TO THE MEMBERS OF - ADITYA FORGE LIMITED

Report on the Audit of the Financial Statements

Opinion

I have audited the accompanying financial statements of M/s. AdityaForge Limited ("the Company") which comprise the Balance Sheet as at March 312021 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Changes in Equity and the Statement of Cash Flows for the year then ended andnotes to the financial statements including a summary of significant accounting policiesand other explanatory information (hereinafter referred to as "the financialstatements").

In my opinion and to the best of my information and according to theexplanations given to me the aforesaid financial statements give the information requiredby the Companies Act 2013 (the "Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at March 31 2021 the Losses and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.

Basis for Opinion

I conducted my audit of the financial statements in accordance with theStandards on Auditing (SAs) specified under section 143(10) of the Companies Act 2013. Myresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Financial Statements section of my report. I am ofthe Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the independence requirements that are relevant to myaudit of the financial statements under the provisions of the Companies Act 2013 and theRules there under and I have fulfilled my other ethical responsibilities in accordancewith these requirements and the Code of Ethics. I believe that the audit evidence I haveobtained is sufficient and appropriate to provide a basis for my opinion on the financialstatements.

Emphasis of Matter

I draw your attention to Note 30 to the financial statements whichdescribe the management's assessment of the impact of the outbreak of Corona Virus(COVID-19) on the business operations of the Company. The management believes that noadjustments are required in the financial statements as it does not impact the currentfinancial year however in view of the various preventive measures taken (such as socialdistancing and similar restrictions by the Government of India travel restrictions etc.)and highly uncertain economic environment a definitive assessment of the impact on thesubsequent periods is highly dependent upon circumstances as they evolve.

Due to the COVID-19 situations I was not able to observe the year-endphysical verification of Inventory that has been carried out by the management.Consequently I have performed alternate procedures to audit the existence of Inventory asper the guidance provided in SA 501 "Audit Evidence - Specific Considerations forselected items" and have obtained sufficient appropriate audit evidence to issue myunmodified opinion on these Financial Statements.

My opinion is not modified in respect of above matters.

Key Audit Matters

Key audit matters are those matters that in my professional judgmentwere of most significance in my audit of the financial statements of the current period.These matters were addressed in the context of my audit of the financial statements as awhole and in forming my opinion thereon and I do not provide a separate opinion on thesematters.

I have determined that there are no key audit matters to communicate inmy report.

Information other than the Financial Statement and Auditor'sReport thereon

The Company's Board of Directors is responsible for preparation ofthe other information. The other information comprises the information includingBoard's Report including Annexure to Board's Report Corporate Governance andShareholder's Information but does not include the financial statements and myauditor's report thereon;

My opinion on the financial statements does not cover the otherinformation and I will not express any form of assurance conclusion thereon.

In connection with my audit of the financial statements myresponsibility is to read the other information identified above when it becomes availableand in doing so consider whether the other information is materially inconsistent withthe financial statements or my knowledge obtained in the audit or otherwise appears to bematerially misstated.

If based on the work I have performed I conclude that there is amaterial misstatement of this other information; I am required to report that fact. I havenothing to report in this regard.

Responsibility of Management for Financial Statements

The Company's Board of Directors is responsible for the mattersstated in Section 134(5) of the Companies Act 2013 ("the Act") with respect tothe preparation of these financial statements that give a true and fair view of thefinancial position financial performance total comprehensive income changes in equityand cash flows of the Company in accordance with the Ind AS and other accountingprinciples generally accepted in India including the accounting Standards specified underSection 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error;

In preparing the financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so;

Board of Directors are also responsible for overseeing thecompany's financial reporting process.

Auditor's Responsibilities for the Audit of the FinancialStatements

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

As part of an audit in accordance with SAs I exercise professionaljudgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for my opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Companies Act 2013 I am also responsible for expressing myopinion on whether the company has adequate internal financial controls system in placeand the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If I conclude that amaterial uncertainty exists I am required to draw attention in my auditor's reportto the related disclosures in the financial statements or if such disclosures areinadequate to modify my opinion. My conclusions are based on the audit evidence obtainedup to the date of my auditor's report. However future events or conditions may causethe Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the financialstatements that individually or in aggregate makes it probable that the economicdecisions of a reasonably knowledgeable user of the financial statements may beinfluenced. I consider quantitative materiality and qualitative factors in (i) planningthe scope of my audit work and in evaluating the results of my work; and (ii) to evaluatethe effect of any identified misstatements in the financial statements.

I communicate with those charged with governance regarding among othermatters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that I identify during myaudit.

I also provide those charged with governance with a statement that Ihave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on my independence and where applicable related safeguards.

From the matters communicated with those charged with governance Idetermine those matters that were of most significance in the audit of the financialstatements of the current period and are therefore the key audit matters. I describe thesematters in my auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances I determine that a mattershould not be communicated in my report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

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 Companies Act 2013 I give in the "Annexure-A" astatement on the matters specified in paragraphs 3 and 4 of the Order to the extentapplicable.

