Auditor Report of Kataria Industries Ltd.

Mar 31, 2025

We have audited the accompanying financial statements of
M/s. Kataria Industries Limited

[CIN:U27300MP2004PLC029530] (herein referred to as “the
Company"), which comprise the balance sheet as at March
31, 2025, the statement of Profit and Loss, and the
statement of cash flows for the year then ended, and notes
to the financial statements, including 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
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 Standards prescribed under section 133 of the
Act and other accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31,
2025, its profits and its cash flows for the year ended on
that date.

Basis for 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. 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 Chartered Accountants of India (“ICAI") together
with the ethical requirements that are relevant to our audit
of the financial statements under the provisions of the Act
and rules made there under, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements and the ICAI''s Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the
financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
financial statements of the current period. These matters
are 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.

The key audit matter

How the matter was addressed in our audit

I. Issue of shares in initial public offer and utilization of proceeds from the issue. (See note 2 to the financial statements) We have decided this item as a key audit matter because - i. Shares were issued at premium, ii. Statutory obligation of the Company to utilize the proceeds of money for objects stated in the prospectus filed for initial public offer, and iii. Complexity in application of recognition and measurement principles.

Our audit procedures included the following: > Understanding the Company''s process and procedures for recognition and measurement of financial instruments (equity shares) issued. > Evaluating the design, Implementation and testing the operating effectiveness of Company''s key internal related to the Company''s process relating to the recognition and measurement of the financial instrument (equity shares). > Read minutes of meetings to verify the approvals by the board of directors. > Assessing the methods used to value the financial instruments (equity shares) and ensuring ourselves of the consistency of accounting methods. > Performed necessary procedures to verify the accuracy of amounts disclosed in the financial statements (equity shares) for compliance with applicable Indian Accounting Standards and accounting principles generally accepted in India. > Assessing the adequacy of disclosures provided in the financial statements in respect of issue of financial instruments (equity shares).

The key audit matter

How the matter was addressed in our audit

II. Acquisition of a manufacturing unit from M/s Ratlam Wires Private Limited (See note 42 to the financial statements) We have decided this item as a key audit matter because of - i. substantial amount of assets acquired and liabilities assumed and ii. complexity in application of recognition and measurement principles

Our audit procedures included the following: > Understanding the agreement executed by the Company to acquire a manufacturing unit from another Company. > Understanding the Company''s process and procedures for recognition and measurement of financial instruments (equity shares) acquired. > Evaluating the design, implementation and testing the operating effectiveness of Company''s key internal related to the Company''s process relating to the recognition and measurement of the financial instrument. > Read minutes of meetings to verify the approvals by the board of directors. > Assessing the methods used to value the financial instruments and ensuring ourselves of the consistency of accounting methods. > Performed necessary procedures to verify the accuracy of amounts disclosed in the financial statements (equity shares) for compliance with applicable Indian Accounting Standards and accounting principles generally accepted in India. > Assessing the adequacy of disclosures provided in the financial statements in respect of issue of financial instruments (equity shares).

Other Information

The Company''s management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the Company''s
annual report, but does not include the financial statements
and our auditor''s report thereon. The Company''s annual
report 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 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.

Management''s and Board of Directors''
Responsibilities for the Audit of the Financial
Statements

The Company''s management and Board of Directors are
responsible for the matters stated in section 134(5) of the
Act with respect to the preparation of these financial

statements that give a true and fair view of the state of
affairs, profits and cash flows of the Company in
accordance with the accounting principles generally
accepted in India, including the Accounting Standards
specified under section 133 of the Act. This responsibility
also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding of assets of the Company and for preventing
and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent;
and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and
presentation of the financial statements that give a true and
fair view and are free material 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 Board of Directors either intends to
liquidate the company or to cease operations, or has not
realistic alternative to do so.

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

Auditor''s Responsibilities for the Audit of the
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 the
SAs will always detect material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they
could reasonably be expected to influence the economic
decision of the 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:

> Identify and assess the risk 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.

> 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) of
the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal
financial control system in place and the operating
effectiveness of such control.

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

> Conclude on the appropriateness of management''s and
Board of Director''s use of the going concern basis of
accounting in preparation of financial statements 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 financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of
our auditor''s report. However, future events or conditions

may cause the Company to cease to continue as a going
concern.

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

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

We also provide those charge 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
current period and are therefore the key audit matters. We
describe these matters in our auditor''s report unless law or
regulation preclude 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 in
terms of section 143 (11) of the Act, we give in “Annexure
A" a statement on the matters specified in paragraph 3
and 4 of the order, to the extent applicable.

