We have audited the accompanying Standalone Financial Statements of Leel ElectricalsLimited (“the Company”), which comprise the Standalone Balance Sheet as at March 31,2025, and the Standalone Statement of Profit and Loss (including Other ComprehensiveIncome), the Standalone Statement of Cash Flow and the Standalone Statement of Changesin Equity for the year ended on that date, and notes to the Standalone Financial Statementsincluding 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 tous, the aforesaid Standalone Financial Statements give the information required by theCompanies Act, 2013 (“the Act”) in the manner so required and give a true and fair view inconformity with the Indian Accounting Standards as notified by the Ministry of CorporateAffairs(‘MCA’) under Section 133 of the Act, read together with Rule 3 of the Companies(Indian Accounting Standards) Rules, 2015, as amended, (”Ind AS”) and other accountingprinciples generally accepted in India, of the state of affairs of the Company as at 31st March2025, and its profit, total comprehensive income, its cash flows and its changes in equity forthe year ended on that date.
(i) Details of MSME suppliers /vendors are not available , hence we are not able tocomment whether they have been paid in time or not ?
We conducted our audit of the Standalone Financial Statements in accordance with theStandards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilitiesunder those Standards are further described in the Auditor’s Responsibility for the Audit ofthe Standalone Financial Statements section of our report below. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India (“ICAI”) together with the ethical requirements that are relevant to ouraudit of the Standalone Financial Statements under the provisions of the Act and the Rulesmade thereunder, and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the ICAI’s Code of Ethics. We believe that the audit evidenceobtained by us is sufficient and appropriate to provide a basis for our audit opinion on theStandalone Financial Statements.
Key audit matters are those matters that, in our professional judgment, were of mostsignificance in our audit of the Standalone Financial Statements of the current period.These matters were addressed in the context of our audit of the Standalone FinancialStatements as a whole, and in forming our opinion thereon, and we do not provide aseparate opinion on these matters. Following are the Key Audit matters -
1. The Hon'ble National Company Law Tribunal Allahabad Bench (NCLT) vide itsorder dated 06.12.2021 initiated the liquidation proceedings against Leel ElectricalsLimited (Company). Thereafter, Hon'ble NCLT by its order dated 21.03.2024 and
23.10.2024 inter-alia approved the directions for implementing sale of the Companyas a going concern to a Successful Auction Purchaser i.e. Krishna Ventures Limited(KVL/Acquirer). The Liquidator has already issued the Sale Certificate dated
12.06.2024 for sale of the Company as going concern pursuant to the provisions ofthe Insolvency and Bankruptcy Code, 2016 (Code). The Acquirer has initiated theprocess for taking over of the Company. The process related to change inmanagement has been done but other restructuring exercise such as change in capitalof the Company is in process. The Acquirer is in the process of complete takeoverof the Company including but not limited to records & papers of the Company. Also,the Company is in the process of obtaining the latest data of Shareholding from theRegistrar & Transfer Agent (RTA) of the Company.
2. Ministry of corporate affairs u/s 206(5) of Companies Act, 2013 vide its inspectionreport F. No. 1760/UDM/2019/760 dated 22.06.2020 has reported that during theF.Y. 2011-12 to 2017-18 company has indulged in non-compliance, irregularity, fraudfudging and falsification of its accounts and the report has further stated that companyhas substantially overstated, manipulated and fudged up the profit with the objectiveto lure bankers, investor and other stakeholders.
3. Since we have not audited the financial statement as on 31.03.2024, hencecomparative financial information for the year ended as on 31st March 2024 aretaken on the basis of Financial Statement audited by M/s M.K Anand and Associateson dated 30.09.2025. Further the stated closing balances as on 31.03.2024 are notreliable as per the Audit Report given by M/s M.K Anand and Associates on dated30.09.2025.
4. Board of Directors on its meeting held on 10th May 2025 passed a Resolution forwriting off various assets and liabilities being non-existent, obsolete, impaired orotherwise not recoverable, in accordance with the implementation of the Hon’bleNational Company Law Tribunal (“NCLT”) Order dated March 21st, 2024, under theInsolvency and Bankruptcy Code, 2016 (“IBC”). Due to which exceptions items( loss) of the company increase by Rs. 761.11 Crores and Other equity increase byRs. 46.12 Crores.
• The Company’s Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report, but does notinclude the Consolidated Financial Statements, Standalone Financial Statements andour auditor’s report thereon.
• Our opinion on the Standalone Financial Statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.
• In connection with our audit of the Standalone Financial Statements, our responsibilityis to read the other information and, in doing so, consider whether the otherinformation is materially inconsistent with the Standalone Financial Statements, or ourknowledge obtained during the course of our audit or otherwise appears to be notmisstated.
• If, based on the work we have performed, we conclude that there is a not misstatement ofthis other information, we are required to report that fact. We have nothing to report inthis regard.
Responsibilities of Management and Those Charged with Governance for the
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) ofthe Act with respect to the preparation of these Standalone Financial Statements that give atrue and fair view of the financial position, financial performance including othercomprehensive income, cash flows and changes in equity of the Company in accordance withthe Ind AS accounting principles generally accepted in India, including Ind AS specifiedunder Section 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding the assetsof the Company and for preventing and detecting frauds and other irregularities; selectionand application of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation and presentation of the StandaloneFinancial Statements that give a true and fair view and are free from material misstatement,whether due to fraud or error.
