Auditor Report of UCAL Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial
statements of UCAL LIMITED ("the Company"), which
comprise the Standalone Balance Sheet as at March 31,
2025, the Standalone Statement of Profit and Loss (including
Other Comprehensive income), the Standalone Statement
of Changes in Equity and the Standalone Statement of
Cash Flows for the year then ended, including a summary
of the Material 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 ("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, total comprehensive
income (comprising of profit and other comprehensive loss),
the changes in equity, and its cash flows for the year then
ended.

Basis for Opinion

We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under Section 143(10) of the
Act. Our responsibilities under those standards are further

described in the "Auditor''s Responsibilities for the Audit of the
Standalone Financial Statements" section of our report. We
are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of
India ("ICAI") together with the ethical requirements that are
relevant to our audit of the standalone financial statements
under the provisions of the Act and the Rules 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 obtained by us is
sufficient and appropriate to provide a basis for our opinion
on the standalone financial statements.

Emphasis of Matter

We draw attention to Note 38 (b) forming part of the
Standalone Financial Statements for the year in connection
with the pending RBI approval for the write-off made during
the year 2017-18 in respect of Trade Receivable and Loan
receivable aggregating to ?15,191.85 lakhs due from the
Company''s wholly owned subsidiary (UCAL Holdings Inc.,
(USA), formerly Amtec Precision Products Inc.,)

Our opinion is not modified in respect of the above matter.

Key Audit Matters

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

The following have been considered as Key Audit Matters:

Sl. No.	Key Audit Matter	Auditors'' Response
1	Evaluation of uncertain tax positions	Principal Audit Procedures:
	The Company has material uncertain tax	ii. We obtained details of completed tax assessments
	positions including matters under dispute	and demands for the year ended March 31, 2025 from
	which involves significant judgment to	management.
	determine the possible outcome of these disputes.	ii. We involved our internal experts to analyse the management''s
		underlying assumptions in estimating the tax provision and the possible outcome of the disputes.
		iii. We also considered legal precedence and other rulings in evaluating management''s position on these uncertain tax positions.
2	Valuation of inventories:	Principal Audit Procedures:
	At the balance sheet date, the carrying amount	To address the risk of material error on inventories, our audit
	of inventory amounted to '' 5,651.97 lakhs	procedures included amongst others:
	representing 7.85% of total assets. As per the accounting policy adopted by the Company, Inventories are valued at the lower of cost and net realisable value.	i. Evaluated the compliance of company''s accounting policies with respect to inventory for compliance with applicable Accounting Standards
		ii. Evaluated the internal controls governing accounting of
		inventory and its valuation
		iii. Performed substantive audit procedures including observation of physical inventory count and sample verification of inventory valuation.

Information other than the Standalone Financial Statements
and Auditors'' Report thereon

The Company''s Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Directors'' Report
including Annexures to Directors'' Report but does not include
the Standalone Financial Statements and our Auditors'' report
thereon. The other information is expected to be made
available to us after the date of this Auditors'' report.

Our opinion on the Standalone 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 Standalone Financial
Statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the Standalone Financial Statements or our
knowledge obtained in the audit, or otherwise appears to be
materially misstated.

On receipt of other information, if we conclude that there
is a material misstatement therein, we are required to
communicate the matter to those charged with governance
and we shall:

(a) If the material misstatement is corrected, perform
necessary procedure to ensure the correction; or

(b) If the material misstatement is not corrected after
communicating the matter to those charged with
governance, take appropriate action considering our legal
rights and obligations, to seek to have the uncorrected
material misstatement appropriately brought to the
attention of users for whom this Auditors'' report is
prepared.

Responsibilities of Management and those charged with
Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to
the preparation of these Standalone Financial Statements
by the Management that give a true and fair view of
the financial position, financial performance (including
Other Comprehensive Loss), changes in equity and cash
flows of the Company in accordance with the accounting
principles generally accepted in India, including the Ind AS.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the
Act for the 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 Board of Directors either intends
to liquidate the Company or to cease operations or has no
realistic alternative but to do so.

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

Auditors'' Responsibility for the Audit of 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 financial control
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

expressing our opinion on whether the Company has an
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 represents 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 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
Act, we give in "Annexure-I" a statement on the matters
specified in paragraphs 3 and 4 of the said Order, to the
extent applicable.

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

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

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

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

d. In our opinion, the aforesaid Standalone Financial
Statements comply with the Ind AS;

e. On the basis of the written representations received
from the Directors as on March 31, 2025 taken
on record by the Board of Directors, none of the
Directors is disqualified as on March 31, 2025
from being appointed as a Director in terms of
Section 164(2) of the Act. There is no qualification,
reservation, or adverse remark relating to the
maintenance of accounts and other matters
connected therewith;

f. With respect to adequacy of the internal financial
controls with reference to Standalone Financial
Statements of the Company and the operating
effectiveness of such controls, we give our
report in "Annexure-II". Our report expresses an
unmodified opinion on the adequacy and operating
effectiveness of the Company''s internal financial

controls over financial reporting with reference to
Standalone Financial Statements;

g. With respect to the other matters to be included
in the Auditor''s Report in accordance with the
requirements of section 197 (16) of the Act, as
amended: In our opinion and to the best of our
information and according to the explanations
given to us, the remuneration paid by the Company
to its directors during the year is in accordance with
the provisions of section 197 of the Act.;

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

i. The Company has disclosed the impact of
pending litigations on its financial position in
its Standalone Financial Statements - Refer to
Note 46 to Standalone Financial Statements;

ii. The Company is not required to recognize
any provision as at March 31, 2025 under the
applicable Law or Accounting Standards, as it
does not have any material foreseeable losses
on long term contracts. The Company does not
have any derivative contracts

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

iv. (a ) The Management has represented that,

to the best of 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; and

(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.

v. As disclosed in Note 49 to the Standalone

Financial Statements, the Board of Directors,
at its meeting held on May 29, 2024, did not
recommend any dividend for the financial year

2023-24. Furthermore, no dividend has been
proposed for the financial year 2024-25 by the
Board at its meeting held on May 30,2025.

vi. 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 includes test checks, the
company has used an accounting software for
maintaining its books of account which has a
feature of recording audit trail (edit log) facility
and the same has operated throughout the
year for all relevant transactions recorded in
the software. Further, during the course of our
audit, we did not come across any instance of
audit trail feature being tampered with.

