JMT Auto Ltd Auditor Reports

TO THE MEMBERS OF

JMT AUTO LIMITED

Disclaimer of Opinion

We have audited the accompanying Financial Statements of JMT Auto Ltd. ("the Company"), which comprises the Balance Sheet as at March 31, 2023, and the Statement of Profit and Loss (including other comprehensive income), statement of changes in equity and the Statement of Cash Flows for the year then ended, and notes on financial statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the financial statements ").

We do not express an opinion on the accompanying financial statements of the company. Because of the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

1. Basis for Disclaimer of Opinion:

Attention is drawn to:

We draw your attention to the fact that, the financial records up to the period 23 February 2022 pertain to the period prior to the appointment of the Erstwhile Resolution Professional and therefore, while facilitating the collection and dissemination of the said information, the Erstwhile Resolution Professional has relied upon and assumed the accuracy/veracity of the data/information provided by the officials of the company, suspended directors, and the records of the company made available to the Erstwhile Resolution Professional, which the Erstwhile Resolution Professional has assumed are in conformity with the applicable law and present a true and fair view of the position of the company as of the dates and for the year indicated therein. The primary purpose of publishing the financial statements is for the compliance with the provisions of the Companies Act, 2013, the rules and regulations framed thereunder ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations")

a) Internal Controls

In the absence of documented control framework which includes standard operating process for various areas of operations, risk control matrices, etc. and also due to the inability of the management to substantiate that there were adequate internal control that exist and operates effectively for various balances brought forward from the earlier yearsand transactions up to the year ended 31 March 2023, we are unable to comment on the presence and effectiveness of internal controls.

b) Non - Compliances

We have not been provided with any documented framework to ascertain completeness and timely compliance with the provisions of various applicable statutes. Therefore, we are not able to comment on the completeness of compliances under applicable statutes. Further, during the course of our audit, we have observed a few instances of non-compliances with provisions of SEBI Listing Obligations and Disclosure Requirements and The Companies Act, 2013. Major non-compliances observed are

i. The Company has not prepared and presented Consolidated Ind AS Financial Statements for the year ended March 31, 2023, as required under Section 129 (3) of the Companies Act, 2013.

ii. The Company has not appointed Internal Auditors as required by Section 138 of the Companies Act, 2013. iii. Company has during the year not complied with filing of returns / form DPT-3, MSME Return, IEPF Return, Annual Returns and all other compliances as applicable and due during the period. iv. As required by Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company has not conducted audit of Cost Records.

c) The company is not in compliance with various laws and regulations even before the CIRP wasinitiated, including certain requirements of the Companies Act, 2013, FEMA, Provident Fund, Income Tax, GST, etc. Management is in the process of evaluating the financial and other consequences arising from such non-compliance and of making non-compliances assessmentof other non-compliances, to determine the impact/consequences, including financial and operational impact, of such non compliances on the company. Pending final determination and assessment thereof, no adjustments have been made to these financial statements. In the absence of relevant information and records the impact of non-compliances cannot be assessed or verified, we are unable to express an opinion on the same. Refer Note no. 19 of the standalone audited financial statements.

d) RP has no access to the various compliance portal such as Provident Fund, ESIC, FEMA, etc., and hence notices received during the year, if any, and non- compliance thereof cannot be ascertained and quantified. Refer note No. 41(h) of the standalone audited financial statements.

e) In terms of the provisions of the Insolvency & Bankruptcy Code, 2016 (IBC) ("Code"), the Resolution Professional is required to undertake a review of certain transactions. Such reviewhas been initiated and the Erstwhile RP is required to accordingly form an opinion and act on the observations and findings of such review in terms of the provisions of the Code. The Erstwhile RP had appointed Transaction auditors for auditing transactions falling with the meaning of section 43 to section 66 of the insolvency and bankruptcy code, 2016. These transactions have been disclosed by the Erstwhile RP in the financial statements without giving any impact of the same in any line item of the financial statement for the previous year as well as for the current financial year. Refer note No. 41(o) of the standalone audited financial statements.

f) For the period under audit, while auditing the financial statements & underlying supportings for expenses appearing as Direct expenses in relation to purchases, consumption and movement in inventories of work in progress and finished goods, sufficient documentation & substantiation for us to derive an audit opinion were not available and hence a disclaimer of opinion is expressed by us. Aspects suchas non-availability of records as well as accounting & all the record keeping personnel, not working with the company at this time, contributed to the situation wherein an audit opinion could not be formed.

g) Balances of Trade Receivable, Trade Payable, Loans and Advances and other balances of assets and liabilities are recognised as per books of account, information, documents and records available and are subject to confirmation and reconciliation,if any. In the absence of relevant records and information the accuracy of balances for the period ended 31 March 2023 cannot be verified and may be materially misstated to that extent. These balances are impaired based on the valuation report obtained under the provisions of the IBC, 2016.Refer note No. 41(n) of the standalone audited financial statements.