In preparing the Standalone Financial Statements, management and Board of Directors isresponsible 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 ofaccounting unless the Board of Directors either intend to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
The Company’s Board of Directors are also responsible for overseeing the Company’sfinancial reporting process
Our objectives are to obtain reasonable assurance about whether the Standalone FinancialStatements as a whole are free from material misstatement, whether due to fraud or error, andto issue an auditor’s report that includes our opinion. Reasonable assurance is a high level ofassurance, but is not a guarantee that an audit conducted in accordance with SAs will alwaysdetect a material misstatement when it exists. Misstatements can arise from fraud or error andare considered material if, individually or in the aggregate, they could reasonably be expectedto influence the economic decisions of users taken on the basis of these Standalone FinancialStatements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the Standalone FinancialStatements, whether due to fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidence that is sufficient and appropriateto provide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error, as fraud may involvecollusion, forgery, intentional omissions, misrepresentations, or the override ofinternal control.
• Obtain an understanding of internal financial controls relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section143(3)(i) of the Act, we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls with reference to StandaloneFinancial Statements in place and the operating effectiveness of Company’s internalfinancial controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by the management.
• Conclude on the appropriateness of management’s use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company’sability 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 inthe Standalone Financial Statements or, if such disclosures are inadequate, to modifyour opinion. Our conclusions are based on the audit evidence obtained up to the dateof our auditor’s report. However, future events or conditions may cause the Companyto cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Standalone FinancialStatements , including the disclosures, and whether the Statement represents theunderlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Standalone Financial Statements that,individually or in aggregate, makes it probable that the economic decisions of a reasonablyknowledgeable user of the Standalone Financial Statements may be influenced. We considerquantitative materiality and qualitative factors (i) in planning the scope of our audit work andin evaluating the results of our work; and (ii) to evaluate the effect of any identifiedmisstatements in the Standalone Financial Statements.
We communicate with those charged with governance regarding, among other matters, theplanned scope and timing of the audit and significant audit findings, including any significantdeficiencies in internal controls with reference to financial statements that we identify duringour audit.
We also provide those charged with governance with a statement that we have complied withrelevant ethical requirements regarding independence, and to communicate with them allrelationships 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 thosematters that were of most significance in the audit of the Standalone Financial Statements ofthe current period and are therefore the key audit matters. We describe these matters in ourauditor’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 inour report because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
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 ofour 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 theCompany so far as it appears from our examination of those books except for the matteras stated in (i)(vi) below for reporting related to requirements of audit trail.
c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss includingOther Comprehensive Income, the Standalone Statement of Cash Flow and StandaloneStatement of Changes in Equity dealt with by this Report are in agreement with thebooks of account.
d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS.
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 disqualifiedas on 31st March, 2025 from being appointed as a director in terms of Section 164(2)of the Act.
f) The modification relating to the maintenance of accounts and other matters connectedtherewith, is as stated in paragraph (b) above.
g) With respect to the adequacy of the internal financial controls with reference toStandalone Financial Statements of the Company and the operating effectiveness ofsuch controls, refer to our separate Report in “Annexure A”. Our report expresses anunmodified opinion on the adequacy and operating effectiveness of the Company’sinternal financial controls with reference to Standalone Financial Statements.
h) With respect to the other matters to be included in the Auditor’s Report in accordancewith the requirements of Section 197(16) of the Act, as amended, in our opinion andto the best of our information and according to the explanations given to us, theremuneration paid by the Company to its directors during the year is in accordancewith the provisions of Section 197 of the Act.
(i) With respect to the other matters to be included in the Auditor’s Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in ouropinion and to the best of our information and according to the explanations given tous:
i. The Company has disclosed the impact of pending litigations on its financial positionin its Standalone Financial Statements (Refer Note 22 (I) to the Standalone FinancialStatements).
ii. The Company has made provision, as required under the applicable law or accountingstandards, for material foreseeable losses, if any, on long-term contracts includingderivative contracts (Refer Note 19 to the Standalone Financial Statements).
iii. There has been no delay in transferring amounts, required to be transferred, to theInvestor Education and Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of its knowledge and belief nofunds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any otherperson(s) or entity(ies), including foreign entities (“Intermediaries”), with theunderstanding, whether recorded in writing or otherwise, that the Intermediary shall,directly or indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide anyguarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented, that, to the best of its knowledge and belief, nofunds have been received by the Company from any person(s) or entity(ies), includingforeign entities (“Funding Parties”), with the understanding, whether recorded inwriting or otherwise, that the Company shall, directly or indirectly, lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures performed that have been considered reasonable andappropriate in the circumstances, nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and (ii) of Rule 11(e), as providedunder (a) and (b) above, contain any material misstatement.
v. The company has not declared or paid any dividend during the year. Hence thecompliances with section 123 of the Act are not applicable.
vi. Based on our examination which included test checks, the Company has used anaccounting software for maintaining its books of account for the year ended on 31stMarch 2025 which has feature of recording audit trail (edit log) and the same hasoperated throughout the year for all relevant transactions recorded in the software exceptthat audit trail feature was not enabled at the database level of accounting software to
log any direct data changes. Further, during the course of our audit we did not comeacross any instance of the audit trail feature being tampered with on accounting softwarewhere this feature is enabled.
Additionally, the audit trail has been preserved by the Company as per the statutoryrequirements for record retention for the period for which it was enabled.
2. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued bythe Central Government in terms of Section 143(11) of the Act, we give in “AnnexureB” a statement on the matters specified in paragraphs 3 and 4 of the Order.
Thanking You,
Yours Faithfully
FOR VIVEK MITTAL & ASSOCIATES,
CHARTERED ACCOUNTANTSFRN: 005847C
CA Vivek Mittal
Partner
M.N.: 074613
Place : Ghaziabad
Date: 04.12.2025
UDIN: 25074613BMIJTR5716