For M/s R. Subramanian and Company LLP,

Chartered Accountants
ICAI Firm Regn. No. 004137S/S200041

Kumarasubramanian R

Partner

Place : Chennai M No. 021888

Date: May 30, 2025 UDIN: 25021888BMMBJA3002

---

Mar 31, 2024

We have audited the accompanying standalone financial statements of UCAL LIMITED ("the company"), which comprise the Standalone Balance Sheet as at March 31, 2024, the Standalone Statement of Profit and Loss (including Other Comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, including a summary of the significant accounting policies and other explanatory information. (hereinafter referred to as "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 ("Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit (including other comprehensive loss), the changes in equity, and its cash flows 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 Act. Our responsibilities under those standards are further described in the "Auditor''s Responsibilities for the Audit of the Standalone Financial Statements" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of

India ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules 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 obtained by us is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements

Emphasis of Matter

We draw attention to Note 38 (b) and 31 forming part of the Standalone Financial Statements for the year in connection with the pending RBI approval for the following:

1) Write-off made during the year 2017-18 in respect of Trade Receivable and Loan receivable aggregating to ? 15,191.85 lakhs due from the company''s wholly owned subsidiary (UCAL Holdings Inc., (USA), formerly Amtec Precision Products Inc.,) and

2) Provision for Impairment made by the company during the year 2019-20 amounting to ?10,509 lakhs against investment in the company''s wholly owned subsidiary (UCAL Holdings Inc., (USA), formerly Amtec Precision Products Inc.,)

Our opinion is not modified in respect of the above matter.

Key Audit Matters

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

The following have been considered as Key Audit Matters:

Sl. No.	Key Audit Matter	Auditors'' Response
1	Evaluation of uncertain tax positions	Principal Audit Procedures:
	The Company has material uncertain tax	ii. We obtained details of completed tax assessments
	positions including matters under dispute	and demands for the year ended March 31, 2024 from
	which involves significant judgment to	management.
	determine the possible outcome of these disputes.	ii. We involved our internal experts to analyse the management''s
		underlying assumptions in estimating the tax provision and the possible outcome of the disputes. iii. We also considered legal precedence and other rulings in evaluating management''s position on these uncertain tax positions.
2	Valuation of inventories:	Principal Audit Procedures:
	At the balance sheet date, the carrying amount	To address the risk of material error on inventories, our audit
	of inventory amounted to Rs. 4,833.87 lakhs representing 7.29% of total assets. As per the	procedures included amongst others: i. Evaluated the compliance of company''s accounting policies
	accounting policy adopted by the Company, Inventories are valued at the lower of cost and net realisable value.	with respect to inventory for compliance with applicable Accounting Standards ii. Evaluated the internal controls governing accounting of inventory and its valuation iii. Performed substantive audit procedures including observation of physical inventory count and sample verification of inventory valuation.

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

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Directors'' Report including Annexures to Directors'' Report but does not include the Standalone Financial Statements, Consolidated Financial Statements and our Auditors'' report thereon. The other information is expected to be made available to us after the date of this Auditors'' report.

Our opinion on the Standalone 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 Standalone Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

On receipt of other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and we shall:

(a) If the material misstatement is corrected, perform necessary procedure to ensure the correction; or

(b) If the material misstatement is not corrected after communicating the matter to those charged with governance, take appropriate action considering our legal rights and obligations, to seek to have the uncorrected material misstatement appropriately brought to the attention of users for whom this Auditor''s report is prepared.

Responsibilities of Management and those charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance (including Other Comprehensive Income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for the 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 Board of Directors either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so.

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

Auditors'' Responsibility for the Audit of 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 financial control 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 expressing our opinion on whether the Company has an

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 represents 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 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

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; and

(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.

v. The dividend pertaining to financial year 202223 was approved in the AGM held during September 2023 and paid by the company in accordance with provisions of Sec 123 of the Act. As stated in Note 49 to the Standalone Financial Statements, the Board of Directors of

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 Act, we give in "Annexure-I" a statement on the matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable.

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

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

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

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

d. In our opinion, the aforesaid Standalone Financial Statements comply with the IND AS;

e. On the basis of the written representations received from the Directors as on March 31, 2024 taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2024 from being appointed as a Director in terms of Section 164(2) of the Act. There is no qualification, reservation, or adverse remark relating to the maintenance of accounts and other matters connected therewith;

f. With respect to adequacy of the internal financial controls with reference to Standalone Financial Statements of the Company and the operating effectiveness of such controls, we give our report in "Annexure-II". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting with reference to Standalone Financial Statements;

g. With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197 (16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements - Refer to Note 46 to Standalone Financial Statements;

ii. The Company is not required to recognize any provision as at March 31, 2024 under the applicable Law or Accounting Standards, as it does not have any material foreseeable losses on long term contracts. The Company does not have any derivative contracts

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

iv. (a) The Management has represented that,

to the best of 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

the Company in their meeting held on May 29, 2024 has not proposed distribution of dividend for the financial year 2023-24.

vi. 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 includes test checks, the company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with.

For M/s R. Subramanian and Company LLP,

Chartered Accountants ICAI Firm Regn. No. 004137S/S200041

Kumarasubramanian R

Partner

Place : Chennai M No. 021888

Date: May 29, 2024 UDIN: 24021888BKAJZK9672

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Mar 31, 2023

Report on the Audit of Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of UCAL FUEL SYSTEMS LIMITED ("the company"), which comprise the Standalone Balance Sheet as at March 31, 2023, the Standalone Statement of Profit and Loss (including Other Comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "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 ("Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, the profit (including other comprehensive income), the changes in equity, and its cash flows 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 Act. Our responsibilities under those standards are further

described in the "Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules 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 obtained by us is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to Note 38 (b) forming part of the financial statements for the year in connection with the nonavailability of RBI approval for the write-off made during the year 2017-18 in respect of Trade Receivable and Loan receivable aggregating to ^ 12,337.79 lakhs due from foreign subsidiary (UCAL Holdings Inc., formerly Amtec Precision Products Inc.,)

Our opinion is not modified in respect of the above matter. Key Audit Matters

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

The following have been considered as Key Audit Matters:
Sl. No.	Key Audit Matter	Auditors'' Response
1	Evaluation of uncertain tax positions The Company has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome of these disputes.	Principal Audit Procedures: i. We obtained details of completed tax assessments and demands for the year ended 31 March 2023 from management. ii. We involved our internal experts to analyse the management''s underlying assumptions in estimating the tax provision and the possible outcome of the disputes. iii. We also considered legal precedence and other rulings in evaluating management''s position on these uncertain tax positions.
2	Valuation of inventories: At the balance sheet date, the carrying amount of inventory amounted to '' 4,271.44 lakhs representing 6.46% of total assets. As per the accounting policy adopted by the Company, Inventories are valued at the lower of cost and net realisable value.	Principal Audit Procedures: To address the risk of material error on inventories, our audit procedures included amongst others: i. Evaluated the compliance of company''s accounting policies with respect to inventory for compliance with applicable Accounting Standards ii. Evaluated the internal controls governing accounting of inventory and its valuation iii. Performed substantive audit procedures including observation of physical inventory count and sample verification of inventory valuation.

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

The Company''s Board of Directors are responsible for the preparation of the other information. The other information comprises of the information included in the Directors'' Report including Annexures to Directors'' Report but does not include the Financial Statements and our Auditors'' report thereon. The other information is expected to be made available to us after the date of this Auditors'' report.

Our opinion on the Ind AS 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 Ind AS 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 Ind AS Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

On receipt of other information, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and we shall:

(a) If the material misstatement is corrected, perform necessary procedure to ensure the correction; or

(b) If the material misstatement is not corrected after communicating the matter to those charged with governance, take appropriate action considering our legal rights and obligations, to seek to have the uncorrected material misstatement appropriately brought to the attention of users for whom this Auditors'' report is prepared.

