To the Members of

Opinion

We have audited the accompanying standalone financial statements ofFiem Industries Limited ("the Company") which comprise the balance sheet as at31st March 2022 the statement of profit and loss (including other comprehensive income)standalone statement of changes in equity and standalone statement of cash flows for theyear then ended and notes to the standalone financial statements including a summary ofsignificant accounting policies and other explanatory information. (hereinafter referredto as "the standalone financial statements" or "financial statements")In our opinion and to the best of our information and according to the explanations givento us the aforesaid standalone financial statements give the information required by theCompanies Act 2013 ("the Act") in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at 31st March 2022 the profit and other comprehensiveincome changes in equity 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 responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Standalone Financial Statements section of our report. We are independent ofthe Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our auditof the financial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the ICAI's Code of Ethics. We believe that the audit evidencewe have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere 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 awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters. We have determined the matters described below to be the key audit matersto be communicated in our report.

Other Information

The Company's management and Board of Directors are responsiblefor the other information. The other information comprises the information included in theCompany's annual report but does not include the financial statements and ourAuditor's Report thereon.

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

In connection with our audit of the financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact. We have nothing to report in thisregard.

Management's Responsibility for the Standalone FinancialStatements

The Company's management and Board of Directors are responsiblefor 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 trueand fair view of the state of affairs profit/loss and other comprehensive income changesin equity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the accounting Standards specified under section133 of the Act. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statement that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

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

The Board of Directors is also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the FinancialStatements

Our 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 our 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 inaccordance with SAs we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:

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

• 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 Act we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls with reference to financialstatements in place and 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 we conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the standalone financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the standalone financialstatements may be influenced. We consider quantitative materiality and qualitative factorsin (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 financialstatements. We 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 we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards. From the matterscommunicated with those charged with governance we determine those matters that were ofmost significance in the audit of the standalone financial statements of the currentperiod and are therefore the key audit matters. We describe these matters in ourauditors' report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe 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) Order2020("the Order") issued by the Central Government of India in terms of sub-section(11) of section 143 of the Act we give in the "Annexure- A" a statement on thematters specified in the paragraph 3 and 4 of the Order to the extent applicable.

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

a. we have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b. in our opinion proper books of account as required by law have beenkept by the Company so far as appears from our examination of those books.

c. the balance sheet the statement of profit and loss including othercomprehensive income statement of changes in equity and cash flow statement and dealtwith by this Report are in agreement with the books of account.

d. In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under Section 133 of the Act

e. On the basis of written representations received from the directorsas on 31st March 2022 taken on record by the Board of Directors none of the directorsis disqualified as on 31st March 2022 from being appointed as a director in terms ofSection 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 our separate Report in "Annexure B" and B.

With respect to the other matters included in the Auditor's Reportin accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in ouropinion and to the best of our information and according to the explanations given to us :

a. The Company has disclosed the impact of pending litigations as at31st march 2022 on its financial position in its financial statements – Refer Note34(A) to the standalone Ind AS financial statements;

b. The Company has made provision as required under the applicable lawor accounting standards for material foreseeable losses if any on long-term contractsincluding derivative contracts;

c. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

d. a. The Management has represented that to the best of its knowledgeand belief no funds (which are material either individually or in the aggregate) havebeen advanced or loaned or invested (either from borrowed funds or share premium or anyother sources or kind of funds) by the Company to or in any other person or entityincluding foreign entity ("Intermediaries") with the understanding whetherrecorded in writing or otherwise that the Intermediary shall whether directly orindirectly lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the Company ("Ultimate Beneficiaries") or provide anyguarantee security or the like on behalf of the Ultimate Beneficiaries;

b. The Management has represented that to the best of its knowledgeand belief no funds (which are material either individually or in the aggregate) havebeen received by the Company from any person or entity including foreign entity("Funding Parties") with the understanding whether recorded in writing orotherwise that the Company shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries;

c. Based on such audit procedures that have been considered reasonableand appropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and (ii) of Rule 11(e) as providedunder (a) and (b) above contain any material misstatement.

d. As stated in Note 58 to the standalone financial statements a. Thefinal dividend proposed in the previous year declared and paid by the Company during theyear is in accordance with Section 123 of the Act as applicable.

b. The Board of Directors of the Company have proposed final dividendfor the year which is subject to the approval of the members at the ensuing Annual GeneralMeeting. The amount of dividend proposed is in accordance with section 123 of the Act asapplicable.

C. 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 our opinion and according to the explanations given to us the remunerationpaid by the Company to its directors during the year is in accordance with the provisionsof section 197 of the Act. The remuneration paid to any director is not in excess of thelimit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has notprescribed other details under Section 197(16) which are required to be commented upon byus.

