Auditor Report of Nirmitee Robotics India Ltd.

Mar 31, 2025

Nirmitee Robotics India Limited

Report on the Audit of the Standalone Annual Financial Results

Qualified Opinion

We have audited the accompanying Standalone Financial Results of NIRMITEE ROBOTICS INDIA LIMITED., (the Company) for the half year and year ended 31^st March 2025 (“the Statement”) being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, as amended (“the listing regulations”).

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in ‘Basis for Qualified Opinion’ Paragraph, these Standalone Financial Results

i. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

ii. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards prescribed under section 133 of the Companies Act, 2013 (the Act) and other accounting principles generally accepted in India, of the financial position, net profit and other financial information for the half year and year ended 31^st March 2025.

Basis for Qualified Opinion

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

We would like to draw attention of the users to the following:

1. In Note 8 to the Standalone Financial Results (Property, Plant and Equipment), the assets worth Rs. 36.25 lakhs were lying under the head ‘Capital Goods in Transit’ on account of closure of the wholly owned subsidiary, Nirmitee Robotics AC Maintenance LLC. Which were physically received on 19.06.2024 and out of which Rs. 18.51 lakhs were apportioned to the respective items of PPE as capital expenditure and apportioned the remaining Rs. 17.74 lakhs as revenue expenditure as the company intends to utilize these items as spares and consumables or in its

trading activities as explained and represented by the management even though these items were previously classified under capital goods. Hence, these items are reclassified as revenue.

As a result of this, the Profit and Loss Account is understated by Rs. 17.74 Lakhs since the reclassified items are booked under Indirect Expenses and disclosed under Note 21 - Other Expenses.

2. Regarding closure of Subsidiary Related Accounts - Following the liquidation of its wholly owned subsidiary, Nirmitee Robotics AC Maintenance LLC, Dubai, the company has closed all subsidiary related balances in its standalone financial results which are as follows:

a. The company had advanced a Long-Term Loan of AED 3,90,000/- (INR 90.99 Lakhs) to its wholly owned subsidiary in Dubai, which was previously disclosed as such, as also mentioned under Note 10 - Long-Term Loans & Advances. Now, pursuant to the closure of the subsidiary’s business, the company has written off the loan in its reserves and surplus account as it is a capital loss of monetary value, not relating directly to the regular business operations of the company. The company had also booked and disclosed the interest income of Rs. 9.19 Lakhs in accordance with the loan agreement in its standalone financial results for the half-year ended 30^th September 2024, which is now reversed pursuant to the liquidation.

b. The company had invested AED 3,00,000/- (INR 70.66 Lakhs) in the equity share capital of the wholly owned subsidiary in Dubai, which was previously disclosed in the financial statement and now under Note 10 - Long-Term Loans & Advances. Now, pursuant to the closure of the subsidiary’s business, the company has written off the value of this investment in the Profit and Loss Account for cause of representing the diminished value of the investment. This has resulted into understatement in profit by the same amount. The management has represented that the value of investment has diminished below its recoverable value, which is practically zero and that the whole amount of such investment is written off in the Profit and Loss Account.

c. The Company had also advanced certain sums to the Director and the company, Nirmitee Robotics AC Maintenance LLC (INR 62.99 Lakhs) which were expended for the purposes incidental to the business activities and closure of the business. Now. pursuant to the closure of the subsidiary’s business, the company has written off the value of these advances in the Profit and Loss Account, which has resulted in an understatement in profit by the same amount. The management has represented that on account of liquidation of the subsidiary; these advances are irrecoverable and thus written off in the Profit and Loss Account.

Emphasis of Matter

The Emphasis of Matter Paragraph in an audit report serves to draw the user’s specific attention to matters that the auditor, in their professional judgment, considers to be of significance in the organization’s financial statements or other documents.

Our opinion is not modified in respect of this matter.

Management’s and Board of Director’s Responsibilities for the Standalone Financial Results

These half yearly and yearly Standalone Financial Results have been prepared on the basis of the annual Standalone Financial results. The Company’s Board of Directors are responsible for preparation

of these financial results that give a true and fair view of the net profit and other financial information in accordance with the recognition and measurement principles laid down in Accounting Standard 25, “Interim Financial Reporting” prescribed under section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Results, the Management and the Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control.

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

• Conclude on the appropriateness of Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Standalone Financial

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

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

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

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

Other Matter:

The statements include the results for the half year ended 31^st March 2025 being balancing figures between audited figures in respect of the full financial year and the published audited year to date figures upto the first half year of the current financial year which were subjected to limited review by us.

The Company had set up a wholly-owned subsidiary in Dubai (United Arab Emirates), by the name of ‘Nirmitee Robotics AC Maintenance LLC’, which has been closed on 15.07.2024. The impact of this would not affect the going concern aspect of the parent company.

We did not audit the financial statements/information of Nirmitee Robotics AC Maintenance LLC. The financial statements/information of the subsidiary are subject to being audited by the independent auditor of the said concern. Our opinion, in so far as it relates to the amounts and disclosures included in respect of the subsidiary, is based solely on the Liquidator’s Report of the concern and information and representation by the management.

We consider it necessary to communicate this matter with the users of the standalone financial results as it is relevant to the users’ understanding of these standalone financial results, the auditor’s responsibilities, or the audit report. Our opinion is not modified in this regard.