Responsibilities of Management and those charged with Governance for the Standalone Financial Statements

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

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

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

Auditors'' Responsibility for the Audit of Standalone Ind AS Financial Statements

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

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 Ind AS 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 financial control 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 expressing our opinion on whether the Company

has an adequate internal financial controls system with reference to financial statements 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 auditors'' 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 Standalone Ind AS Financial Statements, including the disclosures, and whether Standalone Ind AS Financial Statements represents the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in standalone Ind AS 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 evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in standalone Ind AS 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 Standalone Ind AS 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 Act, we give in "Annexure-I" a statement on the matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable.

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

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

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

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

d. In our opinion, aforesaid Standalone Ind AS Financial Statements comply with the Accounting Standards specified under section 133 of the Act read with Companies (Indian Accounting Standard) Rules, 2015, as amended;

e. On the basis of the written representations received from the Directors as on 31st March, 2023 taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2023 from being appointed as a Director in terms of Section 164(2) of the Act. There is no qualification, reservation, or adverse remark relating to the maintenance of accounts and other matters connected therewith;

f. With respect to the adequacy of the internal financial controls with reference to Standalone Ind AS financial statements and the operating effectiveness of such controls, we give our report in "Annexure-II";

g. With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197 (16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.;

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Ind AS Financial Statements - Refer to Note 46 to Standalone Ind AS Financial Statements;

ii. The Company did not have any material foreseeable losses on long-term contracts including derivative contracts.

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

iv. (a) The Management has represented that,

to the best of 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; and

(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.

v. The final dividend paid by the Company during

the year, which pertains to the previous year 2021-22 is in accordance with Section 123 of the Act, to the extent it applies to payment of dividend; As stated in Note 49 to the Standalone Financial Statements, the Board of Directors of the Company have proposed final dividend for the year 2022-23 which is subject to the approval of the Members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to the declaration of dividend.

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

For M/s R. Subramanian and Company LLP,

Chartered Accountants ICAI Firm Regn. No. 004137S/S200041

Kumarasubramanian R

Partner

Place : Chennai M No. 021888

Date: May 29, 2023 UDIN: 23021888BGSROV9887

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Mar 31, 2018

Report on the Standalone Indian Accounting standards (Ind AS) Financial Statements

We have audited the accompanying standalone Ind AS financial statements of UCAL Fuel Systems Limited, (‘the Company’), which comprises the Balance Sheet as at 31^st March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed 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 the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these Standalone Ind AS financial statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

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

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

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

Opinion

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

Emphasis of Matters

Without qualifying our opinion, we draw attention to Note 37(c). forming part of the financial results for the year, in respect of the following matters relating to the foreign subsidiary of the Company

i. During the current year receivables amounting to Rs.2,854.06 lakhs and loans and advances amounting to Rs.12,337.79 lakhs due to the Company from the foreign subsidiary “ Amtec Precision Products, Inc., USA (AMTEC) has been written off, and the company has initiated the process of getting the approval from Reserve Bank of India for such write off.

ii. We also draw your attention to Note 32 forming part of the financial statements for the year, in respect of impairment of investment in the same subsidiary of Rs.20,877.28 lakhs , being technical matter, subject to uncertainty we have relied on the estimates and assumptions made by the Company. Accordingly provision for impairment/diminution as on 31^st March, 2018 has not been considered.

Other Matters

1. The comparative financial information of the Company for the year ended 31^st March 2017 and the transition date opening balance sheet as at 1^st April 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 ( as amended) audited by previous auditors for the year ended 31^st March 2017 and 31^st March 2016 dated 30/05/2017 and 30/05/2016 respectively expressed an unmodified opinion on those Standalone Financial Statements. The adjustments to those financial statements for the differences in the accounting principles adopted by the Company on transition to the Ind AS have been audited by us.

Our opinion on the Standalone Ind As financial statements and our report on other Legal and Regulatory requirements below is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) in our opinion, the aforesaid Standalone Ind AS financial statements, comply with the Indian Accounting Standards prescribed under Section 133 of the Act;

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

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls 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 and

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

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note No. 44 to the Standalone Ind AS financial statements.

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

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

Annexure A to Independent Auditors’ Report - 31^st March 2018

(Referred to in our report of even date)

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

(b) As explained to us, these fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification;

(c) According to the information and explanations given to us on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. The inventories have been physically verified by the management during the year. In our opinion, the frequency of physical verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book stocks have been properly dealt with in the books of account.

iii. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company during the year has not provided any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii (a) and iii (b) are not applicable.

iv. According to the information and explanations given to us, and on the basis of our examination of the books of account, the Company during the year has not provided any loan or investment or Guarantees or Securities which falls under the purview of Section 185 and 186 of the Companies Act, 2013. in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

v. According to the information and explanations given to us, the Company has not accepted any deposits from the public and consequently the directives issued by the Reserve Bank of India and provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and Companies (Acceptance of Deposits) amended Rules, 2015 are not applicable.

vi. On the basis of the records produced to us, we are of the opinion that, prima facie, the cost records prescribed by the Central Government under sub-section (1) of Section 148 of the Act have been made and maintained. However, we are not required to and have not carried out any detailed examination of such records.

vii. According to the information and explanations given to us, the Company is regular, in depositing with the appropriate authorities the undisputed statutory dues in the case of Provident Fund, Employees’ State Insurance, Income Tax, Service Tax, Sales Tax, Customs Duty, Goods and service Tax, Excise Duty and Cess, Value Added Tax and other material Statutory dues. To the best of our knowledge and according to the information and explanations given to us, there are no arrears of outstanding statutory dues as at March 31, 2018 for a period of more than six months from the date they become payable.

As per the information and explanations given to us, following are the statutory dues which have not been deposited on account of disputes.

Statutory Dues

Nature of Dues / Statute	Nature of the Dues	Amount Rs. In lakhs	Forum where dispute is pending
Income Tax Act	Income Tax -AY-2000-01	3.59	High Court of Madras
Income Tax Act	Income Tax -AY-2003-04	146.58	CIT (Appeals ), Chennai
Central Excise Act	Central Excise - (August 2003 -June-2004)	1.83	Asst Commissioner of GST & Central Excise Maraimalainagar Division

Central Excise Act	Central Excise -(April, 2015-November,2016)	37.67	Asst Commissioner of GST & Central Excise Maraimalainagar Division
Sales Tax and Value Added Tax	Central Sales Tax - FY 2006-07 - Plant 8	4.77	Additional Deputy Commissioner (Appellate), Chennai
Sales Tax and Value Added Tax	Haryana -VAT-AY 2014-15	50.93	ETO cum Assessing Officer, Gurgaon

viii) On the basis of verification of records and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or borrowings to Financial Institutions/banks, Government or dues to Debenture holders.

ix) In our opinion and according to the information and explanations given to us the term loans availed by the Company have been applied for the purpose for which they were obtained. In our opinion and according to the information and explanations given to us, the Company has not raised monies by way of initial public offer (including debt instruments) during the year and hence his clause is not applicable.

x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the Management, no fraud has been noticed or reported during the year.