h) The Company has not received information from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act,2006 and hence the same is not disclosed, also, no provision for interest paid/payable under this Act has been created during the year ended 31 March 2022. It is pertinent to note that all payables prior to CIRP period will be dealt with in accordance with the provision of the Insolvency & Bankruptcy Code(IBC), 2016. Refer note No. 17 of the standalone audited financial statements.

i) Employee Benefit expenses

The operations of the company were actively carried on up to 23 February 2022, after which certain employees resigned from the company. In the absence of relevant information such as the employee wise resignation date during pre-CIR period and their salary details, the liability of gratuity and leave encashment is not ascertainable and not provided for as at 31 March 2023, in the absence of information the existing provisions made upto 31 March 2021 are continued and being reflected inthe financial statements. Subsequently the company has gone into CIRP, under IBC and all claims of the employees, including that for leave encashment and gratuity will be entertainedonly through claims submitted by the employees.

j) In absence of relevant information, documents and records, provision for current tax expense and tax expenses on amounts recognized in other comprehensive income is not calculated, tothat extent the figure for provision for tax is materially misstated. Refer note No. 41 (j) of the standalone audited financial statements.

k) During the year company has not provided for any onerous contracts. As the company is in the CIRP as on the date of preparation of financial statements and audit thereof, claim in respect of onerous contract, if any, will only be through claims submitted as per the provision of the IBC, 2016. As the operational claims are not reinstated in the books, no provision is currently made in the books of accounts. Refer note No. 41 (i) of the standalone audited financial statements.

l) Effective 01 April 2019 the company has adopted Ind AS 116- Leases under modified simplified approach without adjustment of comparatives. The Company has elected not to apply the requirements of Ind AS 116 to short term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value.

For the balance in ROU account of Rs 351.67 lakhs no underlying details are available with the Erstwhile RP as regards the number of leases covered, cash outflow on account of lease rentals and other relevant details required to calculate the ROU asset. The same has been impaired in the previous year by management on the basis of Valuation report under IBC 2016. Refer note No. 40 of the standalone audited financial statements.

m) As a part of CIRP, creditors of the company were called upon to submit their claims to the Erstwhile RP in terms of the applicable provisions of Insolvency and Bankruptcy Code, 2016. Claim submitted by the financial creditors, operational creditors, workmen and employees have been verified and admitted by the Erstwhile RP. Financials claims have been provided in the books upto the date of preparation of financial statements i.e. year ended 31 March 2022 to the extent of information available and the accuracy of balances cannot be verified and may be materially misstated to that extent. Refer note No. 41 (d) of the standalone audited financial statements.

The Financial Claims have been restated as per claims submitted by the Lenders upto CIRP date. Further, the Honble NCLT (New Delhi Bench) vide its order in I.A. 1067/ND/2023 of

Axis Bank Limited versus JMT Auto Limited dated 21 August 2023 approved the resolution plan of the Company and hence interest provision on all the facilities has not been made during the CIRP period.

n) Balances with banks is as per information, records and bank statements made available to the Erstwhile RP. Any difference in the amount of bank balances with books of accounts and Bank statements, the reconciliation of the same has been prepared by the employees retained in the accounts department by the Erstwhile RP and the same is relied upon by the Erstwhile RP.

o) Statutory dues represent withholding taxes payable on salary, vendor payments, professional tax, provident fund, GST dues, etc. are provided on the basis of information, records and information available with the Erstwhile resolution professional during the CIRP period. No other statutory dues payable to the pre CIRP employees are accounted for in the absence of relevant information with the Erstwhile RP and impact of such non-compliance in form of interest and penalty is currently not quantified by the management in the financial statements. Refer note No. 19 of the standalone audited financial statements.

p) No deferred tax is created for the year ended 31 March 2023, in the absence of relevant information, records and documents in the possession of the Erstwhile RP. Refer note No. 15 of the standalone audited financial statements.

q) With respect to ECL for Trade Receivables, In absence of information with regard to the quantitative parameters like age of the receivables, past default trends, etc., the management has not assessed the ECL for Trade receivables. The management has provided for the necessary impairment in value of trade receivables as per the valuation report conducted during the CIRP period. Refer note No. 8A of the standalone audited financial statements.

r) The Company is in the business of manufacturing Automotive Components however, in the absence of relevant records and information we are unable to identify geographical segment wise information as per the requirement of Ind AS 108 "Operating Segments". The Information reported for assessment of performance of business and allocation of resources is identified as a single segment i.e. Automotive Components under Ind AS 108 -"Operating Segments". Refer note No. 41 (a) of the standalone audited financial statements.

s) In the absence of reconciliation between the purchase amount reflected in the purchase register and the amount reflected in the financial statements, the completeness and accuracy of the amount of purchases and balance of creditors for purchases cannot be ascertained and the same may be materially misstated. Refer note No. 41(f) of the standalone audited financial statements.

t) The management has tested all its assets like Property Plant & Equipment, Intangibles, Capital Work in Progress, Capital Advances, Investments, Loans and Advances, Indirect Tax Receivables and all the other assets like Security Deposit etc. for impairment. Provision for impairment has been created as per the valuation required to be conducted as per IBC, 2016. Refer note No. 41 (m) of the standalone financial statements.

