ఆడిటర్ నివేదిక MV Electrosystems Ltd.

We have audited the accompanying financial statements of
MV ELECTROSYSTEMS LIMITED ("the Company”), which
comprise the Balance Sheet as at March 31,2026, the Statement
of Profit and Loss (including other comprehensive income), the
statement of changes in Equity and the statement of Cash Flows
for the year then ended and notes to the financial statements,
including material accounting policy information and other
explanatory information.

Basis for Opinion

We conducted our audit in accordance with the Standards
on Auditing 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. The financial statements
have been prepared in accordance with the Indian Accounting
Standards (Ind AS) as specified under Section 133 of the Act,
read with the Companies (Indian Accounting Standards) Rules,
2015, as amended 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 financial
statements 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 Code of Ethics.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion on the
accompanying Ind AS financial statements.

Other Information

The Company’s Board of Directors is responsible for the
preparation of 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 Ind AS 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 Ind AS financial statements or our knowledge obtained
during the course of our audit or otherwise appears to be
materially misstated.

If, based on the work we have performed, we conclude that there is
a material misstatement of this other information; we are required
to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged
with governance for the Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters
stated in section 134(5) of the Companies Act, 2013 ("the Act”)
with respect to 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
the accounting Standards specified under section 133 of the
Act, read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended, and other accounting principles
generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding 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 statement that give a true and fair view and are
free from material misstatement, whether due to fraud or error.

In preparing the Ind AS 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.

In preparing the Ind AS financial statements, management
is responsible for the computation of cash losses and the
maintenance of adequate records necessary for the auditor to
verify the same. The management is responsible for ensuring
the accuracy, completeness, and integrity of all financial data
and underlying records.

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

Auditor''s Responsibilities for the Audit of the Ind AS
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.

Our responsibility, for reporting under clause (xvii) is limited to
expressing a factual statement based on the audit procedures
performed by us in accordance with the Standards on Auditing
issued by the Institute of Chartered Accountants of India, and the
requirements of the Companies (Auditor''s Report) Order, 2020.
Our procedures included examination of the books of account,
analysis of the Statement of Profit and Loss, verification of non¬
cash charges, and reconciliation of the cash loss computation
with the underlying financial data.

As part of an audit in accordance with Standards on Auditing,
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, forgery, intentional omissions,
misrepresentations, or the override of internal control.

• 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 Act, we are also responsible for explaining our
opinion on whether the Company has adequate internal
financial controls system in place and the operating
effectiveness of such controls.

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

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

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

• 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.

Opinion

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 Ind AS specified under Section 133 of the Act,
read with the Companies (Indian Accounting Standards) Rules,
2015, as amended, and other accounting principles generally
accepted in India, of the state of affairs of the Company as at
March 31,2026, and total comprehensive income (comprising of
profit and other comprehensive income), changes in equity and
its cash flows for the year then ended.

Emphasis of Matter

We draw attention to Note 42.13 to the financial statements
and report that based on the identification of Micro and Small
Enterprises by the entity, representation made by the entity and
test checks done by us as per standards on auditing issued by
ICAI, the entity has not made provision for interest payable u/s
16 of MSMED Act in current reporting year. Our opinion is not
modified in respect of this matter.

Without qualifying our opinion expressed in the main body
of the Independent Auditor''s Report, we draw the attention
of the members and other users of the financial statements
to the following observations arising from our reporting
under Clause (xvii):

(i) The Company has been reporting financial losses for
current financial years ended 31^st March, 2026. The
persistence of financial losses during the year warrants
attention from the Board of Directors and the management
with respect to the Company''s medium and long-term
financial sustainability.

(ii) In the current financial year, the Company has additionally
incurred a cash loss, which indicates that the Company''s

operational revenues and receipts have been insufficient
to meet its operational cash expenditures during the year.

We have evaluated the going concern basis of accounting
adopted by the management in accordance with SA 570
(Revised) - Going Concern. In performing our evaluation, we
considered the following mitigating factors:

• The Company has received a significant equity infusion
of H 59,60,11,200/- through the issuance of 10,89,600
equity shares during the year, which has strengthened the
Company''s net worth and liquidity position.

• The Company''s working capital facility (CC Limit) has been
enhanced from H 4,60,00,000/- to H 18,00,00,000/- during
the year, providing additional liquidity support.

• The Company has additionally availed an Insta Fund of H
5,38,00,000/- and a Machinery Term Loan of H 7,00,00,000/-
during the year.

• The management has presented plans for operational
improvement and revenue enhancement.

Based on our audit procedures, including review of cash flow
projections, available credit facilities, the equity infusion received,
and management''s plans, we have concluded that no material
uncertainty exists as on the date of this report that would cast
significant doubt on the Company''s ability to continue as a going
concern. The going concern basis of accounting adopted by the
management is considered appropriate.

However, we draw attention to the fact that the persistence of
cash losses warrants continued attention from the Board of
Directors and the management with respect to the Company''s
medium and long-term financial sustainability. Our opinion is not
modified in respect of this matter.

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 Section 143(11) 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:

a) 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;

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 financial statements dealt with by this report are in
agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply
with the accounting standards specified under Section
133 of the Act, read with Rule 3 of the Companies (Indian
Accounting Standards) Rules,2015, as amended;

e) On the basis of the written representations received from
the directors and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2026
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 with reference to financial statements 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 (as amended),
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 litigations
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 required to be transferred to
the Investor Education and Protection Fund by the
Company during the year ended 31 March 2026;

iv. (a) The management has represented that, to the

best of its knowledge and belief, as disclosed
in the notes to the 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 person or entity, including
foreign entities ("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 notes to the accounts, no funds have
been received by the Company from any
person or entity, including foreign entities
("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 and

(c) Based on such audit procedures that we
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 (a) and (b)
contain any material misstatement.

v. The company has not declared and paid any dividend
during the year.

vi. Based on our examination, which included test
checks, the Company has used accounting software
for maintaining its books of account for the financial
year ended March 31, 2026 which has a feature of
recording audit trail (edit log) facility and the same

has operated for all relevant transactions recorded in
the software. Further, during the course of our audit
we did not come across any instance of audit trail
feature being tempered with and the audit trail has
been preserved by the Company as per the statutory
requirements for record retention.

h) The Company has paid/ provided for managerial
remuneration in accordance with the requisite approvals
mandated by the provisions of Section 197 read with
Schedule V to the Act.

For Sanmarks & Associates

Chartered Accountants
(Firm’s Registration Number: 003343N)

Sd/-

Santosh Kumar Agrawal

(Partner)

Place: Faridabad Membership No. 091127

Date: 23.07.2026 UDIN:26091127LHTPUB2523