xi) In respect of the financial year 2017-18, the company has paid or provided Managerial remuneration in accordance with the approvals by the Ministry of Company Affairs, Government of India, vide their letter dated 12th July, 2017.

xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company and reporting under clause 3 (xii) of the order is not applicable.

xiii) According to the information and explanations given to us and based on our examination of records of the company, transactions with related parties are in compliance with sections 177 and 188 of the Act, where applicable and details of such transactions have been disclosed in the Ind As Standalone financial statements as required by the applicable Indian accounting standards.

xiv) According to the information and explanations given to us and based on our examination of the records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause 3 (xiv) of the Order is not applicable to the Company.

xv) According to the information and explanations given to us and based on our examination of the records of the company, the Company has not entered into any non-cash transactions with its directors or persons connected with its Directors.

xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Report on the Internal Financial Controls under clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“ the Act”)

1. We have audited the internal financial controls over financial reporting of UCAL Fuel Systems Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Managements’ Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

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

c) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

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

FOR M/s R. SUBRAMANIAN AND COMPANY LLP

Chartered Accountants

ICAI regd. No. 004137S/S200041

K JAYASANKAR

Place : Chennai Partner

Date : 21^st May 2018 Membership No.014156

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Mar 31, 2015

We have audited the accompanying standalone financial statements of M/S. UCAL FUEL SYSTEMS LIMITED ("the Company") which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, 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 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 preparation and presentation 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, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit 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 the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial 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 the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the 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 the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note No. 31 of the Notes forming part of Financial Statements for the year, in respect of impairment of investment in the foreign wholly owned subsidiary company M/s Amtec. Being a technical matter, we have relied on the estimates and assumptions made by the Company for not considering any provision for impairment/ diminution as at 31st March, 2015.

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 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 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 2015 taken on record by the Board of Directors, 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; and

(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 the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements

* Refer Note 30 to the financial statements;

ii the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts - Refer Note 7 and 11 to the financial statements; and

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

(g) Attention is invited to Note No.41, of Notes to Accounts, regarding managerial remuneration to directors, which is in excess of the limits prescribed by the Companies Act, 2013.

ANNEXURE TO THE AUDITOR'S REPORT

The Annexure referred to in our report to the members of UCAL FUEL SYSTEMS LIMITED ('the Company') for the year ended 31 March 2015. We report that:

(1) In respect of its Fixexd Assets

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. The company is in the process of updating its Fixed Asset register.

b) The Company has a programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of 3 years. No material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets

(2) In respect of its Iventories

a) Physical verification of inventory has been conducted at reasonable intervals by the management.

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

c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(3) The Company has not granted during the year, loans to bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. There is no continuing failure to correct major weaknesses in the internal control system of the Company.

(5) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public and hence compliance with directives issued by the reserve Bank of India and the provisions of Section 73 to 76 or any other relevant provisions of the Act and the rules framed there under are not applicable.

(6) As per the books and records produced to us and explanations offered thereon, we are of the opinion that, prima facie, the cost records and accounts prescribed by the Central Government under Sec 148 of the Companies Act, 2013, have been made and maintained. However we are not required and have not made any detailed examination of the said records, with a view to determine whether they are accurate or complete.

(7) a) According to the records produced, the company is generally regular in depositing with appropriate authorities

the undisputed applicable statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess were outstanding at the year end, for a period of more than six months from the date they became payable.

c) As per the information and explanations given to us, following are the statutory dues which have not been deposited on account of dispute.

Name of the Amount Statute Nature of the Dues (Rs. in Lakhs)

Income Tax Act Income Tax AY 2000-01 3.59

Income Tax Act Income Tax AY 2003-04 146.58

Income Tax Act Income Tax AY 2005-06 73.66

Income Tax Act Income Tax AY 2010-11 258.35

Income Tax Act Income Tax AY 2012-13 389.22

Central Excise Act Service Tax FY 2011-12 1.23

Central Excise Act Central Excise FY 2008-09 16.80

Central Excise Act Central Excise FY 2006-07 120.43

Central Excise Act Central Excise FY 2007-08 3.56

Central Excise Act Central Excise (August 1.83 2003 - June 2004)

Central Excise Act Central Excise (January 34.93

2001 - August 2003)

Central Excise Act FY 2002-03 44.14

Central Excise Act Service Tax-FY-2011-12 1.95

Central Sales Tax CST Plant-1 1.04

Central Sales Tax CST Plant 8 4.77

VAT Act VAT plant (7 and 8) 83.07

Indian Stamp Act Stamp Duty 31.37

Name of the Forum where dispute is pending Statute

Income Tax Act High Court of Madras

Income Tax Act CIT Appeals, Chennai

Income Tax Act ITAT, Chennai

Income Tax Act ITAT, Chennai

Income Tax Act CIT Appeals, Chennai

Central Excise Act Additional Commissioner of Service Tax

Central Excise Act Commissioner of Central Excise, Pondicherry

Central Excise Act Joint Commissioner of Central Excise

Central Excise Act Joint Commissioner of Central Excise, Delhi

Central Excise Act Assistant Commissioner of Central Excise, Tambaram Division

Central Excise Act Chief Commissioner Excise (Appeals)

Central Excise Act Additional Commissioner, Gurgaon.

Central Excise Act Commissioner Appeals (Gurgoan)

Central Sales Tax Appellate Deputy Commissioner

Central Sales Tax Appellate Deputy Commissioner, Chennai

VAT Act Appellate Deputy Commissioner, Chennai

Indian Stamp Act Inspector General of Registration (Appeals) Chennai, Tamil Nadu

d) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time

(8) The company does not have accumulated losses as at the end of the Financial Year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

(9) The company has not defaulted in repayment of dues to any financial institutions or bank or debenture holders

(10) In our opinion and according to the information and explanations given to us, the terms and conditions on which the company has given guarantees for loans taken by others from bank and financial institutions are not prima facie prejudicial to the interests of the company.

(11) In our opinion and according to the information and explanations given to us, the term loans were applied for the purposes for which they were obtained.

(12) Based upon the audit procedures performed and on the basis of the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For G BALU ASSOCIATES, Chartered Accountants FRN: 000376S

RAJAGOPALAN B Place : Chennai Partner Date : 28.05.2015 Membership No. 217187

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Mar 31, 2014

We have audited the accompanying financial statements of UCAL FUEL SYSTEMS Limited ("the Company") which comprise the Balance Sheet as at 31st March 2014, 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 flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Sec 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 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 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 financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the State of affairs of the Company as at March 31st, 2014;

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

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

Emphasis of Matter

We draw attention to Note No. 31 of the Notes to Accounts with regard to the diminution in the value of investment in the subsidiary company M/s Amtec Precision Products Inc. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

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;

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 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 Sec 133 of the Companies Act, 2013; and

e. On the basis of written representations received from the directors as on March 31, 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.

f. Attention is invited to Note No.40, of Notes to Accounts, regarding managerial remuneration to directors, which is in excess of the limits prescribed by the Companies Act, 1956.

(1) a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. The company is in the process of updating its Fixed Asset register.

b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

c) No substantial parts of fixed assets have been disposed off during the year.

