Pan Electronics India Ltd.की ऑडीटर रिपोर्ट

Mar 31, 2025

We have audited the standalone financial statements of M/s. PAN ELECTRONICS (INDIA) LIMITED
("the Company"), which comprise the standalone balance sheet as at 31st March 2025, and the
standalone statement of profit and loss (including other comprehensive income), standalone
statement of changes in equity and standalone statement of cash flows for the year then ended, and
notes to the standalone financial statements, including a summary of the significant accounting
policies and other explanatory information.

Basis for Qualified Opinion

The company''s premises on lease basis, has debtors, sales returns and loan liabilities during the year.
The company being listed on stock exchange is required to comply with the IND AS116 ''Leases'', IND
AS-109 ''Financial Instruments'' and IND As-115 ''Revenue from Contract with Customers''. The data
available with the company is not sufficient to quantify the effect, of non-compliance, on the
standalone financial statements. Consequently, we were unable to determine whether any adjustments
to these amounts were necessary.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the standalone financial statements of the current period. 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.

We did not find any significant matter during the course of the audit and the same has been
communicated to the management of the company. Accordingly, it has been determined that nothing
has been found to report under this heading.

Information other than the Financial Statements and Auditor''s Report thereon:

The Company''s Board of Directors is responsible for the other information. The other information
comprises the information included in the Annual Report, 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 in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to report in this regard.

Management''s Responsibility for the Standalone Financial Statements:

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act
with respect to the preparation of these standalone financial statements that give a true and fair view
of the state of affairs (financial position), profit or loss (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 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 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 is responsible for assessing the Company''s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless management either

intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the company''s financial reporting process.
Auditor''s Responsibilities for the Audit of the 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:

a. 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.

b. 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 Companies
Act, 2013, 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.

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

d. 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.

e. 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.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our qualified audit opinion.

Report on Other Legal and Regulatory Requirements

1. 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 Act, we give in

the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to

the extent applicable.

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

a. We have sought and except for the matters described in the Basis for Qualified Opinion
paragraph, obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit;

b. Except for the possible effects of the matter described in the Basis for Qualified Opinion
paragraph above, in our opinion proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those books;

c. The standalone balance sheet, the standalone statement of profit and loss (including other
comprehensive income), the standalone statement of changes in equity and the standalone
statement of cash flows dealt with by this Report are in agreement with the books of
account.

d. Except for the possible effects of the matter described in the Basis for Qualified Opinion
paragraph above, in our opinion, the aforesaid financial statements comply with the
Accounting Standards specified under section 133 of the Companies Act, 2013, read with
the Rule 7 of the Companies (Accounts) Rules, 2014;

e. On the basis of written representations received from the directors as on March 31st 2025,
taken on record by the Board of Directors, none of the directors is disqualified as on March
31st 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 B";

g. 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 does not have any pending litigation which would impact its financial
position;

(ii) The Company did not have any long-term contracts including derivative contracts
for which there were any material foreseeable losses;

(iii) There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company;

3. As required by Section 197(16) of the Act, we report that the Company has not paid
remuneration to its directors during the year in accordance with the provisions of and limits
laid down under Section 197 read with Schedule V to the Act

For SKSVM & Co.,

Chartered Accountants
Firm Reg. No. 002045S

Sd/-

Shivakumara G V

Partner

Membership No. 232286
UDIN: 25232286BMJOXU1828

Place: Bengaluru
Date: 29/05/2025

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Mar 31, 2024

We have audited the accompanying Statement of Standalone Financial Results of M/s. PAN ELECTRONICS
(INDIA) LIMITED (the "Company"), for the quarter and year ended March 31, 2024 (the "Statement"), being
submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"). In our opinion and to the
best of our information and according to the explanations given to us, the Statement:

a. is presented in accordance with the requirements of Regulation 33 of the Listing Regulations; and

b. gives a true and fair view in conformity with the recognition and measurement principles laid down in
the Indian Accounting Standards ("Ind AS") and other accounting principles generally accepted in India of the
net profit and total comprehensive income and other financial information of the Company for the quarter and
year then ended March 31,2024.

Basis for Opinion

We conducted our audit 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 Auditor''s Responsibilities for
the Audit of the Standalone Financial Results 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 Standalone Financial Results for the quarter
and year ended March 31,2024 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 ICAl''s Code of Ethics. We believe
that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion.

