its Fixed Assets:

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 during the period and there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. As informed, no material discrepancies were noticed on such verification.

c. During the period under review, the Company has not disposed off a substantial part of fixed assets and we are of the opinion that the going concern status of the Company is not affected.

ii. In respect of its Inventories :

a. The management has conducted physical verification of inventory at reasonable intervals during the period under review. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of inventory. As explained to us there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

iii. In our opinion and according to the information and explanations given to us the Company has neither granted nor taken any loan secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the provisions of clauses iii(b),iii(c),iii(d) and iii(f), iii(g) of the order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and also for the sale of goods and services. During the course of our audit, we have not observed any major weakness in internal control system in respect of these areas.

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

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

vi. In our opinion and according to the information and explanations given to us, the Company has accepted deposits from public and complied with the provisions of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under. As informed to us no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

vii. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

viii. In our opinion provisions of maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 are not applicable to the Company since Company has no manufacturing activity during the period under audit.

ix. a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Value Added Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues as applicable to it. There were no arrears as at 31st March, 2013 for a period of more than six months from the date they became payable.

b) According to the records of the Company and information and explanation given to us we report that particulars of dues of sales tax, value added tax, income tax, custom duty, service tax, wealth tax, excise duty and cess which have not been deposited with appropriate authorities on account of any dispute, are as under :

x. The Company does not have accumulated losses as at 31st March, 2013 and it has not incurred any cash losses during the financial period covered by our audit and the immediately preceding financial period.

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank. The Company has not issued any debenture.

xii. In our opinion and according to the information and explanations given to 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.

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

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

xv. In our opinion and according to the information and explanations given to us and the representations made by the management, the Company has given guarantee for loans taken by others from banks or financial institution. In our opinion, the terms and condition on which the Company has given guarantee are not prima facie prejudicial to the interest of the Company.

xvi. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the Company has not raised any term loan during the period under audit.

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

xviii. The Company has not made preferential allotment of shares to parties or Companies covered in the register maintained under section 301 of the Act during the year.

xix. The Company has not issued debentures.

xx. The Company has not raised any money by public issue during the year.

xxi. During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year nor have we been informed of such case by the management. For ARUN MAHESHWARI & CO. Chartered Accountants

(Firm Reg. No. 0870C)

CA Arun Maheshwari

Place : Indore Proprietor

Date : 30th May, 2013 Membership No.70354

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Ruchi Strips and Alloys Limited as at 31st March, 2010 and the annexed Profit and Loss Account and the Cash Flow Statement for the year ended on that date. 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 misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis forouropinion.

3. As required by the Companies (Auditors Report) Order 2003 (as amended) issued by the Central Government of India in terms of Sub Section (4A) of Section 227 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 Annexure referred to above, 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 appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us ;

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Section 211 (3C)ofthe Companies Act, 1956;

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

f) In our opinion and to the best of our information and according to the explanations given to us, said accounts subject to note no 15 of Schedule S regarding confirmation and reconciliation of balances of debtors, creditors, advances and deposits; the consequential impact thereof, if any on the accounts remains unascertained, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:

i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2010;

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

iii. i n the case of the Cash F low Statement, of the cash flows for the year ended on that date.

ANNEXURE TO AUDITORS REPORT Referred to in paragraph 3 of our report of even date. i. In respect of its Fixed Assets:

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 during the year and there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. As informed, no material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off a substantial part of fixed assets and we are of the opinion that the going concern status of the company is not affected.

ii. In respect of Inventories:

a. The management has conducted physical verification of inventory at reasonable intervals during the year.

b. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The Company is maintaining proper records of inventory. As explained to us there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

iii. According to the information and explanations given to us, the Company has neither granted nor taken any loan secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence, the provisions of clauses iii(b),iii(c),iii(d) and iii(f), iii(g) of the Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets and also for the sale of goods and services. During the course of our audit, we have not observed any major weakness in internal control system in respect of these areas.

v. a. According to the information and explanations given to us, we are of the opinion that the particulars of

contract or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance

of such contracts or arrangements and exceeding the value of the rupee five lakhs have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. In our opinion and according to the information and explanations given to us, the Company has accepted deposits from public and complied with the provisions of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under. As informed to us no Order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank: of India or any Court or any other Tribunal.

vii. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

viii. We have broadly reviewed the books of accounts and records in respect of manufacturing of cold rolled strips/sheets maintained by the company pursuant to the rules made by the Central Government of India for the maintenance of cost records under section 209(1 )(d) of the Companies Act. We are of the opinion that prima facie the prescribed accounts and records have bee n maintained. However, we have not, made a detailed examination of such accounts and records with aviewtodeterm ine whether they are accurate or complete.

ix. a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including

Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues as applicable to it, except slight delay in a few cases. There were no arrears as at 31 st March, 2010 for a period of more than six months from the date they bee, ame payable.

b) According to the records of the company and information and explanation gjven to us, particulars of dues of Sales

tax, Income t ax, Custom duty, Service tax, Wealth tax, Excise duty and Cess which have not been deposited with appropriate a lUthorities on account of any dispute, are as under:

Details of disputed Statutory dues as on 31.03.2010 on account of matters pending before the appropriate authorities

SI. No. Name of the Statute Nature of dues Amount Period to which (Rs. in lacs) amount relates

1 Entry Tax Act, 1976 Entry Tax Demand 1.42 1992-1993

2 Entry Tax Act, 1976 Entry Tax Demand 0.61 1995-1996

3 Central Excise Act, 1944 Modvat Credit Dispute 0.02 1995-1996

4 Income Tax Act, 1961 Income Tax 6.76* 1989-1990

5 Bombay Sales Tax Act, 1959 Sales Tax Demand 237.81 2001-2002

6 Income Tax Act, 1961 Income Tax 4.41 2002-2003

Name of the Stature Forum where disputes are pending

Entry Tax Act, 1976 Case pending for hearing with Board of Revenue, Gwalior (M.P.)

Entry Tax Act. 1976 Case pending for hearing with Board of Revenue, Gwalior (M.P.)

Central Excise Act, 1944 Pending for Adjudication

Income Tax Act,1961 Restored to CIT (A) by IT AT, Mumbai

Bombay Sales Tax Act 1959 The Maharashtra Sales Tax Tribunal, Mumbai

Income Tax Act 1961 ITAT, Mumbai

Income Tax Act 1961 ITAT, Mumbai

* Demand adjusted against refund due to the Company.

x. The company has accumulated losses of Rs.1086.65 lacs as at 31.03.2010. It has not incurred any cash losses during the financial year covered by our audit, however, it has incurred cash losses in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment ofduestoanyfinancial institution or bank or debenture holders.

xii. According to the information and explanations given to 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.

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

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4

(xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

xv. According to the information and explanations given to us and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

xvi. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the Company has not raised any term loan during the year under audit. xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

xviii. The Company has not made preferential allotment of shares to parties or Companies covered in the register maintained under section 301 of the Act during the year.

xix. According to the information and explanations given to us, the Company has already created security or charge in respect of debentures issued in earlier years. No debentures have been issued during the year.

xx. The Company has not raised money by public issues during the year.

xxi. During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have not come across any instance of material fraud on or by the Company, noticed or reported during the year nor have we been informed of such case by the management.

For ARUN MAHESHWARI & CO. Chartered Accountants

CA Arun Maheshwari

Place : Indore Proprietor

Date : 29th May, 2010 Membership No.70354 (FirmRegn.No.870C)