We have audited the accompanying financial statements of IMP POWERS LIMITED (the "Company"), which comprise the
Balance Sheet as at March 31,2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash
Flow Statement and the Statement of Changes in Equity for the year ended, and a summary of significant accounting
policies and other explanatory information.
In our opinion, except for the effects of the matter described in the Basis for Opinion paragraph, the accompanying
standalone financial statements as at March 31,2025, and its statement of profit and loss (including Other Comprehensive
Income) and cash flows for the year then ended, give a true and fair view in accordance with the applicable Financial
Reporting Framework.
Basis of Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act due
to the details given as under. Our responsibilities under those SAs 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 together independent requirements that are
relevant to our audit of the financial statements under the provisions of the Act and Rules their under, and we believe
that, except for the possible effects of the matters described in paragraphs below, the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our qualified opinion:
1. The company has not carried out detailed assessment of the useful life of Company's assets hence depreciation has
been adjusted, based on past historical trend and impairment is not provided on these assets. We are unable to
comment on the impact on statement of Profit & Loss Account.
2. The Company has, disclosed value of inventories for the period ended 31st March, 2025 at ' 11.25 Crore In the view
of Resolution Process followed by liquidation process, and no production activities since long time and in absence of
valuation report and any supporting papers, we are unable to comment on the existence/realizability or impairment,
if any, of the inventories.
3. For the period ended 31st March 2025, the company has Gross Trade Receivables for ' 39.61 crore out of which no
provision for doubtful debt/ECL has been created in the previous financial years. Further the said balances are aged
more than three years hence, In the view of current Liquidation Process followed by liquidation process, and no
production activities during review period and in absence of valuation report and any supporting papers, we are
unable to comment on the carrying value of the said receivables.
4. Company has disclosed '2.43 core as balance in multiple current accounts. However, company has been unable to
provide balance confirmation from Banks in majority of the accounts in absence of independent bank confirmations
for current accounts, and for transactions that may have happened in those accounts as required under SA 505-
External Balance Confirmation, led to incomplete supporting for our audit opinion. Hence, we are unable to comment
on the bank transactions as well as the closing balances as appearing in the books of accounts for the said bank
balances.
5. For the period ended 31st March 2025, the company has reported "Other Current Assets" includes interest accrued/
receivables ' 11.67 Crores., EMD/ Margin Money and Other Deposits ' 1.28 Crore and Balance with Government
Authorities ' 1.40 Crore. The said balances are aged and are subject to confirmations. In the view of current Liquidation
Process followed by liquidation process, and no production activities during review period and in absence of any
supporting papers, we are unable to comment on the carrying value of the said balances of "Other Current Assets"
6. The Company is in the process of reconciling direct/ indirect tax related balances as per books of account and as per
tax records. Accordingly, we are unable to comment whether these balances are fairly stated in the books.
7. As per SA 510, para 10, read with SA 705 (Revised) as applicable, when an auditor is unable to obtain sufficient
appropriate audit evidence regarding the opening balances, the auditor shall express an opinion (qualified opinion
or a disclaimer of opinion), as appropriate, in accordance with SA 705 (Revised). Since we were unable to obtain
appropriate audit evidence pertaining to opening balances to the extent as mentioned in subsequent paras and
other financial information, (where applicable), we express a quallified opinion.
In view of the possible effects of the matters described in points no. 1 to 7 above, we have not been able to comment on
the Company's compliance of the covenants in respect of all borrowings and consequential implications arising out of
approved sale as going concern including issuance of shares and takeover of management.
Emphasis of Matter
We draw attention following points which describes the effects of NCLT approved sale as going concern. Our opinion is
not modified in respect of this matter.
1. The NCLT, vide its order dated March 29, 2022 ("Insolvency Commencement Date") initiated the Corporate Insolvency
Resolution Process ("CIRP") of the Company under the Code. The said NCLT Order also records the appointment of Mr.
Mukesh Verma as the Interim Resolution Professional ("IRP") in accordance with Section 16 of the Code. Subsequently,
pursuant to the meeting of the Committee of Creditors (the "CoC") confirmed Mr. Mukesh Verma as the Resolution
Professional ("RP") for the Company. Upon the application filed by CoC, the NCLT has approved the appointment of
RP. Further resolution plans did not find requisite majority and upon decision of the CoC, Corporate Debtor went
into Liquidation (as going concern). Company went into Liquidation vide NCLT order dated 19th December 2023
("Liquidation Commencement Date"), pursuant to the said liquidation order, Hon'ble NCLT Ahmedabad Bench
appointed Mr. Ravindra Kumar Goyal as liquidator for the company. In view of the ongoing liquidation order the
powers of Board of Directors immediately suspended and vested with RP/Liquidator.