(2) a) Physical verification of inventory has been conducted at reasonable intervals by the management.

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

c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(3) The company has taken unsecured loan from few parties covered in the Register maintained under Sec. 301 of the Act to the extent of Rs. 4.33 Crores (outstanding as on 31.03.2013 is Rs. 7.69 Crores). The rate of interest and other terms and conditions of the loan taken is prima-facie not prejudicial to the interest of the company. There is no stipulation regarding the repayment of the loan.

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. There is no continuing failure to correct major weaknesses in the internal control system of the Company.

(5) In our opinion and according to the information and explanations given to us

a) the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section, and

b) the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(6) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public and hence compliance with directives issued by the Reserve Bank of India and the provisions of Sec. 58 A, 58 AA or any other relevant provisions of the Act and the rules framed thereunder are not applicable.

(7) In our opinion, the company has adequate internal audit system commensurate with its size and nature of its business.

(8) As per the books and records produced to us and explanations offered thereon, we are of the opinion that, prima facie, the cost records and accounts prescribed by the Central Government under Sec. 209 (1) (d) of the Companies Act, 1956, have been made and maintained. However we are not required and have not made any detailed examination of the said records, with a view to determine whether they are accurate or complete.

(9) a) According to the records produced, the company is generally regular in depositing with appropriate authorities the undisputed applicable statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess.

b) As per the information and explanations given to us, following are the statutory dues which have not been deposited on account of dispute.

Nature of Nature of the Dues Amount Dues/Statute Rs. in Lakhs

Income Tax Act Income Tax AY 1996-97 14.02

Income Tax Act Income Tax AY 1999-00 4.12

Income Tax Act Income Tax AY 2000-01 3.59

Income Tax Act Income Tax AY2005-06 2.55

Income Tax Act Income Tax AY 2005-06 101.91

Income Tax Act Income Tax AY 2006-07 171.43

Income Tax Act Income Tax AY 2007-08 2.09

Central Excise Service Tax FY 2005-06 1.93 act

Central Excise Act Service Tax FY 2011-12 0.69

Central Excise Act Service Tax FY 2011-12 1.23

Central Excise Act Service Tax FY 2010-11 4.81

Central Excise Act Central Excise FY-2008-09 16.80

Central Excise Act Central Excise FY 2006-07 120.43

Central Excise Act Central Excise FY 2007-08 3.56

Central Excise Act Central Excise (August 2003- June-2004) 1.83

Central Excise Act Central Excise (January 2001 - August 2003) 34.93

Central Excise Act FY 2002-03 44.14

Central Sales Tax CST Plant-1 1.04 act

Central Sales Tax CST Plant 8 4.77

VAT Act VAT plant (7 & 8) 83.07

Indian Stamp Act Stamp Duty 31.37

Nature of Dues/ Forum where dispute is pending

Income Tax Act High Court of Madras

Income Tax Act High Court of Madras

Income Tax Act High Court of Madras

Income Tax Act CIT Appeals III, Chennai

Income Tax Act CIT Appeals III, Chennai

Income Tax Act CIT Appeals III, Chennai

Income Tax Act CIT Appeals III, Chennai

Central Excise Act Commissioner of Central Excise Appeals

Central Excise Act Deputy Commissioner of Service Tax

Central Excise Act Commissioner (Appeals) Central Excise

Central Excise Act Deputy Commissioner, Tambaram

Central Excise Act Commissioner of Central Excise, Pondicherry

Central Excise Act Joint Commissioner of Central Excise

Central Excise Act Joint Commissioner of Central Excise, Delhi

Central Excise Act Assistant Commissioner of Central Excise, Tambaram Division

Central Excise Act Chief Commissioner Excise (Appeals)

Central Excise Act Additional Commissioner, Gurgaon.

Central sales tax Act Appellate Deputy Commissioner

Central sales tax Act Appellate Deputy Commissioner, Chennai

VAT Act Appellate Deputy Commissioner, Chennai

Indian Stamp Act Inspector General of Registration (Appeals) Chennai, Tamil Nadu

(10) The company does not have accumulated losses as at the end of the Financial Year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

(11) The company has not defaulted in repayment of dues to any financial institutions or bank or debenture holders.

(12) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(13) The company is not a Chit Fund, Nidhi or Mutual Fund or Society.

(14) The company is not dealing or trading in shares, securities, debentures and other investments.

(15) In our opinion and according to the information and explanations given to us, the terms and conditions on which the company has given guarantees for loans taken by others from bank and financial institutions are not prima facie prejudicial to the interests of the company.

(16) In our opinion and according to the information and explanations given to us, the term loans were applied for the purposes for which they were obtained.

(17) On the basis of an overall examination of the accounts of the company, no funds raised on short term basis have been used for long term investments.

(18) The company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under Section 301 of Companies Act,1956.

(19) The company has not issued any debentures during the year

(20) The company has not raised any money through public issues during the year.

(21) Based upon the audit procedures performed and on the basis of the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.



For G. BALU ASSOCIATES, Chartered Accountants FRN: 000376S

G. BALASUBRAMANYAN Place: Chennai Partner Date:09.05.2014 Membership Number: 007628

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of UCAL FUEL SYSTEMS Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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 flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 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 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 the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

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

Emphasis of Matter

We draw attention to Note No. 31 of the Notes to Accounts with regard to the diminution in the value of investment in the subsidiary company M/s Amtec Precision Products Inc. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

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.

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

e. On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. Attention is invited to Note No.40, of Notes to Accounts, regarding managerial remuneration to directors, which is in excess of the limits prescribed by the Companies Act, 1956.

The Annexure referred to in our report to the members of UCAL FUEL SYSTEMS LIMITED (''the Company'') for the year ended 31 March 2013. We report that:

(1) a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. The company is in the process of updating its Fixed Asset register.

b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

c) No substantial parts of fixed assets have been disposed off during the year.

(2) a) Physical verification of inventory has been conducted at reasonable intervals by the management.

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

c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(3) The company has taken unsecured loan from few parties covered in the Register maintained under Sec. 301 of the Act to the extent of Rs. 7.69 Crores (outstanding as on 31.03.2012 is Rs. 8.84 Crores). The rate of interest and other terms and conditions of the loan taken is prima-facie not prejudicial to the interest of the company. There is no stipulation regarding the repayment of the loan.

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. There is no continuing failure to correct major weaknesses in the internal control system of the Company.

(5) In our opinion and according to the information and explanations given to us

a) the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section, and

b) the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(6) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public and hence compliance with directives issued by the Reserve Bank of India and the provisions of Sec. 58 A, 58 AA or any other relevant provisions of the Act and the rules framed there under are not applicable.

(7) In our opinion, the company has adequate internal audit system commensurate with its size and nature of its business.

(8) As per the books and records produced to us and explanations offered thereon, we are of the opinion that, prima facie, the cost records and accounts prescribed by the Central Government under Sec. 209 (1) (d) of the Companies Act, 1956, have been made and maintained. However we are not required and have not made any detailed examination of the said records, with a view to determine whether they are accurate or complete.

(9) a) According to the records produced, the company is generally regular in depositing with appropriate authorities the undisputed applicable statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess.

b) As per the information and explanations given to us, following are the statutory dues which have not been deposited account of dispute.

Nature of Period Amount Forum where dispute Dues/Statute Rs. in Lakhs is pending

Income Tax Act Asst Year - 1996-97 14.02 High Court of Madras

Income Tax Act Asst Year - 1999-00 4.12 High Court of Madras

Income Tax Act Asst Year - 2000-01 3.59 High Court of Madras

Income Tax Act Asst Year - 2005-06 2.55 CIT Appeals III, Chennai

Income Tax Act Asst Year - 2005-06 101.91 CIT Appeals III, Chennai

Income Tax Act Asst Year - 2006-07 171.43 CIT Appeals III, Chennai

Income Tax Act Asst Year - 2007-08 2.09 CIT Appeals III, Chennai

Central Excise Act Financial year-2005-06 1.93 Commissioner of Central - Service Tax Excise Appeals

Central Excise Act Financial year-2011-12 4.36 Deputy Commissioner of - Service Tax Service Tax

Central Excise Act Financial year-2011-12 24.81 Additional Commissioner of - Service Tax Service Tax

Central Excise Act Financial year-2010-11 4.81 Deputy Commissioner, - Service Tax Tambaram

Central Excise Act Financial year-2007-08 17.00 Commissioner of Central Excise, Pondicherry

Central Excise Act Financial year-2006-07 120.43 Joint Commissioner of Central Excise

Central Excise Act Financial year-2007-08 3.56 Joint Commissioner of Central Excise, Delhi

Central Excise Act Central Excise (August 2003- June-2004) 1.83 Assistant Commissioner of Central Excise, Tambaram Division

Central Excise Act Central Excise (January 2001 - August 2003) 34.93 Chief Commissioner Excise (Appeals)

Central Excise Act Financial year-2002-03 44.14 Additional Commissioner, Gurgaon.

Central Sales Tax Act Financial year-2005-06 1.04 Appellate Deputy Commissioner

Central Sales Tax Act Financial year-2006-07 4.77 Appellate Deputy Commissioner, Chennai

VAT Act Financial year-2007-08 83.07 Appellate Deputy Commissioner, Chennai

ESI Act ESI (01.04. 2000-30.06. 2002) 1.27 Regional Director, Gurgaon

Indian Stamp Act Stamp Duty 31.37 Inspector General of Registration (Appeals) Chennai, Tamil Nadu

(10) The company does not have accumulated losses as at the end of the Financial Year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

(11) The company has not defaulted in repayment of dues to any financial institutions or bank or debenture holders.

(12) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(13) The company is not a Chit Fund, Nidhi or Mutual Fund or Society.

(14) The company is not dealing or trading in shares, securities, debentures and other investments.

(15) In our opinion and according to the information and explanations given to us, the terms and conditions on which the company has given guarantees for loans taken by others from bank and financial institutions are not prima facie prejudicial to the interests of the company.

(16) In our opinion and according to the information and explanations given to us, the term loans were applied for the purposes for which they were obtained.

(17) On the basis of an overall examination of the accounts of the company, no funds raised on short term basis have been used for long term investments.

(18) The company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under Section 301 of Companies Act,1956.

(19) The company has not issued any debentures during the year.

(20) The company has not raised any money through public issues during the year.

(21) Based upon the audit procedures performed and on the basis of the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For G. BALU ASSOCIATES,

Chartered Accountants

FRN: 000376S

R. RAVISHANKAR

Place : Chennai Partner

Date : 16.05.2013 Membership number: 26819

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. UCAL FUEL SYSTEMS LIMITED, Chennai, as at 31 st March 2012, the Statement of Profit and Loss and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 for our opinion.

3. a. Attention is invited to Note no.31 of Notes to Accounts with regards to the diminution in the value of investment in subsidiary company M/s Amtec Precision Products Inc.

b. 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 Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. Further to our comments referred 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 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 the examination of the books.

c. The Balance Sheet and Profit and Loss Account dealt with by the report are in agreement with the books of account.

d. In our opinion the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub section (3c) of Section 211 of the Companies Act, 1956.

e. On the basis of written representations from the Directors and taken on record by the Board of Directors of the Company, we report that, none of the director is disqualified as on 31st March 2012 from being appointed as Director of the Company, in terms of Clause (g) of subsection (1) of Section 274 of Companies Act, 1956.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

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

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

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

ANNEXURE TO THE AUDITOR'S REPORT STATEMENT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/s. UCAL FUEL SYSTEMS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2012

(1) 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 at reasonable intervals and no material discrepancies were noticed on such verification.

c) No substantial parts of fixed assets have been disposed off during the year.

(2) a) Physical verification of inventory has been conducted at reasonable intervals by the management.

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

c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(3) The company has taken unsecured loan from few parties covered in the Register maintained under Sec. 301 of the Act to the extent of Rs. 8.94 Crores (outstanding as on 31.03.2011 is Rs. 9.57 Crores). The rate of interest and other terms and conditions of the loan taken is prima-facie not prejudicial to the interest of the company. There is no stipulation regarding the repayment of the loan.

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. There is no continuing failure to correct major weaknesses in the internal control system of the Company.

(5) In our opinion and according to the information and explanations given to us

a) the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section, and

b) the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(6) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public and hence compliance with directives issued by the Reserve Bank of India and the provisions of Sec. 58 A, 58 AA or any other relevant provisions of the Act and the rules framed there under are not applicable.

(7) In our opinion, the company has adequate internal audit system commensurate with its size and nature of its business.

(8) As per the books and records produced to us and explanations offered thereon, we are of the opinion that, prima facie, the cost records and accounts prescribed by the Central Government under Sec. 209 (1) (d) of the Companies Act, 1956, have been made and maintained.

(9) a) According to the records produced, the company is generally regular in depositing with appropriate authorities the undisputed applicable statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess.

b) As per the information and explanations given to us, following are the statutory dues which have not been deposited on account of dispute.

Name of the Statute Nature of the Dues Amount Forum where dispute in Lakhs is pending

Income Tax Act Income Tax AY 1996-97 14.02 High Court of Madras

Income Tax Act Income Tax AY 1999-00 4.12 High Court of Madras

Income Tax Act Income Tax AY 2000-01 3.59 High Court of Madras

Income Tax Act Income Tax AY 2005-06 2.55 CIT Appeals III, Chennai

Income Tax Act Income Tax AY 2005-06 101.91 CIT Appeals III, Chennai

Income Tax Act Income Tax AY 2006-07 171.43 CIT Appeals III, Chennai

Finance Act Service Tax 1.93 Commissioner of Central Excise Appeals Finance Act Service Tax (07.07.1997- 15.08.2002) 145.99 High Court of Madras

Finace Act Service Tax 0.10 Tribunal, Chennai

Central Excise Act Central Excise 17.00 Commissioner of Central Excise, Pondicherry

Central Excise Act Central Excise 2197.04 Joint Commissioner of Central Excise, Delhi

Central Excise Act Central Excise 120.43 Joint Commissioner of Central Excise

Central Excise Act Central Excise 15.21 Tribunal Excise Forum, Gurgaon

Central Excise Act Central Excise 3.56 Joint Commissioner of Central Excise, Delhi

Central Excise Act Central Excise (August 2003-June 2004) 1.83 Assistant Commiss -ioner of Central Excise, Tambaram Division

Central Excise Act Central Excise (January 2001 - August 2003) 34.93 Chief Commissioner Excise (Appeals)

ESI Act ESI (01.04.2000- 30.06.2002) 1.27 Regional Director, Gurgaon

Commercial Tax Sales Tax (31.05.2002 to 30.05.2011) 44.14 Additional Commissioner, Gurgaon

Indian Stamp Act Stamp Duty 31.37 Inspector General of Registration (Appeals) Chennai, Tamil Nadu

(10) The company does not have accumulated losses as at the end of the Financial Year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

(11) The company has not defaulted in repayment of dues to any financial institutions or bank or debenture holders.

(12) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(13) The company is not a Chit Fund, Nidhi or Mutual Fund or Society.

(14) The company is not dealing or trading in shares, securities, debentures and other investments.

(15) In our opinion and according to the information and explanations given to us, the terms and conditions on which the company has given guarantees for loans taken by others from bank and financial institutions are not prima facie prejudicial to the interests of the company.

(16) In our opinion and according to the information and explanations given to us, the term loans were applied for the purposes for which they were obtained.

(17) On the basis of an overall examination of the accounts of the company, no funds raised on short term basis have been used for long term investments.

(18) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of Companies Act, 1956.

(19) The company has not issued any debentures during the year.

(20) The company has not raised any money through public issues during the year.

(21) Based upon the audit procedures performed and on the basis of the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For G. BALU ASSOCIATES,

FRN: 000376S

Chartered Accountants

R. RAVISHANKAR Place: Chennai Partner

Date : 10.08.2012 Membership number: 26819

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s. UCAL FUEL SYSTEMS LIMITED, Chennai, as at 31st March 2011, the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 for our opinion.

3. a. Attention is invited to note no. 6 of schedule 19, i.e. notes to accounts with regard to the diminution in value of investment in subsidiary company M/s Amtec Precision Products Inc.

b. 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 Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. Further to our comments referred 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 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 the examination of the books.

c. The Balance Sheet and Profit and Loss Account dealt with by the report are in agreement with the books of account.

d. In our opinion the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub section (3c) of Section 211 of the Companies Act, 1956.

e. On the basis of written representations from the Directors and taken on record by the Board of Directors of the Company, we report that, none of the director is disqualified as on 31st March 2011 from being appointed as Director of the Company, in terms of Clause (g) of subsection (1) of Section 274 of Companies Act, 1956.

f. In our opinion and to the best the of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011,

b) in the case of the Profit and Loss Account, of the profit of the company for the year ended on that date, and

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

ANNEXURE TO THE AUDITOR'S REPORT

STATEMENT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/s. UCAL FUEL SYSTEMS LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2011

(1) 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 at reasonable intervals and no material discrepancies were noticed on such verification.

c) No substantial parts of fixed assets have been disposed off during the year.

(2) a) Physical verification of inventory has been conducted at reasonable intervals by the management.

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

c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(3) The company has taken unsecured loan from one party covered in the Register maintained under Sec. 301 of the Act, outstanding balance as on 31.03.2011 is Rs. 9.58 Crores (Previous Year Rs.9.58 Crores) The rate of interest and other terms and conditions of the loan taken is prima-facie not prejudicial to the interest of the company. There is no stipulation regarding the repayment of the loan.

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. There is no continuing failure to correct major weaknesses in the internal control system of the Company.

(5) In our opinion and according to the information and explanations given to us

a) the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section, and

b) the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(6) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public and hence compliance with directives issued by the reserve Bank of India and the provisions of Sec. 58 A, 58 AA or any other relevant provisions of the Act and the rules framed there under are not applicable.

(7) In our opinion, the company has adequate internal audit system commensurate with its size and nature of its business.

(8) As per the books and records produced to us and explanations offered thereon, we are of the opinion that, prima facie, the cost records and accounts prescribed by the Central Government under Sec. 209 (1) (d) of the Companies Act, 1956, have been made and maintained.

(9) a) According to the records produced, the company is generally regular in depositing with appropriate authorities the undisputed applicable statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess.

b) As per the information and explanations given to us, following are the statutory dues which have not been deposited on account of dispute.

Name of the Statute Nature of the Dues Amount Forum where dispute in Lakhs is pending

Income TaxAct Income Tax AY 1996-97 14.02 High Court of Madras

Income Tax Act Income Tax AY 1999-00 4.12 High Court of Madras

Income Tax Act Income Tax AY 2000-01 3.59 High Court of Madra Income Tax Act Income Tax AY 2005-06 2.55 CIT Appeals III, Chennai Income Tax Act Income Tax AY 2005-06 30.61 CIT Appeals HI, Chennai

Service Tax Act Service Tax 5.00 Supreme Court

Service Tax Act Service Tax (07.07.1997-15.08.2002) 145.99 High Court of Madras

Service Tax Rules Service Tax (01.04.2004-09.09.2004) 96.00 Commissioner of Service Tax

Central Excise Act Central Excise 17.00 Commissioner of Central Excise, Pondicherry

central Excise Act Central Excise 2.00 Commissioner Appeal, Chennai

Central Excise Act Central Excise 2197.04 Joint Commissioner of Central Excise, Delhi

Central Excise Act Central Excise 120.43 Joint Commissioner of Central Excise

Central Excise Act Central Excise 15.21 Tribunal Excise Forum, Gurgaon

Central Excise Act Central Excise 2.23 Tribunal,Delhi

Central Excise Act Central Excise 3.56 Joint Commissioner of Central Excise, Delhi

Central Excise Act Central Excise 3.79 Tribunal,Delhi

Central Excise Act Central Excise 0.59 Joint Commissioner of Central Excise, Delhi

Central Excise Act Central Excise 22.21 Additional Commissi -oner of Central Excise, Delhi

ESI Act ESI ( 01.04.2000 - 30.06.2002) 1.27 Regional Director, Gurgaon

Central Excise Act Central Excise (August 2003 - June 2004) 1.83 Assistant Commiss -ioner of Central Excise, Tambaram Division

Central Excise Act Central Excise (January 2001 - August 2003) 34.93 Chief Commissioner Excise (Appeals)

Indian Stamp Act Stamp Duty 31.37 Inspector General of Registration (Appeals) Chennai, Tamil Nadu

(10) The company does not have accumulated losses as at the end of the Financial Year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

(11) The company has not defaulted in repayment of dues to any financial institutions or bank or debenture holders.

(12) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(13) The company is not a Chit Fund, Nidhi or Mutual Fund or Society.

(14) The company is not dealing or trading in shares, securities, debentures and other investments.

(15) In our opinion and according to the information and explanations given to us, the terms and conditions on which the company has given guarantees for loans taken by others from bank and financial institutions are not prima facie prejudicial to the interests of the company.

(16) In our opinion and according to the information and explanations given to us, the term loans were applied for the purposes for which they were obtained.

