We have audited the accompanying financial
statements of Scoda Tubes Limited ("the
Company"), which comprises of 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
statement of cash flows for the year then ended,
and notes to the financial statements, including
a summary of material accounting policies and
other explanatory information (hereafter referred
to as "Financial Statements").

In our opinion and to the best of our information
and according to the explanations given to us,
the aforesaid financial statements give the
information required by the Companies Act, 2013
("the Act") in the manner so required and give a
true and fair view in conformity with the 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, and its
profit, total comprehensive income, its cash flows
and the changes in equity for the year ended on
that date.

Basis for Opinion

We conducted our audit of the financial
statements in accordance with the Standards on
Auditing ("SA" s) specified under section 143(10)
of the Act. Our responsibilities under those
Standards are further described in the Auditors'
Responsibilities for the Audit of the Financial
Statements section of our report. We are
independent of the Company in accordance
with the Code of Ethics issued by the Institute of
Chartered Accountants of India (ICAI) together
with the ethical requirements that are relevant to
our audit of the financial statements under the
provisions of the Act and 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 we have
obtained is sufficient and appropriate to provide
a basis for our opinion on the financial
statements.

Key Audit Matters

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

We have determined that there are no key audit
matters to be communicated in our report.
Information Other than the 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 Management Discussion and
Analysis, Board's Report including Annexures to
Board's Report, Business Responsibility Report,
Corporate Governance and Shareholder's
Information, but does not include the financial
statements and our auditor's report thereon.

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

In connection with our audit of the financial
statements, our responsibility is to read the other
information and, in doing so, consider whether
the other information is materially inconsistent
with the 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 Financial
Statements

The Company's management and Board of
Directors are responsible for the matters stated
in section 134(5) of the Act with respect to the
preparation of these financial statements that
give a true and fair view of the 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
(Ind AS) 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
implementation and maintenance of 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.

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

Auditors' Responsibilities for the Audit of the
Financial Statements

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

As part of an audit in accordance with SAs, we
exercise professional judgment and maintain

professional skepticism throughout the audit. We

also:

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

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

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

• Conclude on the appropriateness of
management's use of the going concern
basis of accounting and, based on the audit
evidence obtained, whether a material
uncertainty exists related to events or
conditions that may cast significant doubt on
the Company's ability to continue as a going
concern. If we conclude that a material
uncertainty exists, we are required to draw
attention in our auditor's report to the related
disclosures in the financial statements or, if
such disclosures are inadequate, to modify
our opinion. Our conclusions are based on
the audit evidence obtained up to the date of
our auditor's report. However, future events or
conditions may cause the Company to cease
to continue as a going concern.

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

Materiality is the magnitude of misstatements in
the financial statements that, individually or in
aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of
the 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 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 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 Section 143 (3) of the Act,

based on our audit we report that:

a. We have sought and obtained all the
information and explanations which to the
best of our knowledge and belief were
necessary for the 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 the
statement of changes in equity dealt with
by this Report are in agreement with the
books of account.

d. In our opinion, the aforesaid financial
statements comply with the Indian
Accounting Standards specified under
Section 133 of the Act.

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.

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 A". Our report
expresses an unmodified opinion on the
adequacy and operating effectiveness of
the Company's internal financial controls
over financial reporting.

g. With respect to the other matters to be
included in the Auditor's Report in
accordance with 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 read with
Schedule V to 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,
wherever necessary, of pending
litigations on its financial position in its
financial statements - Refer Note 33 to
the financial statements;

ii. The Company did not have any long¬
term contracts including derivatives
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.

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.