In the Said Liquidation Process (as a going concern), the Liquidator Prompted e-auction Proceedings , inviting Bidders
For Their express of interest (EOI) and further to take over company under Liquidation (as going Concern),where in
new management and his bidders namely Electrify Energy Pvt Ltd in Consortium with Mr. Rakesh R Shah have been
declared as Highest Bidder by Liquidator and Committee of Creditors (CoC).
Upholding process of issuance of sale certificate and possession letter by Liquidator in fever of new management by
Hon'ble NCLT and to acquire seamlessly to offers of company, Hon'ble NCLT awarded necessary Relief & Concession
by way Of Separate Order to Successful Auction Purchaser and New management on 5/11/2024.The Hon'ble NCLT
vide order no. IA/965(AHM)2024 dated 20.08.2024 has approved acquisition of company through Regulation 32 (e)
of IBBI (Liquidation Process) Regulation 2016 i.e. 'Sale as Going Concern' as per the E-Auction held on 21.05.2024
Consequently, Liquidator issued certificate of sale on 21-08-2024 to successful bidder. Bidder had to pay ' 78 crores
for acquisition of the company. Company has paid Entire Bidding amount on money on 17.05.2024 and 19.06.2024
and assumed control of company upon issuance of Certificate of sale by liquidator.
However, company is yet to receive final distribution order quantifying amount to be paid to secured financial
creditors and other unsecured financial creditors/operational creditors including workmen. Due to absence of clarity,
company has not been able to give appropriate accounting treatment of write back/write off of these dues in books
of accounts
2. The new management has assumed control of affairs of company and required forms for appointment of directors
are yet to be filed with ROC owing to technical reasons. So names of all directors who were part of Suspended BOD
are still reflected in ROC data. This is on account of pendency of approval of form INC 28. Company is constantly
engaged with MCA for approval of said form.
3. These audited standalone financial statements are prepared and approved by the new management. The financial
statement for the year ended March 31, 2025 have been prepared on the basis of the trial balance for the period
ended March 31,2025 which is on the basis of the carrying balance of assets and liabilities as at March 31,2024. The
primary purpose of preparing the financial statements is for the compliance with the provisions of the Companies
Act, 2013, the rules and regulations framed thereunder ("Act").
4. We have not been provided with certain information including the minutes of meetings of the Committee of
Creditors (COC)/ Stakeholders Consultation Committee (SCC) and the outcome of certain procedures carried out as
a part of the CIRP are confidential in nature and could not be shared. Accordingly, we are unable to Comment on the
possible financial impact, presentation and disclosures, if any, that may arise if we have been provided access to that
information.
5. Pursuant to the order from Hon'ble NCLT vide order no IA/1387(AHM)2024 dated 05.11.2024 the existing share capital
of the Company has been extinguished. In accordance with the terms of the order, the Company has to issue 3.23
Crore new equity shares of ?10 each to the successful bidder and 17 Lakh shares to existing shareholders in proportion
to existing shareholding. Necessary steps for effecting this allotment have been initiated as per applicable laws.
However, the procedure for extinguishment and issue of new shares has not yet been completed, as the necessary
filings with the Registrar of Companies (ROC) are pending. On account of pending formalities, the Company has
disclosed an amount of ?78 crore received from successful bidder as current liability in the financial statements.
6. The Company has not been able to disburse the amounts payable to the secured financial creditor or any other creditor
due to pendency of final distribution order. Accordingly, as at the date of approval of these financial statements, the
charges created on the Company's assets in favour of the secured financial creditor have not yet been marked as
satisfied in the records of the Registrar of Companies (ROC) or other relevant statutory authorities.
7. Company has booked ' 3.57 crore as additional receivable interest from HVPNL, However, company has been unable
to provide any evidence except form 26AS to confirm that the amount is receivable from HVPNL. This amount is in
addition to Rs 5.05 crore received from HVPNL in April 2024.
8. In respect of Finance cost we draw attention to note no. 45 of the standalone financial statement of the Company, that
it has not provided finance cost related with interest expenses for the year ended on March 31,2025 as the account
of the Company has been classified as Non-Performing Assets (NPA) by all lenders on financial facilities availed from
them. Due to non-provision of the interest expenses, Loss for the year ended on March 31, 2025 is understated.
Amount is not determinable.
9. Company has booked interest of ' 0.04 crore payable to Electrify Energy Private Limited on the loan of Rs 2.92 Crore at
the rate of 9.50%. As of the date of approval of these financial statements, the necessary agreements and regulatory
filings in relation to the above, including the issuance of equity shares and recording of the infused funds, are pending
with the Registrar of Companies (ROC). The Company is in the process of completing the required formalities.