Management''s Responsibilities for the Standalone Financial Results

This Statement, which includes the Standalone financial results is the responsibility of the Company''s Board of
Directors, and has been approved by them for the issuance. The Statement has been compiled from the related
unaudited Interim condensed standalone financial statements for the three months and year ended March 31,
2024. This responsibility includes preparation and presentation of the Standalone Financial Results for the quarter
and year ended March 31,2024 that give a true and fair view of the net profit and other comprehensive income
and other financial information in accordance with the recognition and measurement principles laid down in Ind
AS, prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting
principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This
responsibility also includes maintenance of adequate accounting records in accordances 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 the 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 Standalone Financial Results that give a true and fair view
and is free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Results, the Board of Directors 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 the Board of Directors 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 financial reporting process of the Company.
Auditor''s Responsibilities for the Audit of the Standalone Financial Results

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

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 Standalone Financial Results, 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, but not for the purpose of expressing an opinion on the effectiveness
of such controls.

« Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by the Board of Directors.

« Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors in terms of the
requirements specified under Regulation 33 of the Listing Regulations.

« Conclude on the appropriateness of the Board of Directors'' 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 ability of the Company 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 Statement 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 conditi ons may cause
the Company to cease to continue as a going concern.

« Evaluate the overall presentation, structure and content of the Standalone Financial Results, including the
disclosures, and whether the Standalone Financial Results represent the underlying transactions and events in a
manner that achieves fair presentation.

« Obtain sufficient appropriate audit evidence regarding the Standalone Financial Results of the Company to
express an opinion on the Standalone Financial Results

Materiality is the magnitude of misstatements in the Standalone Financial Results that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone
Financial Results 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 Standalone Financial Results.

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 safeguard.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2020 ("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 the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit;

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;

The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive
income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with
by this Report are in agreement with the books of account.

In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section
133 of the Companies Act, 2013.

On the basis of written representations received from the directors as on March 31st 2024, taken on record by
the Board of Directors, none of the directors is disqualified as on March 31st 2024, from being appointed as a
director in terms of section 164 (2) of the Act;

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 B";

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:

The Company does not have any pending litigation which would impact its financial position;

The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses;

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by
the Company;

The Management has represented that, to the best of its knowledge and belief, other than as disclosed in the
notes to accounts, 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 by or on
behalf of the Company ("Ultimate Beneficiaries") or

Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Based on the audit procedures carried out by us, that we have 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) contain any material misstatement.

As our opinion and according to the information and explanations provided to us, no dividend was declared or
paid during the year by the Company as per section 123 of the Companies Act, 2013.

With respect to the matter to be included in the Auditor''s report under section 197(16) of the Act, in our opinion
and according to the information and explanation given to us, the remuneration paid during the year by the
Company to its directors is in accordance with the provisions of Section 197 of the Act.

Other Matters,

The Standalone Financial results include the results for the quarter ended March 31st, 2024 being the balancing
figures between the audited figures in respect of the full financial year and the published unaudited year to
figures upto the third quarter of the current financial year reviewed by us. The standalone financials result for the
quarter ended March 31 st, 2024 are neither subject to limited nor audited by us.

The Standalone annual financial results dealt with by this report has been prepared for the express purpose of
filing with stock exchange on which the Company''s shares are listed. These results are based on and should be
read with the audited financial statements of the Company for the year ended March 31st, 2024 on which we
issued an unmodified opinion vide our audit report dated 29th May 2024.

For Rao and Emmar,

Chartered Accountants

Firm Registration No. 003084S

Sd/-

S B Subhash
Partner

Membership No: 212948

Date: 29-05-2024

Place: Bengaluru

UDIN: 24212948BKAQRC3051

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Mar 31, 2014

Report on the financial statements

We have audited the accompanying financial statements of PAN ELECTRONICS (INDIA) LIMITED, which comprise the balance sheet as at 31st March 2014, and the statement of profit and loss and cash flow statement for the year then ended, and summary of significant accounting policies and other explanatory information.

Management''s responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards on auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the said accounts subject to

* Non-obtainment of confirmations in respect of certain balances appearing under, Loans and Advances, Sundry Debtors and Sundry Creditors, the impact of which not being quantifiable

a) In the case of the balance sheet, the state of affairs of the Company as at 31st March 2014

b) In the case of the statement of Profit and Loss, of the profit for the year ended on that date, and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on other legal and regulatory requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the order") issued by the Central Government of India in terms of sub section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

2. As required by Section 227 (3) of the Act, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief where necessary for the purposes of our audit.

b. In our opinion, proper books of accounts as required by law, have been kept by the Company so far as appears from our examination of those books.

c. The balance sheet, the statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d. In our opinion, the balance sheet, the statement of profit and loss, and cash flow Statement comply with the accounting standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956.

e. On the basis of written representations received from the directors as on 31st March 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2014 from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 of the Companies Act, 1956;

Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements of our report of even date

Re: Pan Electronics (India) Limited

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) All the assets have not been physically verified by the management during the year, but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. We are unable to comment on the discrepancies if any, as all the assets have not been physically verified as aforesaid.

c) The company has not disposed off a substantial part of fixed assets during the year.

