We have audited the accompanying financial statements of Bhagwati
Autocast Limited (the ‘Company’) which comprise the Balance Sheet
as at March 31, 2025, The Statement of Profit and Loss(including
Other Comprehensive Income), the Statement of Cash Flows and the
Statement of Changes in Equity for the year then ended, and notes to
the financial statements, including a summary of material accounting
policies and other explanatory information.

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the
information required by the Companies Act, 2013 (the “Act”) in the
manner so required and give a true and fair view in conformity with
the Indian Accounting Standards prescribed under Sec. 133 of the
Act read with the Companies (Indian Accounting Standards) Rules,
2015 as amended (“Ind AS”) and other accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31, 2025, and its profit, total comprehensive income, its
cash flowsand the changes in equity for the year ended on that date.
Basis for Opinion

We conducted our audit of the financial statements in accordance

with the Standards on Auditing (SAs) 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 Financial
Statements section of our report. We are independent of the Company
in accordance with the Code of Ethics issued by Institute of Chartered
Accountants of India (ICAI) together with the ethical requirements that
are relevant to our audit of the financial statements under the provisions
of the Act and the Rules made thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these requirements
and the ICAI’s Code of Ethics. We believe that the audit evidence
obtained by us is sufficient and appropriate to provide a basis for our
opinion on the financial statements.

Emphasis of Matter

We draw attention to note no. 46 of the financial results regarding
pending confirmation/ reconciliation and consequential adjustments
in respect of trade receivables, creditors and advances.

Our opinion is not modified in respect of above matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the financial statements of the
current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit
matters to be communicated in our report.

Information other than 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 Board’s Report including Annexures to Board’s Report,
but does not include the financial statements and our auditor’s reports
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 identified above 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.

Responsibilities of Management and Those Charged with
Governance for the 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
financial statements that give a true and fair view of the financial
position, financial performance including other comprehensive
income, changes in equity and cash flows of the Company in
accordance with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) specified under
Section 133 of the Act.This responsibility also includes maintenance
of adequate accounting records in accordance with the provisions of
the Act, for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgement and estimates
that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were
operating effectively or ensuring 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.

The 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 guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the
basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional
judgment and maintain professional skepticism throughout the audit.
We also:

• Identify and assess the risks of material misstatement of the

financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
L

forgery, intentional omissions, misrepresentations, or the
override of internal control.

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

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

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

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

Materiality is the magnitude of misstatements in the financial statements
that, individually or in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the financial
statements may be influenced. We consider quantitative materiality
and qualitative factors in (i) planning the scope of our audit work and
in evaluating the results of our work; and (ii) to evaluate the effect of
any identified misstatements in the financial statements.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.

We also provide those charged with governance with a statement that
we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance,
we determine those matters that were of most significance in the audit
of the financial statements of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about the matter
or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

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

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and belief are
necessary for the purpose of our audit.

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

(c) The Balance Sheet, the Statement of Profit and Loss including
other comprehensive income, the Statement of Cash Flows and
the Statement of Changes in Equity dealt with by this Report are
in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with
the Ind AS specified under Section 133 of the Act.

(e) On the basis of the written representations received from the
directors as on March 31, 2025 taken on record by the Board
of Directors, none of the directors is disqualified as on March
31, 2025 from being appointed as a director in terms of Section
164(2) of the Act. (DIR-8 signed by all directors to be obtained)

(f) With respect to the adequacy of internal financial controls with
reference to financial statements of the Company and the
operating effectiveness of such controls, refer to our separate
report in “Annexure A”.

(g) With respect to the other matters to be included in the Auditor’s
Report in accordance with the requirements of Section 197(16)
of the Act, as amended:

In our opinion and to the best of our information and according
to the explanations given to us, the remuneration paid/provided
by the Company to its directors during the year is in accordance
with the provisions of section 197 read with Schedule V to the
Companies Act, 2013.

(h) With respect to the other matters to be included in the Auditor’s
Report in accordance with Rule 11 of the Companies (Audit
and Auditors) Rules, 2014, as amended, in our opinion and to
the best of our information and according to the explanations
given to us :

i. The Company has disclosed the impact of pending litigations
on the financial position of its financial statements (Refer
Note No.34to the financial statements);

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

iii. There has been delay in transferring the amounts required
to be transferred to the Investor Education and Protection
Fund by the Company during the year under review.

iv. (a) The management has represented that, to the best of its
knowledge and belief, as disclosed in the note no. 55 to the
financial statements, 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 person or entity, including
foreign entity (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the
Intermediary shall, whether directly or indirectly, lend or
invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the
like on behalf of the ultimate beneficiaries.

(b) The management has represented that, to the best of its
knowledge and belief, as disclosed in the note no. 56 to the
financial statements, no funds have been received by the
Company from any person or entity, including foreign entity
(“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company shall,
whether directly or indirectly, lend or invest in other persons
or entities identified in any manner whatsoever by or on
behalf of the Funding Party (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the
ultimate beneficiaries.

(c) Based on the audit procedures that have been considered
reasonable and appropriate in the circumstances, nothing
has come to our notice that has caused us to believe that the
representations under (a) and (b) above, contain any
material misstatement.

v. (a) The final dividend proposed in the previous year,
declared and paid by the Company during the year is in
accordance with Section 123 of the Act to the extent it applies
to payment of dividend.

(b) The company has not declared or paid any interim
dividend during the year.

(c) As stated in note no. 14.5 and 14.6 to the financial
statements, the Board of Directors of the Company have
proposed final dividend for the year which is subject to
approval of the members in the ensuing Annual General
Meeting. The amount of dividend proposed is in accordance
with Section 123 of the Act, as applicable.

2. The company has used accounting software for maintaining its
books of account which has a feature of recording audit trail
(edit log) facility and the same has been operated throughout the
year for all relevant transactions recorded in the software. Further,
there are no instances of audit trail being tampered with.
Additionally, the audit trail of prior year(s) has been preserved
by the Company as per the statutory requirements for record
retention to the extent it was enabled and recorded in the
respective years. (Refer Note No. 48 to the financial statements)

3. 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 Companies Act, 2013,
we give in the “Annexure B” a statement on the matters specified
in paragraphs 3 and 4 of the Order.

Mahendra N. Shah & Co.

Chartered Accountants
Firm’s registration No. : 105775W

CA Chirag M. Shah

Partner

Membership No. : 045706
UDIN: 25045706BMJAII5428

Place : Ahmedabad
Date : 23/05/2025