10. During the pendency of the Corporate Insolvency Resolution Process (CIRP) and Liquidation process, the Company
had defaulted in filing certain statutory returns and compliances, including but not limited to those required under
the Companies Act, 2013 (Registrar of Companies), the Income Tax Act, 1961 (TDS), the Goods and Services Tax (GST)
laws, and other applicable statutes the responsibility of the filing this was either with the earlier management or with
resolution professional/ liquidator.
Post takeover by new management, the Company has initiated steps to regularise and update all pending statutory
filings and is in the process of ensuring full compliance with all applicable regulatory requirements. Management is
committed to restoring and maintaining statutory compliance in a timely and systematic manner
11. Material Uncertainty related to Going Concern:
The company has accumulated losses, and its net worth has been eroded. The company has incurred net loss during
the current year and in the earlier year(s), the company's current liabilities exceed its current assets, and the company
has a high debt-equity ratio as at 31st March 2025. Company was undergoing liquidation during the year due to
of liquidation vide order date 19th December, 2023 of Hon'ble NCLT Ahmedabad Bench. However, during the year,
the Hon'ble NCLT vide order no. 1A/965(AHM)2024 dated 20.08.2024 has approved acquisition of company through
Regulation 32 (e) of IBBI (Liquidation Process) Regulation 2016 i.e. 'Sale as Going Concern' as per the E-Auction held
on 21.05.2024 Consequently, Liquidator issued certificate of sale on 21.08.2024 to successful bidder. Company has
already paid the said amount on 17.05.2024 and 19.06.2024 and assumed control of company after issuance of
Certificate of sale by liquidator. Accordingly, audited standlaone financial results of the Company for year ended
March 31, 2025 have been reviewed by New Management. The status of the Company is still under liquidation
on account of pending formalities. and impact arising therefrom as such cannot be commented upon by us. The
standalone financial statements are prepared on the going concern assumption considering the acquisition as going
concern by new management. We have assessed financial support arrangements and funding arranged by new
management. Based on the audit procedures performed, we found the assumptions adopted by management to be
reasonable and the disclosures to be appropriate.
Key Audit Matters
Key audit matter is the matter that, in our professional judgment, was of most significance in our audit of the standalone
financial statements of the current period. This matter was 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 this matter.
Information Other than the financial statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the preparation of 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 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.
Management's Responsibility for the Ind AS Financial Statements
The Company's Board of Directors is responsible for 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 Ind AS
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 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.
The Board of Directors are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibility
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 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 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 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.
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 standalone 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.
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) Except for the matters described in Basis for opinion paragraph, 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) Except for the matters described in Basis for opinion paragraph, 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) Except for the matters described in Basis for opinion paragraph, the Balance Sheet, the Statement of Profit and
Loss (including Other Comprehensive Income), Statement of Changes in Equity, and the Cash Flow Statement
dealt with by this Report are in agreement with the relevant books of account
d) Except for the matters described in Basis for opinion paragraph, the aforesaid financial statements comply
with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian
Accounting Standards) Rules, 2015, as amended.
e) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record
by the new management and Board of Directors, none of the directors are disqualified as on 31st March, 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".
(g) According to Information and explanation given to us and on the basis of our examination of the records of the
company, managerial remuneration has not been paid/provided. Accordingly, reporting under section 197(16)
of the Act is not applicable.
(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 effects of pending litigation on in its financial position in its financial statements
in Note 34.
ii. Due to non-availability of details, we are not able to comments on this point company having any long¬
term contracts including derivative contracts for which there were any material foreseeable losses.
iii. An amount of ' 187471 which were required to be transferred to the Investor Education and Protection
Fund by the Company during the year ended March 31,2025, which are not transferred.
iv. (a) The Management has represented that, to the best of its knowledge and belief, other than disclosed in
notes, to the Financial Statements, 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, other than disclosed in
notes, to the Financial Statements, no funds (which are material either individually or in the aggregate)
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 sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material
misstatement.
v. During the year, Company has not declared any dividend, hence reporting under this clause is not
applicable.
vi. Based on our examination which included test checks, the company has used an accounting software for
maintaining its books of account which had a feature of recording audit trail (edit log) facility and the same
has operated throughout the year for all relevant transactions recorded in the software.
2. 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, and on the basis of such checks of the books and records of the
Company as we considered appropriate and according to the information and explanations given to us, we give in
the "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
For BJS & Associates
Firm Registration Number: 113268W
Chartered Accountants
CA Niket Modi
Partner
Place: Ahmedabad Membership Number: 181785
Date: May 30, 2025 UDIN: 25181785BMIIOU9472
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