We have audited the accompanying Ind AS financial statements of Baroda Extrusion Limited (“the Company”), which comprise the Balance Sheet
as at March 31, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the
Statement of Cash Flows for the year then ended, and notes to the Ind AS financial statements including a summary of significant accounting
policies and other explanatory information (hereinafter referred to as Ind AS financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters
described in the Basis for Qualified Opinion section of our report, the aforesaid Ind AS financial statements give the information required by the
Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the accounting pri nciples generally
accepted in India including the Indian Accounting Standards (“Ind AS”) prescribed under section 133 of the Act, read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, of the state of affairs of the Company as at March 31, 2025, its profit (including other
comprehensive income), its changes in equity and its cash flows for the year ended on that date.
Basis for Qualified Opinion
(a) The Company has accepted advances for the supply of goods from a Party amounts to Rs 45.73 Lakhs but such advance has not been
appropriated against supply of goods within a period of three hundred and sixty five days from the date of acceptance of such advances which is
a contravention of Section 73 of the Companies Act, 2013.
(b) As stated in Note 30C(2) of the Ind AS Financial Statement, the Company has not de-recognized the Deferred Tax Assets (DTA) amounting
to Rs. 292.62 Lakhs as appearing in its books of accounts as at March 31, 2025 for the reason stated in the said note. Considering the losses
incurred by the Company in the past years and since the net worth of the Company is eroded, there is no reasonable certainty that there will be
future taxable profit, such continuation of recognition of DTA has led to departure in terms of the requirements of Ind AS 12 'Income Taxes'. Had
the Company de-recognized the DTA as at March 31, 2025, profit for year ended March 31, 2025 would have been lower by Rs. 292.62 Lakhs.
We conducted our audit in accordance with 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 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 Ind AS financial statements under the provisions of the Act and 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 qualified opinion on the Ind AS financial statements.
Emphasis of Matter
We draw attention to Note 29 of the Ind AS Financial Statement which states that the outstanding debts of M/s SICOM Limited has been assigned
in the favor of M/s Brijlaxmi Leasing and Finance Limited (Assignee). Further, the said outstanding dues of Rs 44.35 crores has been settled by
the Company with Rs 25.51 crores as one time settlement in accordance with MOU dated 03rd October, 2024 entered between the Company and
M/s Brijlaxmi Leasing and Finance Limited and a gain on account of settlement Rs 18.84 Crores has been accounted and shown as an exceptional
income in the statement of profit and loss account.
Our opinion is not modified in respect of this matter.
Material Uncertainty related to Going Concern
We draw attention to Note 30C(1) of the Ind AS Financial Statement, indicating the factors that have resulted into losses in the past years and the
net worth of the Company is eroded. It seems that there is a material uncertainty which casts significant doubt about the Company's ability to
continue as a 'going concern' in the foreseeable future. However, for the reasons stated in the said note, the Company is hopeful that it would be
able to manage its business operations as usual in future and would be able to meet its financial commitments and is of the opinion that it is
appropriate to prepare the Statement on a going concern basis.
Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Ind AS financial statements
of the current year. These matters were addressed in the context of our audit of the Ind AS financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters. Except for the matters described in the Basis for Qualified Opinion
section and Material Uncertainty Related to Going Concern section above, we have determined that there are no other key audit matters to
communicate in our report.
Other Information
The Company's Board of Directors is responsible for the other information. The other information comprises the information in cluded in the
Management Discussion and Analysis, Board's Report including Annexures to Board's Report, Corporate Governance and Shareholder's
Information, but does not include the Ind AS financial statements and our auditor's report thereon.
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 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.
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 Ind AS 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 Ind
AS 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 Ind AS
prescribed 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 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 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 the Ind AS 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 Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 this 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 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 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 adequate internal financial
controls 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 audi tor's report to the
related disclosures in the Ind AS 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 Com pany to cease
to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Ind AS financial statements, including the disclosures, and whether the Ind
AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of
the Ind AS financial statements of the current year 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 section
143(11) of the Act, we report in “Annexure 1”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to th e extent applicable.
(2) As required by section 143(3) of the Act, we report that:
a. We have sought and except for the matters described in the Basis for Qualified Opinion section above, obtained all the information and
explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
b. Except for the possible effects of the matters described in the Basis for Qualified Opinion section above, 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. Except for the possible effects of the matters described in the Basis for Qualified Opinion section above, in our opinion, the aforesaid Ind AS
financial statements comply with the Ind AS prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended;
e. The matter described under the Basis for Qualified Opinion and Material Uncertainty Related to Going Concern section above, in our opinion,
may have an adverse effect on the functioning of the Company;
f. On the basis of the written representations received from the directors as on March 31, 2025, and 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;
g. The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion
section above.
h. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating
effectiveness of such controls, refer to our separate report in “Annexure 2” and we have expressed disclaimer of opin ion for the reasons stated in
the said report;
i. Due to possible effect of the matters described in the “Basis for Qualified Opinion” section of this report, we are unable to comment whether the
managerial remuneration paid/provided by the Company during the year is in accordance with the provisions of section 197 of the Act;
j. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Aud it 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) Except for the matters described in the Basis for Qualified Opinion section above, the Company has disclosed the impact of pending litigations
on its financial position in its Ind AS financial statements - Refer Note 30B on Contingent Liabilities to the 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 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 its knowledge and belief, 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 whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”)
or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(iv) (b) The management has represented that, to the best of its knowledge and belief, 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;
(iv) (c) Based on the audit procedures that are 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 Company has not declared nor paid any dividend during the year. Hence, reporting the compliance with section 123 of the Act is not
applicable.
(vi) Based on our examination which included test checks, the company has an accounting software for maintaining its books of account for the
financial year ended 31st march 2025, 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. The audit trail for the current year has been preserved by the Company as per the statutory requirements for record
retention.
For Maloo Bhatt & Co
Chartered Accountants
(F.R.No. 129572W)
Shyam Sunder Lohia
Partner
Place: Vadodara M No. 426642
Date: 29th May, 2025 UDIN: 25426642BMGYWS2405
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