The Annexure referred to in our Independent Auditors' Report tothe members of the Company on the standalone Ind AS financial statements for the yearended on 31.03.22 we report that:

1. A. a. According to the information and explanations given to us andthe records of the Company examined by us in our opinion the Company has maintainedproper records showing full particulars including quantitative details and situation ofProperty Plant and Equipment

b. According to the information and explanations given to us and therecords of the Company examined by us in our opinion the Company has maintained properrecords showing full particulars of Intangible assets B. As explained to us the companyhas a planned programme for physically verifying all Property Plant and Equipment. oncein three years which in our opinion is reasonable having regard to the size and nature ofassets. During the year the fixed assets have been physically verified by the managementin accordance with the programme and no material discrepancies were identified on suchverification.

C. According to the information and explanations given to us and on thebasis of our examination of the records of the company the title deeds of immovableproperties (other than properties where the company is the lessee and the lease agreementsare duly executed in favour of the lessee) disclosed in the financial statements are heldin the name of the company except for freehold land situated in Ahmedabad Gujaratacquired during the Fy 16-17 for Rs 18.23 Lakhs wherein final registration is pending asdisclosed in Note 2 on "Property Plant and equipment "to the standalone Ind ASfinancial statements.

D. The company has not revalued its Property Plant and Equipment(including Right of Use assets) or intangible assets or both during the year

E. According to the information and explanations given to us and on thebasis of our examination of the records of the company no proceedings have been initiatedor are pending against the company for holding any benami property under the BenamiTransactions (Prohibition) Act 1988 (45 of 1988) and rules made thereunder.

2. a. As informed to us the inventories have been physically verifiedby the management at regular intervals during the year. In our opinion the coverage andprocedure of such verification is appropriate and there were no material discrepancies of10% or more noticed on physical verification of the inventory as compared to the book ofaccounts.

b. According to the information and explanations given to us and on thebasis of our examination of the records of the company the quarterly returns orstatements filed by the company with banks or financial institutions who has sanctionedworking capital limits in excess of Rs 5 crores are in agreement with the books ofaccount of the Company.

3. According the information and explanations given to us during theyear the company has not made investments in provided any guarantee or security orgranted any loans or advances in the nature of loans secured or unsecured to companiesfirms Limited Liability Partnerships or any other parties. Therefore the requirement toreport under clauses (iii) of para 3 of the Order are not applicable to the Company.

4. In our Opinion and as per information and explanation given to usthe company during the year has not granted any loans to any directors etc. nor it hasgiven any loans or guarantees or provided any security in connection with a loan to anyperson or any other body corporate and also has not made any investments. Therefore therequirement to report under clauses (iv) of para 3 of the Order are not applicable to theCompany.

5. According to the information and explanation given to us and therecords of the Company examined by us the Company has neither accepted any deposits fromthe public nor accepted any amounts which are deemed to be deposits within the meaning ofsections 73 to 76 of the Companies Act and the rules made thereunder to the extentapplicable. Therefore the clause (v) of para 3 of the order is not applicable to theCompany.

6. We have broadly reviewed the books of account maintained by theCompany pursuant to the rules made by the Central Government for the maintenance of costrecords under section 148(1) of the Companies Act 2013 and are of the opinion that primafacie the specified accounts and records have been made and maintained. However nodetailed examination of the same has been carried out by us.

7. a. According to the records of the company and also the informationand explanations given to us the company is generally regular in depositing withappropriate authorities all undisputed statutory dues including provident fundemployees' state insurance income tax sales tax service tax Goods and Servicetax duty of customs duty of excise value added tax cess and other material statutorydues applicable to it.

According to the information and explanations given to us there are noundisputed amounts payable in respect of provident fund employees' state insuranceincome tax sales tax service tax duty of customs duty of excise value added tax cessand other material statutory dues as at the year end for a period of more than six monthsfrom the date they became payable.

b. According to the records of the Company the dues outstanding ofincome tax sales-tax wealth tax service tax Goods and Service tax duty of customsduty of excise and cess on account of any dispute are as follows

(Rs. in Lakhs)

Note:- No demand is outstanding as on the reporting date as the matterhas been decided in favour of the company by the CIT( Appeal). However the issue has beenchallenged in ITAT by the income tax department.

8. According to the information and explanations given to us and basedon the records the Company has not surrendered or disclosed any transaction previouslyunrecorded in the books of account in the tax assessments under the Income Tax Act 1961as income during the year. Accordingly the requirement to report on Clause 3(viii) of theOrder is not applicable to the Company.

9. On the basis of verification of records on an overall examinationof the financial statements of the Company and according to the information andexplanations given to us

a. the company has not defaulted in repayment of dues to a financialinstitution or banks..

b. the company has not been declared wilful defaulter by any bank orfinancial institution or other lender;

c. In our opinion and according to the information and explanationsgiven to us the Company has not taken any term loan during the year.

d. On an overall examination of the financial statements of theCompany funds raised on short-term basis have prima facie not been used during the yearfor long-term purposes by the Company.

e. According to the information and explanation given to us and onoverall examination of the financial statements of the Company the Company has not takenfunds from any entities and persons on account of or to meet the obligations of itssubsidiaries or associates.

f. According to the information and explanations given to us and basedon the records of the Company examined by us the Company has not raised loans during theyear on the pledge of securities held in its subsidiaries or associate companies. Hencethe requirement to report on clause (ix)(f) of the Order is not applicable to the Company.