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

a) I have sought and obtained most of the information and explanationswhich to the best of my knowledge and belief were necessary for the purposes of my audit;

b) In my opinion proper books of account as required by law have beenkept by the Company so far as it appears from my examination of those books;

c) The Balance Sheet the Statement of Profit and Loss including othercomprehensive income statement of changes in equity and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account;

d) In my opinion the aforesaid financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 to the extent applicable;

e) On the basis of the written representations received from thedirectors as on 31 March 2021 taken on record by the Board of Directors none of thedirectors is disqualified as on 31 March 2021 from being appointed as a director in termsof Section 164 (2) of the Act;

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto mu separate report in "Annexure-B". My report expresses an unmodified opinionon the adequacy and operating effectiveness of the Company's internal financialcontrols over financial reporting;

g) With respect to the other matters to be included in theAuditor's Report in accordance with the requirements of section 197(16) of the Actas amended:

In my opinion and to the best of my information and according to theexplanations given to me the remuneration paid by the Company to its directors during theyear is in accordance with the provisions of section 197 of the Act; and

h) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in my opinion and to the best of my information and according to theexplanations given to us:

i. Subject to what is said in contingent liabilities the Company doesnot have any pending litigations which would impact its financial position.

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

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

"ANNEXURE - A" TO THE INDEPENDENT AUDITOR'S REPORT

CARO 2016 Report on the financial statement of ADITYA FORGE LIMITED forthe year ended March 31 2021

(Referred to in paragraph 1 under ‘Report on Other Legal andRegulatory Requirements ‘section of my report of even date)

To the Member of ADITYA FORGE LIMITED

On the basis of records produced to me for my verification/ examinationas I considered appropriate and in terms of information and explanations given to me formy enquiries I state that;

i. In respect of its fixed assets:

a) The Company had maintained records showing full particularsincluding quantitative details and situation of the fixed assets. According to theinformation and explanation given to me maintained records got affected due to weatherand frequent shifting. The same requires to be regenerated/updated on the basis ofavailable information.

b) All the fixed assets have not been physically verified by themanagement during the year but there is regular program of verification which in myopinion is reasonable having regard to the size of the company and nature of its assets.As informed to me no material discrepancies were noticed on such physical verification.

c) According to the information and explanations given by themanagement the title deeds of immovable properties included in fixed assets are held inthe name of the Company.

ii. In respect of its inventories:

a) According to the information and explanation given to me physicalverification of heavy articles/ products is costly and laborious and not possiblemanually. In such cases no procedure of physical verification is followed. In other casesperiodical test check was applied. In my opinion and according to the information andexplanation given to me the procedures of physical verification of inventories followedby the management are reasonable and adequate in relation to the size of the Company andnature of its business.

b) According to the information and explanations given by themanagement no material discrepancies were noticed on such physical verification.

iii. In respect of the loans secured or unsecured granted by thecompany to companies firms or other parties.

a) The Company has not granted loan to firms and other parties coveredin the register maintained under section 189 of the Companies Act 2013. Hence noreporting is given on this clause.

b) The Company has taken loan under the section 189 of companies act2013 & it's repayable on demand.

c) According to the information and explanations given to me all otherterms and conditions (except NIL rate of Interest) for such loans are not prima facieprejudicial to the interest of the company.

iv. In respect Loans Investments Guarantees and Securities.

In my opinion and according to the information and explanations givento me provisions of section 185 and 186 of the Act in respect of loans to directorsincluding entities in which they are interested and in respect of loans and advancesgiven investments made and guarantee and securities given have been complied with by theCompany.

v. In respect of deposits from public

According to the information and explanation given to me the Companyhas not accepted any deposit from the public during the year under audit. Therefore theprovisions of Clause (v) of paragraph 3 of the CARO 2016 are not applicable to theCompany.

According to the information and explanation given to me the Board hasmade reporting of disclosure of details of outstanding money or loan received ortransactions by a company but not considered as deposits in terms of rule 2(l)(c) of theCompanies (Acceptance of Deposits) Rules 2014 by filing e-form DPT-3 as notified byMinistry of Corporate Affairs vide Notification No. GSR 42(E) dated 27^th August2021.

vi. In respect of maintenance of cost records

I have broadly reviewed the books of account maintained by the Companypursuant to the Companies (Cost Records and Audit) Rules 2014 prescribed by the centralGovernment under Section 148 (1) of the Companies Act 2013 in respect of Company'sproduct to which the said rules are made applicable and are of the opinion that primafacie the prescribed accounts and records have been made and maintained. I have howevernot made a detailed examination of the records with a view to determine whether they areaccurate.

vii. In respect of statutory dues:

a) According to the records of the Company undisputed statutory duesincluding Employees' State Insurance Sales Tax Wealth Tax Duty of Customs Duty ofExcise Value Added Tax Cess and other statutory dues have been deposited withappropriate authorities.

viii. According to the information and explanation given to mefollowing amounts payable in respect of the aforesaid dues were outstanding as at March31 2021 for a period more than six months from the date of becoming payable.