For B P S D & Associates Chartered Accountants FRN: 118251W

Place: Nagpur Date: 27.05.2025

Sd/-

CA Shantanu Deshmukh Partner

Membership No. 103837 UDIN: 25103837BMKUGW6463

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Mar 31, 2024

We have audited the accompanying standalone financial statements of NIRMITEE ROBOTICS
INDIA LIMITED (the “Company), which comprise the Balance Sheet as at 31st March’ 2024 and
Statement of Profit and Loss, and the Statement of Cash Flows, for the year then ended, and notes to
the standalone financial statements, including a summary of significant accounting policies and other
explanatory information (hereinafter referred to as the “standalone financial statements”)

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

Basis for Opinion

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

Other Matter

The Company had set up a wholly-owned subsidiary in the United Arab Emirates in the year 2022,
by the name of ‘Nirmitee Robotics AC Maintenance LLC’. For the establishment of the subsidiary,
the Company has advanced certain sums to its Directors and Employees, which are appropriately
disclosed in the Standalone Financial Statements. Now, the Management intends to close the
business activities of its wholly owned subsidiary company due to inviability of the business, by the
end of the year 2024. The financial loss on account of such wholly-owned subsidiary is shown under
consolidated financial statements of the Company, which would have marginal effect on the
financials of the company however, this would not impact the business of the parent company and its
going concern status.

We did not audit the financial statements/information of Nirmitee Robotics AC Maintenance LLC.
The financial statements/information of the subsidiary are subject to being audited by the
independent auditor of the said concern, whose reports have not been produced to us, and our
opinion in so far as it relates to the amounts and disclosures included in respect of the subsidiary, is
based solely on the report by the management, which is unaudited.

We consider it necessary to communicate this matter with the users of the standalone financial
statements as it is relevant to the users’ understanding of these standalone financial statements, the
auditor’s responsibilities, or the audit report. Our opinion is not modified in this regard.

Emphasis of Matter

If, based on the work we have performed, we conclude that there are matters which need emphasis in
our report; we are required to report those matters. We draw attention to the following matter
appropriately disclosed in the standalone financial statements that are significant to the users’
understanding of the standalone financial statements:

We draw attention to the note no. 9 of the standalone financial results wherein during the year under
consideration, the holding company has acquired assets amounting to Rs. 36,24,587.70/- from its
wholly owned subsidiary company by way of transfer through invoice on the intended business
closure of the wholly owned subsidiary company as decided by the management of the company.
This transfer is made by adjustment through loan/advance account. These assets are lying with the
Customs Authorities, Dubai on Dubai Port pending customs clearance as at the Balance Sheet date.
These assets are shown under the head fixed assets as “Capital Goods in transit” both in standalone
and consolidated financial results.

Our opinion is not modified in respect of these matters.

Key Audit Matter

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

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

The Company’s Board of Directors is responsible for the other information. The other information
comprises the information included in the other applicable report, but does not include the standalone
financial statements and our auditor’s report thereon.

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

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

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

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

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Financial
Statements that give a true and fair view of the financial position, financial performance and Cash
Flows of the Company in accordance with the accounting principles generally accepted in India,
including the accounting Standards specified under Section 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the
standalone financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the Board of Directors 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 the Board of Directors either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors is also responsible for overseeing the Company’s financial reporting
process.

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

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Companies Act, 2013, we are also responsible for expressing our opinion on whether the

l/o /

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

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

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

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

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

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

We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards. From the matters communicated with those charged with
governance, we determine those matters that were of most significance in the audit of the standalone
financial statements of the current period and are therefore the key audit matters. We describe these
matters in our Auditor’s Report unless law or regulation precludes public disclosure about the matter
or when, in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Companies
Act, 2013, we give in the “Annexure A” a statement on the matters specified in paragraphs 3
and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report 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. _; . \

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(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 and the statement of Profit & Loss and the Cash Flow Statement
dealt with by this Report are in agreement with the books of account.

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

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

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

(g) With respect to the other matters to be included in the Auditor’s Report in accordance
with 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:

1. The Company does not have any pending litigations as on 31 March 2024 which
would impact its financial position.

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

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

4.

a. The Management has represented that, to the best of its knowledge and
belief, no funds (which are material either individually or in the aggregate)
have been advanced or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of funds) by the Company to or
in any other person or entity, including foreign entity (“Intermediaries”),
with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of
the Company (“Ultimate Beneficiaries”) or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries;

b. The Management has represented, that, to the best of its knowledge and
belief, no funds (which are material either individually or in the aggregate)
have been received by the Company from any person or entity, including
foreign entity (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company shall, whether, directly
or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party (“Ultimate

Beneficiaries”) or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

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

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

6. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules,
2014 is applicable from 1 April 2023. Based on our examination which included
test checks, the Company has used accounting software for maintaining its books
of account, which has a feature of recording audit trail (edit log) facility and the
same has operated throughout the year for all relevant transactions recorded in the
respective software. Further, for the periods where audit trail (edit log) facility was
enabled and operated throughout the year for the respective accounting software,
we did not come across any instance of the audit trail feature being tampered with.

Sd/-

For B P S D & Associates

©Chartered Accountants
FRN: 118251W

CA Shantanu Deshmukh
Partner

M. No.: 103837
UDIN: