Auditor Report of United Heat Transfer Ltd.

Mar 31, 2025

We have audited the Standalone financial
statements of United Heat Transfer Limited
(formerly known as United Heat Transfer Private
Limited) (CIN: L29191MH1995PLC084982) (“the
Company”), which comprise the balance sheet
as at 31st March 2025, and the statement of
Profit and Loss and statement of cash flows for
the year then ended, and notes to the
standalone financial statements, including a
summary of significant accounting policies and
other explanatory information.

In our opinion and to the best of our information
and according to the explanations given to us,
the aforesaid standalone financial statements
give the information required by the 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, 2025, its profit
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 Companies Act, 2013. Our
responsibilities under those Standards are
further described in the Auditor’s Responsibilities
for the Audit of the Standalone Financial
Statements section of our report. We are

independent of the Company in accordance with
the Code of Ethics issued by the Institute of
Chartered Accountants of India together with the
ethical requirements that are relevant to our
audit of the standalone financial statements
under the provisions of the Companies Act, 2013
and the Rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance
with these requirements and the Code of Ethics.
We believe that the audit evidence we have
obtained is sufficient and appropriate to provide
a basis for our opinion.

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 Board’s Report including
Annexures to Board’s Report but does not
include the standalone financial statements and
our auditor’s report thereon.

Our opinion on the standalone financial
statements does not cover 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 and, in doing so, consider
whether the other information is materially
inconsistent with the standalone financial
statements or our knowledge obtained during
the course of our audit or otherwise appears to
be materially misstated.

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

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

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

In preparing the standalone financial statements,
management is responsible for assessing the
Company’s ability to continue as a going
concern, disclosing, as applicable, matters
related to going concern and using the going
concern basis of accounting unless management
either intends to liquidate the Company or to
cease operations, or has no realistic alternative
but to do so.

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

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

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

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

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

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

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

• Conclude on the appropriateness of

management’s use of the going concern basis of
accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company’s ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required to
draw attention in our auditor’s report to the
related disclosures in the standalone financial
statements or, if such disclosures are

inadequate, to modify our opinion. Our

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

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

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

(i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to
evaluate the effect of any identified

misstatements in the standalone financial
statements.

We communicate with those charged with
governance regarding, among other matters, the
planned scope and timing of the audit and
significant audit findings, including any

significant deficiencies in internal control that we
identify during our audit.

We also provide those charged with governance
with a statement that we have complied with
relevant ethical requirements regarding

independence, and to communicate with them
all relationships and other matters that may
reasonably be thought to bear on our
independence, and where applicable, related
safeguards.

II. Report on Other Legal and Regulatory

Requirements

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

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

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

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
and rules made thereunder.

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

f) With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in ‘Annexure B’.

g) With respect to the matter to be included in the
Auditor’s Report under section 197(16), In our
opinion and according to the information and
explanations given to us, the remuneration paid
by the Company to its directors during the
current year is in accordance with the provisions
of section 197 of the Act. The remuneration paid
to any director is not in excess of the limit laid
down under section 197 of the Act. The Ministry
of Corporate Affairs has not prescribed other
details under section 197(16) which are required
to be commented upon by us.

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

. The Company does not have any pending
litigations which would impact its financial

position.

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

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

iv(a). The management has represented that, to
the best of it’s knowledge and belief, other
than as disclosed in the notes to the
accounts, no funds have been advanced or
loaned or invested (either from borrowed
funds or share premium or any other sources
or kind of funds) by the company to or in any
other person(s) or entity(ies), including
foreign entities (“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 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 it’s knowledge and belief, other
than as disclosed in the notes to the
accounts, no funds have been received by
the company from any person(s) or entity(ies),
including foreign entities (“Funding Parties”),
with the understanding, whether recorded in
writing or otherwise, that the company shall,
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 such 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
mis-statement.

v. No dividend has been declared or paid during the year by the company and accordingly none of the
compliance required to be compiled as per section 123 of the Companies Act, 2013.

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

For Kayde and Associates
Chartered Accountants
FRN-121092W

CA Sandip Jadhav
Proprietor
M. No. 146137
UDIN: 25146137BMJCEG6032

Place: Nashik
Date: 28.05.2025

---

Mar 31, 2024

To the Members of United Heat Transfer Limited (formerly known as United Heat Transfer Private Limited)

I. Report on the Audit of the Standalone Financial Statements Opinion

We have audited the Standalone financial statements of United Heat Transfer Limited (formerly known as United Heat Transfer Private Limited) (t IN: l 2^1^! Ml 11995PI C 084982) ("the Company”), which comprise the balance sheet as at 31st March 2024. and the statement of Profit and Loss and statement ofcash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us. the aforesaid standalone financial statements give the information required by the 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 ol the ( ompany as at 31st March. 2024. its profit and its cash Hows for the year ended on that date.

Ha sis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act. 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities lor the Audit <4 the Standalone f inancial Statements section of our report We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit ot the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis lor our opinion.

Information other than the standalone financial statements iUlO anditopL mMl thereon

The Company’s hoard of directors is responsible for the preparation of the other information. The other information comprises the information included in the Board s Report including Annexurcs to Board''s Report but does not include the standalone financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover 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 and. in doing so. consider whether the other informal ion Js materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

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

Responsibilities of Management and Those Charged with (nwernance for the

Stunriatonc Financial frtatvmvnt¹

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

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

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

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due tofraud or error, and to issue an auditor''s report that includes our opinion. Reasonableassurance 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 w ith SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. I nder section I43(3)(i) of the Companies Act. 2013. we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management’s use of the going concern basisot accounting and. based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast signilicant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, vve 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 evidenceobtained up to the date ot our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

We communicate with those charged with governance regarding, among othermatters. the pl umed 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 out-independence. and where applicable, related safeguards.

II. Report on Other Legal and Regulatory Requirement

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 (II) of section 143 of the Companies Act. 2013. we give in the ‘Annexure A'', a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. -

2. As required b> 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 b> lavs have been kept by the Company so far as it appears from our examination of those books.

c) I''he 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 and rules made thereunder.

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

f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in * Anncxure R

g) With respect to the matter to be included in the Auditor’s Report under section 197(16), In our opinion and according to the information and explanations given to us. the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of section 197 of the Act. flic remuneration paid to uny director is not in excess of the limit laid down under section 197 of the Act. I he Ministry of Corporate Affairs has not prescribed other details under section 197(16) which are required to be commented upon by us.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule I 1 of the Companies (Audit and Auditors) Rules, 2014. in our opinion and to the best of our information and according tothe explanations given to us

i. The Company does not have any pending litigations which would impact its financial position.

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

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

iv (a) The management has represented that, to the best ol it’s knowledge and belief, other than as disclosed in the notes to theaccounts. no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ics). including foreign entities ("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^aa^any manner

whatsoever by or on behalf of the company (“''Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the l Utimate Beneficiaries;

(b) The management has represented, that, to the best of it’s knowledge and belief, other than as disclosed in the notes to theaccounts. no funds have been received by the company from any person(s) or entity(ies). including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalfof the Funding Party (“Ultimate Beneficiaries”) or provide anyguarantee. security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such 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 mis-statement.

v No dividend has been declared or paid during the year by the company and accordingly none of the compliance required to be compiled as per section 121 ot the Companies Act. 2013.

vi. Based on our examination which included test checks, the company has used accounting software for maintaining its hooks of account which has a teature ot recording audit trail (edit log) facility and the same has operated throughput the year for all relevant transactions recorded in the software. Further, during the course ol our audit we did not come across any instance ot audit trail feature being tampered with.

For Kayde and Associates

©Chartered Accountants

FRN-121092W

C.A Sandip Jadhav Proprietor

I''lace: [Nashik M- No. 146137

Date: 28.06.2024 UDlN:£^6|3}-8fcE. NWrfWlS

1

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