We have audited the accompanying Ind AS Financial statements of M/s. VXL Instruments Limited ("the
Company"), which comprise the balance sheet as at March 31, 2024, the statement of Profit and Loss
(including Other Comprehensive Income), statement of changes in equity, and statement of cash flows
for the year then ended, and notes to the Ind AS Financial statements, including a summary of Material
accounting policies and other explanatory information (hereinafter referred to as the "Ind AS Financial
statements").

In our opinion and to the best of our information and according to the explanations given to us, Except
for the effects of matters mentioned in the " Basis for Qualified Opinion" paragraph the aforesaid Ind AS
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 March 31, 2024 and its loss, changes in equity and its cash flows for the year ended on
that date.

Basis for Qualified Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) 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 Ind AS 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 together with the ethical requirements that are relevant to our audit of
the Ind AS Financial statements under the provisions of the Companies Act, 2013 and the Rules
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 we have obtained is sufficient and
appropriate to provide a basis for our qualified opinion.

We draw your attention to the following matters:

I. Carrying value of the Trade receivables of the company as on 31.03.2024 is Rs.9.50 crore, out of
which Rs.9.11 crore related to a few overseas receivables and is outstanding for more than 1 year.
However, the company has not assessed loss allowance for expected credit loss on these trade
receivables. In view of non-existence of any expected credit loss policy in the Company, we were
unable to determine whether any adjustments if any, that may be required to the carrying value of
these trade receivables and its consequential impact, if any, on the Ind AS Financial Statement.

Material Uncertainty Related to Going Concern

We draw attention to Note No.41.2 of financial statement which states that company has prepared its
financial statements on going concern basis. However, the company is continuously incurring losses
during previous years and during the current year the company has incurred net loss of Rs.2.56 crore,
many of Key managerial persons has left the company after 31.03.2024, these events or conditions
together with insignificant turnover/activity indicates that a material uncertainty exists that may cast
significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in
respect of this matter.

Emphasis of Matter

a. We draw your attention to "Note No 15 - Other Current Assets" of the Ind AS Financial Statement
reported by the company, which includes Goods and Service Tax Input Credit having carrying
value of Rs.0.87 crore related erstwhile trading division of the company which is outstanding for
more than 2 years, pending for refund or input tax credit adjustment.

b. We draw attention to Note No 23 - Trade Payables reported in the Ind AS financial statement
amounting to Rs.4.42 crore is subject to confirmation and reconciliation

Our opinion on the Ind AS Financial Statement 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 standalone Ind AS 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 have determined that, Except
for the matter described in the "Basis for Qualified Opinion" section, we have determined that there are
no Key Audit Matters to communicate in our report.

Information Other than the Ind AS 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 Company's annual report but does not include the Ind AS
Financial statements and our auditor's report thereon. Such other information is expected to be made
available to us after the date of this auditor's report.

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 Ind AS Financial statements, our responsibility is to read the other
information when it becomes available and, in doing so, consider whether the other information is
materially inconsistent with the Ind AS 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.

Responsibility of Management 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 Ind AS Financial statements that give a true
and fair view of the financial position, financial performance, changes in equity 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. 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 implementation and maintenance of 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 Ind AS 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.

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 Ind AS 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 Ind AS Financial statements.

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

• Identify and assess the risks of material misstatement of the Ind AS 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 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 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 Ind AS 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 Ind AS financial statements,
including the disclosures, and whether the Ind AS financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Ind AS financial statements that, individually or
in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of

the Ind AS 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 Ind AS 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.

Report on Other Legal and Regulatory Requirements

1. 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 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 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, the Statement of Profit and Loss, statement of changes in equity and the Cash Flow
Statement dealt with by this Report are in agreement with the books of account.

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

e. On the basis of written representations received from the directors as on March 31, 2024, and taken
on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024, 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 the
requirements under Section 197(16) of the Act, as amended:

In our opinion and according to the information and explanations given to us, the remuneration paid
by the Company to its directors during the current 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, 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 its financial position in its Ind
AS financial statements

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

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

iv.

a. The management has represented that, to the best of its knowledge and belief, 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 ("Intermediary"), 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
have been received by the company from any person or entity, including foreign entity
("Funding Party"), 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), as provided under (a) and
(b)above, contain any material mis-statement.

v. The company has not declared or paid any dividend during the year in contravention of the
provisions of section 123 of the Companies Act, 2013

vi. Based on our examination which included test checks, the company has used an accounting
software for maintaining its books of account which does not has a feature of recording audit
trail (edit log) facility.

Place: Bengaluru For YCRJ & Associates

Date: 19.06.2024 Chartered Accountants

Firm Regn No. 006927S

Kiran Kumar S

Partner

M.No:235252

UDIN:24235252BKCYBO1940