We have audited the accompanying Financial Statements of Vishal Bearings Limited (“the
Company”), which comprise the Balance Sheet as at 31st March 2025, the Statement of
Profit and Loss (Including Other Comprehensive Income), the statement of Changes in Equity
(if any), the Statement of Cash Flow for the year ended on that date and notes to the Financial
Statements including a summary of significant 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 section 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 31st March 2025, and its profit (Including other comprehensive income), its Cash Flows and
the Statement of Changes in Equity for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the Financial Statement in accordance with the standards on
auditing (“SA”s) specified under section 143 (10) of the Companies Act, 2013. 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 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 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 audit opinion on the Financial Statements.

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 for the financial year ended 31^st March
2025. 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.

Based on our audit of Financial Statements of the Company for the period under review, we
did not come across any material Key Audit Matters to be communicated in our report.

EMPHASIS OF MATTER

We draw attention to Clause 2(b) of Annexure-B to this report on material differences in
amounts reported in quarterly statements filed by the company as compared to the books of
accounts. In the opinion of the managements of the company, the said quarterly statements
need to be submitted on respective due dates, pending the finalization of books of accounts.

However, the books of accounts are to be considered as final, hence our opinion is not
modified in this regards.

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 Management Discussion and Analysis, Board’s
Report including Annexures to Board’s Report, Business Responsibility and Sustainability Report,
Corporate Governance and Shareholder’s Information, 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 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
FINANCIAL STATEMENTS

The Company’s Management and Board of Directors are responsible for the matters stated in
section 134(5) of the Act with respect to the preparation and presentation 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 Indian
Accounting Standards (‘Ind AS’) Specified under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules,2015, as amended. 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
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 Financial Statements, the Management and Board of Directors are
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 and Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.

The Company’s 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:

• 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 financial controls 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 an adequate internal financial controls with reference to Financial
Statements 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 the management and Board
of Directors.

• 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 financial 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, based on our audit 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 purposes 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, Statement of Profit and Loss including Other Comprehensive
Income, statement of changes in Equity and the Statement of Cash Flows dealt 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 the Companies (Indian
Accounting Standard) Rules, 2015 as amended;

e) On the basis of the written representations received from the Directors of the
Company 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.

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 A”. Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company’s internal financial controls
with reference to financial Statements.

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 by the Company to its directors during the year is in accordance
with the provisions of section 197 of the Act.

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:

1) There were no pending litigations except for litigation as referred to Note 28 to
the financial statements. However, the amount of the same would not impact
the financial position of Company.

2) The Company has made all material provisions, as required under the
applicable law or accounting standards, for material foreseeable losses, if any,
on long-term contracts including derivative contracts.

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

4)

a) The Management has represented that, to the best of its knowledge and
belief, no funds (which are material either individually or in the aggregate)
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, no funds (which are material either individually or in the aggregate)
have been received by the Company from any person(s) 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 sub-clause (i) and (ii)
of rule 11(e), of the Companies (Audit and Auditors) Rules, 2014, as
provided under (a) and (b) above, contain any material misstatement.

5) The Company has neither declared nor paid any dividend during the year.

6) Based on our examination which included test checks, except for instances
mentioned below, the Company, in respect of financial year commencing from
01 April 2024 has used accounting software’s for maintaining its books of
accounts, which have a feature of recording audit trail (edit log) facility and the
same has operated for all relevant transactions recorded in the respective
software. Further, during the course of our audit, we have not come across any
instance where the audit trail (edit log) facility has been tampered with, other
than the consequential impact of the exception given below:

2. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by
the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B”
a statement on the matters specified in paragraphs 3 and 4 of the Order.

For, Anil Parekh& Co
Chartered Accountants
FRN: 128503W

Date: 26th May, 2025
Place: Rajkot

CA Anil K Parekh
Partner
Mem. No.126862
UDIN: 25126862BMNYUM7348