We have audited the accompanying financial statements of B.C. POWER
CONTROLS LIMITED ("the Company"), which comprise the Balance Sheet as at
March 31^st, 2024 the Statement of Profit and Loss, Change in equity and Cash Flow
Statement for the year ended on that date, and a summary of the significant
accounting policies and other explanatory information (hereinafter referred to as
"the 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 Accounting Standards prescribed under
section 133 of the Act and other accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31, 2024, the profit and total
comprehensive income 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 specified under section 143(10) of the Act (SAs). Our
responsibilities under those Standards are further described in the Auditor's
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
independence requirements that are relevant to our audit of the financial
statements under the provisions of the Act and the Rules made there under, and
we have fulfilled our other ethical rasiTffiaSHaiJities 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 audit opinion
on the financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgement were of
most significance in our audit of the Standalone Financial Statements for the
financial year ended March 31,2024. 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. For
each matter below our description of how our audit addressed the matter is
provided in that context.

We have determined the matters described below to be the key audit matters to
be communicated in our report. We have fulfilled the responsibilities described in
the Auditors¹ responsibilities for the audit of the Standalone Financial Statements
section of our report including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our assessment
of the risks of material misstatement of the Standalone Financial Statements. The
results of our audit procedures including the procedures performed to address the
matters below provide the basis for our audit opinion on the accompanying
Standalone Financial Statements.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation and
presentation of its report (herein after called as "Board Report") which comprises
various information required under section 134(3) of the Companies Act 2013 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.

Management's Responsibility for the Financial Statements

The Company's 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 of the
Company in accordance with the Ind-AS and other accounting principles generally
accepted in India. 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 tbe^i^aition and presentation of the financial

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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 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.

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

Auditor's 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 scepticism 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 financial controls 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 plac^ao4the operating effectiveness of such
controls.

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• 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.

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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, 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, Statement of Changes in
Equity 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
31 March 2024 taken on record by the Board of Directors, none of the directors is
disqualified as on 31 March 2024 from being appointed as a director in terms of
Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer
to our separate report in "Annexure A"; and

(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 or nrpvicleri by the company to its directors
during the year is in accordance with the^rovfodns of section 197 of the Act

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(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:

I. The Company has disclosed the impact of pending litigations as at 31 March
2024 on its financial position in its standalone financial statements. Refer
note no. 2.26 to the standalone 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 were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the company. The question of
delay in transferring such sums does not arise.

IV. (i) 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 persons or entities, including foreign
entities ("Intermediaries"), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, directly or indirectly lend
or invest in other persons or entities identified in any manner whatsoever
("Ultimate Beneficiaries") by or on behalf of the Company or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The Management has represented that, to the best of its knowledge and
belief, no funds have been received by the Company from any persons or
entities, including foreign entities ("Funding Parties"), with the
understanding, whether recorded in writing or otherwise, that the
Company shall directly or indirectly, lend or invest in other persons or
entities identified in any manner whatsoever ("Ultimate Beneficiaries") by
or on behalf of the Funding Parties or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed 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) contain any material misstatement.

V. The Company has not declar^pfaarf'’DaicNny. dividend during the year.

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VI. Based on our examination, which included test checks, the Company has
used accounting software for maintaining its books of account for the
financial year ended March 31^st, 2024 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 the audit trail
feature being tampered with.

2. As required by the Companies (Auditor's Report) Order, 2020, ("the Order")
issued by the Central Government in terms of Section 143 (11) of the Act,
we give in "Annexure- B" a statement on the matters specified in
paragraphs 3 and 4 of the Order.

3. With respect to the matter to be included in the Auditors' Report under
section 197(16) of the Act:

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 limits laid down
under section 197 of the Act. The Ministry of Corporate Affairs has not
prescribed other details under section 197(16) of the Act which are required
to be commented upon by us.

For Garg Bros & Associates

(Chartered Accountants)

FRN:001005N

CA Krishan Prakash

Place: New Delhi (Partner)

Date: 24/05/2024 (M.No—011020)

UDIN: 24011020BKHIJP9216