There were disputed statutory dues of the company that have not beendeposited on account of matters pending before appropriate authorities. The same are asbelow;

ix. In respect of dues to financial institution /banks/debentures.

Madhavpura Mercantile Co-op Bank Limited(MMCB) is under Liquidation asthe result of which the company is not able to do banking transaction with it. The bankhas filed a case against the company in the Court of Board of Nominees. The company hasprovided for Interest of Rs. 19211140 to arrive at the figure for which case is filedby the Bank with the Court of Board of Nominees as per the Notice No.MMCB/HO/44/229/2011-12 dated 4^th January 2012 issued to the company by MMCB.Interest from the date of decree on the outstanding amount of the suit is yet to becharged to the Profit and loss account. The Company had shown their willingness to settlethe account as per OTS offered to them by the Bank (MMCB) vide their letter No.MMCB/SHB/43/10/11 Dated 10/06/2010. The request of Company is pending. In the meanwhilethe MMCB has offered new OTS Scheme. The Company has shown their willingness subject toarriving at OTS amount which was offered to the Company vide their Letter dated 10^th June2010 for an amount of Rs. 4.76crores. The necessary discussion between the Company andMMCB is under way.

According to information and explanation given to us the company hasfiled a counter claim of Rs. 121619311/- on account of sudden closure of Bank'sBranch at Vadodara excessive charging/ recovering of interest from working capitalfacilities forcing the company to face financial crunch resulting into loss of Exportorders etc.

Further according to the information and explanations given to me theCompany has been identified as Viable Sick Industrial Enterprise by Government of GujaratIndustries Commissionerate accepting the TEV Report of GITCO vide their CommunicationReference - IC/IM/VSIE/SUReg/2019/154485 dated 12-06-2019 with Registration NumberSU/MSME/007 dated 04/06/2019as per scheme declared under Notification - Industries andMines Department GR No MIS/10/2015/702426/P dated 11/09/2017. Company has approached toMadhavapura Cooperative Bank Ltd (Under Liquidation) to consider OTS Proposal as per theAmount arrived at within TEV Report at Rs 411.00 Lakhs. According to the information andexplanations given to me the Company is hopeful of favorable outcome thereof.

x. In respect of application of Term Loans

a) The company has not raised any money by way of initial public offeror further public offer (including debt Instruments) during the year. Hence reporting onutilization of such money does not arise.

b) The fresh term loan was not raised during the year. Hence reportingon utilization of such money does not arise.

xi. In respect of Fraud.

Based upon the audit procedure performed for the purpose of reportingthe true and fair view of the financial statements and according to the information andexplanation given by the management to me I report that no fraud by the Company or nofraud on the Company by the officers and employees of the Company has been noticed orreported during the year.

xii. In respect of Managerial Remuneration.

In my opinion and according to the information and explanations givento me managerial remuneration has been provided 8s paid. The requisite approvals mandatedby the provisions of section 197 read with Schedule V to the Companies Act2013 (includingapproval by the Central Government)is not obtained.

xiii. In respect of Nidhi Companies

In my opinion the Company is not a Nidhi Company. Therefore theprovision of clause 3 (xii) of the Order are not applicable to the Company and hence notcommented upon.

xiv. In respect of Related Parties Transactions

According to the information and explanation given to me by themanagement transactions with the related parties are in compliance with section 177 and188 of the Act where applicable. The relevant details if any have been disclosed in thenotes to the financial statements as required by the applicable accounting standards.

xv. In respect of Preferential allotment/ Private placement

During the year the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review. Therefore paragraph 3(xiv) of the Order is not applicable to the Company.

xvi. In respect of Non-Cash Transactions with Directors

According to the information and explanation given to me by themanagement the Company has not entered into any non-cash transactions with the directorsor persons connected with them as referred to in section 192 of the Act.

xvii. In respect of Registration with RBI

According to the information and explanation given to me by themanagement the provisions of section 45-IA of the Reserve Bank of India Act 1934 are notapplicable to the Company and hence not commented upon.

"ANNEXURE - B" TO THE INDEPENDENT AUDITOR'S REPORTADITYA FORGE LIMITED for the year ended March 31 2021

(Referred to in paragraph 2(f) under ‘Report on Other Legal andRegulatory Requirements ‘section of my report of even date)

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

I have audited the internal financial controls over financial reportingof ADITYA FORGE LIMITED ("the Company") as of 31 March 2021 in conjunction withmy audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India(‘ICAI') These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

My responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on my audit. I have conducted my auditin accordance with the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls both applicable to anaudit of Internal Financial Controls and both issued by the Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that I comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

My audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. My audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

I believe that the audit evidence I have obtained is sufficient andappropriate to provide a basis for my audit opinion on the Company's internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the Company are being made only in accordance with authorizations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In my opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at 31 March 2021 based onthe internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.