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

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

b. In our opinion, proper books of accounts as required
by law have been kept by the Company so far as it
appears from our examination of those books, except
for certain matters in respect of audit trail as stated in
paragraph 3(vi) below.

c. The balance sheet, the statement of Profit and Loss,
and the statements of Cash Flow dealt with by this
report are in agreement with relevant books of
account,

d. In our opinion, the aforesaid financial statements
comply with the Accounting Standards specified under
section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014,

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

f. The modifications relating to the maintenance of
accounts and other matters connected therewith in
respect of audit trail are as stated in paragraph 2(b)
above on reporting under section 143(3)(b) of the Act
and paragraph 3(vi) below on reporting under rule 11(g)
of the Companies (Audit and auditors) Rules, 2014.

g. With respect to 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".

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

i. The Company has disclosed the pending litigations
which may have impact on its financial position in its
financial statements. (Refer Note 38 to the financial
statements.)

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

iii. There has been no occasion or requirement to transfer
any amount 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 notes 41(i)
to the financial statements, no funds have been
advanced or loaned or invested (either from borrowed
funds or share premium or any other sources or kind of
funds) by the company to or in any other persons or
entities, 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 beneficiary")

or

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

(b) The management has represented that, to the best

of its knowledge and belief, as disclosed in notes 41(i)
to the financial statements, no funds have been
received by the company from any persons or entities,
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 from or on
behalf of the Ultimate Beneficiaries; and

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

v. The company has neither declared nor paid any
dividend during the year.

vi. Based on our examination which included test checks
and in accordance with requirements of the
Implementation Guide on Reporting on Audit Trail
under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014, except for the instances mentioned below,
the Company has used accounting softwares for
maintaining its books of account, which have a feature
of recording audit trail (edit log) facility and the same
has operated throughout the year for all relevant
transactions recorded in the respective softwares:

a. The feature of recording audit trail (edit log) facility
was not enabled to log any direct data changes for the
accounting software used for recording and
maintaining payroll information.

Further, where audit trail (edit log) facility was enabled
and operated throughout the year, we did not come
across any instance of audit trail feature being
tampered with during the course of our audit.

The back-up of audit trail (edit log) has been preserved
by the Company as per the statutory requirements for
record retention.

4. With respect to the matter to be included in the Auditor''s
Report under section 197(16) of the Act:

In our opinion and according to the information and
explanations given to us, the remuneration paid by the
Company to its directors during the current year is in
accordance with the provisions of section 197 of the Act.
The remuneration paid to any director is not in excess of
the limit laid down under section 197 of the Act.

For Ashok Kumar Agrawal & Associates

Chartered Accountants
Firm Reg. No. 022522C

CA Ashok Kumar Agrawal

^Place: Indore (Proprietor)

Date: 28^th May 2025 Membership No.: 071274

UDIN: 25071274BMMJZQ8317

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Mar 31, 2024

We have audited the accompanying financial statements of M/s. Kataria Industries Limited [CIN: U27300MP2004PLC029530] ("the Company”), which comprise the balance sheet as at March 31, 2024, the Statement of Profit and Loss and statement of cash flow for the year then ended, and notes to the 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 financial statements give the information required by the Companies Act, 2013 (‘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, its profit for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with the standards on auditing specified under section 143 (10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the auditor''s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the code of ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the 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 financial statements for the financial year ended March 31,2024. 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.

Responsibility of Management for the 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 financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material 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 operations, or has no realistic alternative but to do so.

The board of directors are also responsible for overseeing the Company''s financial reporting process.

Auditor’s responsibilities for the audit of the 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:

• 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.

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

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

• Conclude on the appropriateness of 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 financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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.

As required by the Companies (Auditor''s Report) Order, 2020 (“the

Order”), issued by the Central Government of India in terms of subsection (11) of section 143 of the Companies Act, 2013, we give in the

Annexure - “A”, a statement on the matters specified in paragraph 3

and 4 of the order, to the extent applicable.

As required by section 143(3) of the Act, we report that;

(i) 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;

(ii) 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;

(iii) The balance sheet, the statement of profit and loss and the statement of cash flow; dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the aforesaid financial statements comply with the accounting standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014;

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

(vi) With respect to adequacy of the internal financial control over financial statement of the Company and the operating effectiveness of such control, 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 control over financial reporting; and

(vii) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirement of section 197(16) of the Act, as amended, in our opinion and to the best of our information and explanation provided to us, the managerial remuneration paid by the company to its directors during the year is in accordance with the provisions of section 197 of the Act.

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

a. The Company has disclosed pending litigations which may impact its financial position. (Refer Note No.40)

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

c. There has been no occasion or requirement to transfer and amount, to the Investor Education and Protection Fund by the Company.

d. The Company is not paid any dividend during the year.

e. Based on our examination on test check basis, the company has used an accounting software for maintaining its books of account for the financial year ended March 31, 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 audit trail feature being tampered with.

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

For P. D. Nagar & Co. Chartered Accountants FRNo.: 01231C

Place: Indore [CA. P. D. Nagar]

Date: 21st May 2024 Proprietor

UDIN: 24008627BKELTU3090 M. No.: 008627