(17) On the basis of an overall examination of the accounts of the company, no funds raised on short term basis have been used for long term investments.

(18) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(19) The company has not issued any debentures during the year.

(20) The company has not raised any money through public issues during the year.

(21) Based upon the audit procedures performed and on the basis of the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

Notes

1. The above Statement has been prepared in the indirect method except in the case of Dividend, Interest received and paid, Purchase and Sale of Investments,Sale of Fixed Assets and Direct taxes which have been considered on the basis of actual movement of cash, with corresponding adjustments in assets and liabilities.

2. Cash and Cash Equivalent represents Cash and Bank Balances only.

3. Proceeds from Borrowings are shown net of repayments and without Exchange fluctuation.

4. Additions to Fixed Assets are stated exclusive of Capital Work-in-Progress between the beginning and end of the year and is treated as part of Investing Activities.

For G. BALU ASSOCIATES,

Chartered Accountants

G.BALASUBRAMANYAN

Partner

Place : Chennai Membership number: 7628

Date : 27.05.2011 FRN: 000376S

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s. UCAL FUEL SYSTEMS LIMITED, Chennai, as at 31st March 2010, the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 for our opinion.

3. a. Attention is invited to note no. 6 and note no. 10 to notes to accounts respectively with regard to the diminution in value of investment in subsidiary company M/s Amtec Precision Products, Inc. and accounting for amalgamation of UCAL Machine Tools Ltd. as per court order.

b. 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 Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

4. Further to our comments referred 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 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 the examination of the books.

c. The Balance Sheet and Profit and Loss Account dealt with by the report are in agreement with the books of account.

d. In our opinion the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub section (3c) of Section 211 of the Companies Act, 1956.

e. On the basis of written representations from the Directors and taken on record by the Board of Directors of the Company, we report that, none of the director is disqualified as on 31st March 2010 from being appointed as Director of the Company, in terms of Clause (g) of subsection (1) of Section 274 of Com- panies Act, 1956.

f. In our opinion and to the best the of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles gener- ally accepted in India;

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

b) in the case of the Profit and Loss Account, of the profit of the company for the year ended on that date, and

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

ANNEXURE TO THE AUDITORS REPORT

STATEMENT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

TO THE MEMBERS OF UCAL FUEL SYSTEMS LIMITED ON THE ACCOUNTS

FOR THE YEAR ENDED 31st MARCH 2010.

(1) a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. The Company is in the process of updating the Fixed Assets Register.

b) The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

c) No substantial parts of fixed assets have been disposed off during the year.

(2) a) Physical verification of inventory has been conducted at reasonable intervals by the management.

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

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(3) The Company has taken unsecured loan from one party covered in the Register maintained under Sec. 301 of the Act to the extent of Rs. 24 Crores (outstanding as on 31.03.2010 is Rs. 9.57 Crores). The rate of interest and other terms and conditions of the loan taken is prima-facie not prejudicial to the interest of the Company. There is no stipulation regarding the repayment of the loan.

(4) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. There is no continuing failure to correct major weaknesses in the internal control system of the Company.

(5) In our opinion and according to the information and explanations given to us

a) the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section, and

b) the transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public and hence compliance with directives issued by the reserve Bank of India and the provisions of Sec. 58 A, 58 AA or any other relevant provisions of the Act and the rules framed there under are not applicable.

(7) In our opinion, the Company has adequate internal audit system commensurate with its size and nature of its business.

(8) As per the books and records produced to us and explanations offered thereon, we are of the opinion that, prima facie, the cost records and accounts prescribed by the Central Government under Sec. 209 (1) (d) of the Companies Act, 1956, have been made and maintained.

(9) a) According to the records produced, the Company is generally regular in depositing with appropriate authorities the undisputed applicable statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess.

b) As per the information and explanations given to us, following are the statutory dues which have not been deposited on account of dispute.

Name of the Statute Nature of the dues Amount in Forum where dispute Rs. Lakhs is pending

Income Tax Act Income Tax AY 1996-97 14.02 High Court of Madras

Income Tax Act Income Tax AY 1999-00 4.12 High Court of Madras

Income Tax Act Income Tax AY 2000-01 3.59 High Court of Madras

Income Tax Act Income Tax AY 2005-06 2.55 CIT Appeals III, Chennai

Income Tax Act Income Tax AY 2005-06 0.42 CIT Appeals III, Chennai

Income Tax Act Income Tax AY 2004-05 2.30 CIT Appeals III, Chennai

Service Tax Act Service Tax 5.00 Supreme Court

Service Tax Act Service Tax (07.07.1997- 15.08.2002) 145.99 High Court of Madras

Service Tax Rules Service Tax (01.04.2004 - 09.09.2004) 96.00 Commissioner of Service Tax

Central Excise Act Central Excise 17.00 Commissioner of Central Excise, Pondicherry

Central Excise Act Central Excise 2.00 Commissioner Appeal, Chennai

Central Excise Act Central Excise 2,197.04 Joint Commissioner of Central Excise, Delhi

Central Excise Act Central Excise 120.43 Joint Commissioner of Central Excise

Central Excise Act Central Excise 15.21 Tribunal Excise Forum, Gurgaon

TNGST Act Sales Tax (1998-1999 & Joint Commissioner of Commercial 1999-2000) 10.53 Taxes, Chennai

Haryana VAT Act VAT 2004-05 70.96 Assessing Authority, Gurgaon

ESI Act ESI (01.04.2000 - 30.06.2002) 1.27 Regional Director , Gurgaon

Central Excise Act Central Excise (August 2003 - 1.83 Assistant Commissioner of June 2004) Central Excise, Tambaram Division

Central Excise Act Central Excise (January 2001) 34.93 Chief Commissioner Excise (Appeals)

Indian Stamp Act Stamp Duty 31.37 Inspector General of Registration (Appeals) Chennai, Tamil Nadu

(10) The Company does not have accumulated losses as at the end of the Financial Year and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

(11) The Company has not defaulted in repayment of dues to any financial institutions or bank or debenture holders.

(12) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(13) The Company is not a Chit Fund, Nidhi or Mutual Fund or Society.

(14) The Company is not dealing or trading in shares, securities, debentures and other investments.

(15) In our opinion and according to the information and explanations given to us, the terms and conditions on which the Company has given guarantees for loans taken by others from bank and financial institutions are not prima facie prejudicial to the interests of the Company.

(16) In our opinion and according to the information and explanations given to us, the term loans were applied for the purposes for which they were obtained.

(17) On the basis of an overall examination of the accounts of the Company, no funds raised on short term basis have been used for long term investments.

(18) The Company has made preferential allotment of shares to parties and companies covered in the Regis- ter maintained under Section 301 of the Act and price at which shares have been issued is not prejudicial to the interest of the Company.

(19) The Company has not issued any debentures during the year.

(20) The Company has not raised any money through public issues during the year.

(21) Based upon the audit procedures performed and on the basis of the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For M/s.G.BALU ASSOCIATES

Chartered Accountants

G. BALASUBRAMANYAN

Place: Chennai PARTNER

Date : 31.08.2010 Membership Number: 7628

FRN: 000376S