2. a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The company is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification when compared to the book records.

3. a) The company has taken loans, secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) The company has granted advance, in the nature of unsecured loans to two erstwhile wholly owned subsidiary companies, covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year Rs.446.43 lakhs.

c) i) No interest has been charged and terms and conditions for the advances have not been specified and we are of the opinion that the said advances are prima-facie prejudicial to the interest of the company.

ii) The amounts have been fully written off during the year.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and service. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

5. a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act,1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding Rs five lakhs.

6. The company has not accepted deposits from the Public within the meaning of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

7. The company has an adequate internal audit system commensurate with its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956. As per explanation given to us, the company is in the process of getting a Certificate from a Practising Cost Accountant towards Cost Accounting Record maintenance Compliance.

9. a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the Company is generally regular in remitting statutory dues in respect of provident fund, investor education and protection fund, employees'' state insurance, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable except Income Tax (TDS) that have not been deposited by the Company during the year with the appropriate authorities. The amount involved is Rs.0.26 lakhs

b) As at March 31, 2014, according to the record of the company and the information and explanations given to us, there are no disputed dues (provided/considered contingent liability, as appropriate) on account of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess matters that have not been deposited on account of any dispute.

10. In our opinion, the accumulated losses of the company are more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit. However the company had incurred cash loss during the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company opted for One Time Settlement Scheme and has obtained a no Due certificate from Stressed Asset Stabilisation Fund (SASF).

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4 (xii) of the Companies (Auditor''s Report) Order 2003 as amended is not applicable.

13. The company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 as amended is not applicable.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly clause 4 (xiv) of the Companies (Auditor''s Report) Order, 2003 as amended is not applicable.

15. In our opinion and according to the information and explanations given to us, there are no guarantees that are given by the company and are prejudicial to the interest of the company.

16. The company has not received any term loan during the year.

17. On the basis of an overall examination of the Balance Sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis, which have been used for long-term investment.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

19. No debentures have been issued by the company and hence the question of creating security or charge in respect thereof does not arise.

20. The company has not raised any money by public issue during the year.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor we have been informed of such case by the management.

V. GANESH Chartered Accountant Membership Number: 208181

Place: Bangalore Date: 28th May 2014

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Mar 31, 2010

We have audited the attached Balance Sheet of PAN Electronics (India) Limited as at 31st March 2010, the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief where necessary for the purposes of our audit;

b) In our opinion, proper books of accounts as required by law, have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement, dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956 (the Act);

e) On the basis of written representations received from the Directors, as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the Directors, are disqualified as on 31st March 2010 from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 of the Companies Act, 1956;

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to

- Note (3) of Schedule 21-11 regarding non-obtainment of confirmations in respect of certain balances appearing under Secured Loans, Loans and Advances (Except wholly owned subsidiaries), Sundry Debtors and Sundry Creditors, the impact of which not being quantifiable

- Note (3) of Schedule 21-11 regarding non-provision of penal interest and liquidated damages the impact of which is not quantifiable as the Company has not obtained the year-end confirmation of balances

- Non provision of Deferred Tax Liability of Rs.29.70 lakhs as per Accounting standard 22 issued by institute of Chartered Accountants of India

- Non-creation of provisions for doubtful advances in respect of advances disclosed vide note (13) of schedule 21 amounting to Rs 384.52 lakhs consequent to the negative net worth of the Subsidiary Companies to which the amounts have been advanced

- Non provision towards guarantee of Rs. 770.00 lakhs given to IDBI securing due repayment of 18% NCD issued, in favour of IDBI by Venlon Metallising Pvt Ltd (a wholly owned subsidiary company)

- Non provision towards guarantee of Rs.50 lakhs given to Canara Bank, Mysore securing due repayment of term loan obtained by Dev Power Corporation, Mysore

- Non obtainment of permission of IDBI in respect of shares of Venlon Metallising Private Limited acquired by the company from the erstwhile share holders

and read with other Accounting Policies and notes, give the information required by the Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, the state of affairs of the Companyas at 31st March 2010;

ii) In the case of the Profit and Loss Account, of the loss for the year ended on that date; and

iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

2. As required by the Companies (Auditors Report) Order, 2003 as amended by Companies (Auditors Report) (Amendment) order 2004 issued by the Central Government of India in terms of sub section 227 of the Companies Act, 1956 we further report that:

la) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) All the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. We are unable to comment on the discrepancies if any, as all the assets have not been physically verified as aforesaid.

c) The company has not disposed off a substantial part of fixed assets during the year.

2a)The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) The company is maintaining proper records of its inventories and no material discrepancies were noticed on physical verification when compared to the book records.

3. a) The company has not taken any loans, secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) The company has granted advance, in the nature of unsecured loans to two wholly owned subsidiary companies, covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year Rs 425.86 lakhs and the year-end balance of such loans aggregate to Rs 384.52 lakhs.

c) i) No interest has been charged and terms and conditions for the advances have not been specified and we are of the opinion that the said advances are prima-facie prejudicial to the interest of the company.

ii) In the absence of terms and conditions relating to the repayment / payment of principal and interest we are unable to comment on the regularity of the repayment/payment of principal and interest respectively.

iv) In the absence of terms and conditions relating to the repayment / payment of principal and interest, we are unable to state the over due amount and to comment upon the reasonability of the steps taken / to be taken by the company for the recovery / payment of principal and interest respectively.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods and service. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

5. a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding Rs five lakhs.

6. The company has not accepted deposits from the Public within the meaning of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under.

7. The company has an adequate internal audit system commensurate with its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

9. a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues in respect of provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable, have not been regularly deposited by the Company during the year with the appropriate authorities, as indicated below.

Statement of arrears of statutory dues outstanding for more than 6 months

Period to Nature Amount SI. Name of the which Rs.(in No. Stature of the amount dues lakhs relates

1. ESI Act ESI 1.37 Upto Mar09

2. Income Tax Act TDS 0.25 Upto Mar09

3 Sales Tax, Tamil Na CST 1.54 Upto Mar09

4. Sales Tax, Delhi Local 9254 Upto Mar09

SI. Name of the Due Date Date of No. Stature (Succeeding Payment month)

1. ESI Act 20th NIL

2. Income Tax Act 7th NIL

3. Sales Tax, Tamil Na 20th NIL

4. Sales Tax, Delhi 20th NIL

b) As at March 31, 2010, according to the record of the company and the information and explanations given to us, the following are the particulars of disputed dues (provided / considered contingent liability, as appropriate) on account of sales tax, income tax, customs duty, wealth tax, service tax excise duty and cess matters that have not been deposited on account of any dispute.

STATEMENT OF DISPUTED DUES:

Name of the Nature of the dues Amount Period to Forum where Statute Rs. in Which Disputes are lakhs amount Pending relates

The Tamil Nadu Sales Tax job 13.38 1988-89, Commercial

State Sales Tax on Job work 1992-93 & Tax Officer

Act, 1959 and Penalty 1995-96 Hosur North

The Central Concessional High Court

Excise rate of 350.00 2000 Chennai

Act, 1944 Excise Duty

10. In our opinion, the accumulated losses of the company are more than fifty percent of its net worth. The company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to financial institutions as given below:

Name of the Financial Institution Amount Commencement of Default year of Default from

Rs.in lakhs

Industrial Development -Bank

of India - Loan I 808.17 1998

Industrial Development-Bank

of India - Loan II 11697.89 2001

*The above amounts do not include penal interest and liquidated damages

12. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4 (xii) of the Companies (Auditors Report) Order 2003 as amended is not applicable.

13. The company is not a chit fund or a nidhi / mutual benefit fund / society. Accordingly clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 as amended is not applicable.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 as amended is not applicable.

15. In our opinion and according to the information and explanations given to us, the following guarantees given by the company are prejudicial to the interest of the company:

a) Industrial Development Bank of India for Rs.770.00 lakhs in respect of term loan obtained by Venlon Metallising Pvt Ltd and

b) Canara Bank, Mysore for Rs.50 lakhs in respect of term loan obtained by Dev Power Corporation, Mysore.

16. The company has not received any term loan during the year.

17. On the basis of an overall examination of the Balance Sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis, which have been used for long-term investment.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

19. No debentures have been issued by the company and hence the question of creating security or charge in respect thereof does not arise.

20. The company has not raised any money by public issue during the year.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor we have been informed of such case by the management.

Place : Bangalore V.GANESH

Date : 28th Jul 2010 Chartered Accountant.

Membership Number: 208181

V.GANESH

Chartered Accountant

M. No:208181