10. a. The company has not raised any money by way of initial publicoffer or further public offer (including debt instruments) during the year.

b. the company has not made any preferential allotment or privateplacement of shares or convertible debentures (fully partially or optionally convertible)during the year

11. a. Based on examination of the books and records of the Company andaccording to the information and explanations given to us considering the principles ofmateriality outlined in Standards on Auditing we report that no fraud by the Company oron the Company has been noticed or reported during the course of the audit.

b. During the year no report under sub-section (12) of Section 143 ofthe Companies Act 2013 has been filed by us in Form ADT - 4 as prescribed under Rule 13of Companies (Audit and Auditors) Rules 2014 with the Central Government. According tothe information and explanations given to us and based on the information provided to usand records verified by us the Secretarial Auditor and the Cost Auditor have not filedreport in Form ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors)Rules 2014 with the Central Government.

c. According to the information and explanations given to us and asrepresented to us by the management there are no whistle blower complaints received bythe Company during the year.

12. In our opinion and according to the information and explanationsgiven to us the Company is not a nidhi company. Accordingly paragraph 3(xii) of theOrder is not applicable.

13. According to the information and explanations given to us and basedon our examination of the records of the Company transactions with the related partiesare in compliance with sections 177 and 188 of the Act wherever applicable and details ofsuch transactions have been disclosed in the standalone Ind AS financial statements asrequired by the applicable accounting standards. '

14. a. According to the information and explanations given to us andbased on our examination of the records of the Company the company has an internal auditsystem commensurate with the size and nature of its business;

b. We have considered the internal audit reports for the year underaudit issued to the Company during the year and till date.

15. According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not entered into anynon-cash transactions with directors or persons connected with him. Accordingly paragraph3(xv) of the Order is not applicable to the Company.

16. a. In our opinion the Company is not required to be registeredunder section 45-IA of the Reserve Bank of India Act 1934. Hence reporting under clause3(xvi)(a) (b) and (c) of the Order is not applicable.

b. In our opinion there is no core investment company (as defined inthe Core Investment Companies (Reserve Bank) Directions 2016) and accordingly reportingunder clause 3(xvi)(d) of the Order is not applicable.

17. The company has not incurred cash losses in the current financialyear and in the immediately preceding financial year.

18. There has not been any resignation of the statutory auditors duringthe year. Accordingly clause 3(xviii) of the Order is not applicable.

19. According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realisation of financialassets and payment of financial liabilities other information accompanying the financialstatements and our knowledge of the Board of Directors and Management plans and based onour examination of the evidence supporting the assumptions nothing has come to ourattention which causes us to believe that any material uncertainty exists as on the dateof the audit report indicating that Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tothe future viability of the Company.

We further state that our reporting is based on the facts up to thedate of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due

20. a. There are no unspent amounts towards Corporate SocialResponsibility (CSR) on other than ongoing projects requiring a transfer to a Fundspecified in Schedule VII to the Companies Act in compliance with second proviso tosub-section (5) of Section 135 of the said Act. Accordingly reporting under clause3(xx)(a) of the Order is not applicable for the year. b. In respect of ongoing projectsthe Company has transferred unspent Corporate Social Responsibility (CSR) amount as at theend of the previous financial year to a Special account within a period of 30 days fromthe end of the said financial year in compliance with the provision of section 135(6) ofthe Act.

Annexure "B" To The Independent Auditor's Report Of EvenDate On The Standalone Ind As Financial Statements Of Fiem Industries Limited

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

Opinion

1. We have audited the internal financial controls over financialreporting of FIEM INDUSTRIES LIMITED ("the Company") as of March 31 2022 inconjunction with our audit of the standalone Ind AS financial statements of the Companyfor the year ended on that date.

2. In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such internalfinancial controls were operating effectively as at 31st March 2022 based on the internalfinancial controls with reference to financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

3. 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 and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

4. Our responsibility is to express an opinion on the Company'sinternal financial controls over financial reporting based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") and the Standards on Auditing to theextent applicable to an audit of internal financial controls both issued by the Instituteof Chartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

5. Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls system over financial reporting andtheir operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls overfinancial reporting assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement includingthe assessment of the risks of material misstatement of the Ind AS financial statementswhether due to fraud or error.

6. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our opinion on the Company's internalfinancial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

7. A company's internal financial control over financial reportingis a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of Ind AS financial statements for externalpurposes in accordance with generally accepted accounting principles. A company'sinternal financial control over financial reporting includes those policies and proceduresthat (1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation ofInd AS financial statements in accordance with generally accepted accounting principlesand that receipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the Ind ASfinancial statements.

Inherent Limitations of Internal Financial Controls Over FinancialReporting

8. Because of the inherent limitations of internal financial controlsover financial 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.