u) The company has no detailed listing available for balance recoverable from various governmental authorities. In the absence of relevant information and records, the amount receivable from governmental authorities has been impaired by the management. Refer note No. 10 of the standalone audited financial statements.

v) The financial statements for the year ended 31 March 2023 have been prepared basis the trial balance as on year ended 31 March 2023. Further the Financial statements for the year ended 31 March 2023 encompasses significant exceptions/adjustments arising from the discrepancies in the closing balances reported in the financial statements for the year ended 31 March 2022, errors and omissions in the book of accounts and the numerous transactions (subject to the outcome of ongoing Transaction Audit) undertaken prior to the commencement of CIRP when the powers of supervising and directing the affairs of the Company were vested with the Board of Directors. Accordingly, the best judgement assessment and estimation of closing balances 31 March 2023 have been done to the extent possible, but the accuracy and reliability of these balances cannot be assured or verified by Erstwhile RP and hence the financial statements are materially misstated to that extent. Refer note No. 41 (c) of the standalone audited financial statements.

w) Inventory:

We were not appointed as auditor of the company for the year ended 31 March 2023, until after 31 March 2023 and thus did not observe the counting of physical inventories at the end of the year. We were unable to satisfy ourselves by alternative means concerning the inventory quantities held at 31 March 2023 which are included in the balance sheet at INR 583.33 Lakhs, by using other audit procedures. Consequently, we were unable to determine whether any adjustment to this amount was necessary. Further no physical verification of stock could be got conducted by the Erstwhile RP as at 31 March 2023

x) The management has valued the inventory as on 31 March 2023 basis the valuation report obtained as per the requirement of the IBC 2016. As the valuation report does not give out value of stock on individual basis i.e. value of Raw material, work in progress and finished goods, the impairment in the value of inventory is done in the previous year on an overall basis Refer note No. 7 of the standalone audited financial statements.

y) In the absence of relevant and sufficient information, records and documents it is not possiblefor the Resolution professional to identify the related parties and the transactions with relatedparties and hence the accuracy and reliability of the related parties disclosure for the year ended 31 March 2023 cannot be assured or verified by Erstwhile RP and cannot be commented upon by us. Refer note No. 36 of the standalone audited financial statements.

z) Due to non-availability/completeness of information on books of accounts and other documents & records of the Company, following cannot be ascertained in relation to Revenue,Expenses, Assets & Liabilities of the Company:

i) Completeness and Accuracy of Expenses and Income ii) Existence and Accuracy of Assets and Liabilities

Also, due to the non-availability of information on status of legal cases, demands notices from GST, Income Tax, TDS and any other notices from government authorities, additional Contingent Liability cannot be determined and hence not reported. Refer note No. 19 of the standalone audited financial statements.

aa) Going Concern:

As depicted in note No. 41 (p) of the standalone audited financial statements, due to ongoing CIRP i.e., 23rd February, 2022 and the substantial financial stress, the going concern basis of preparation of these financial statements could be materially affected. . IRP had tried to raise interim funds to run the operations but the requisite approval did not come through COC.

The Company has accumulated losses of INR 19,049.31 Lakhs and the Company has registered net loss of INR 776.63 Lakhs during the year ended 31 March 2023 and net loss of INR 16,013.61 Lakhs for the previous year (FY 2021-22) (including provision for finance cost and depreciation).

The above-mentioned conditions indicate the existence of material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern. However, the Statement of the Company have been prepared on a going concern basis as the resolution plan for the revival of the Company has been approved by the COC and filed with NCLT on 20 January 2023.

The Honble NCLT (New Delhi Bench) vide its order in I.A. 1067/ND/2023 of Axis Bank Limited versus JMT Auto Limited dated 21 August 2023 approved the Resolution Plan of JMTAL. Accordingly, Mr. Pardeep Kumar Sethi ceased to act as RP of JMTAL from the receipt of the order. The statement of financial statements and notes to accounts have been taken on record by the Erstwhile RP for the limited purpose of facilitating the compliance process without going into the authenticity and correctness in any respect.

2. Key Audit Matters:

Except for the matters described in the Basis for disclaimer of Opinion paragraph and Material Uncertainty Related to Going Concern sections of our report, we have determined that there are no Key Audit matters to communicate in our report.

3. Other Information

The Companys Board of Directors is responsible for the other information. However, since the company was under CIRP , no annual report has been prepared.

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 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 thisregard.

4. Managements Responsibilities for the Standalone Financial Statements:

The Companys management and Board of Directors are responsible for the matters stated in section134(5) of the Act with respect to the preparation of these Financial Statements that give a true and fair view of financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards (Ind AS)specified under section 133 of the Act read with 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 forsafeguarding 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 adequateinternal financial controls, that were operating effectively for ensuring the accuracy and completenessof 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 and Board of Directors are responsible for assessing the Companys 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 is also responsible for overseeing the Companys financial reporting process.

The Honorable National Company Law Tribunal, New Delhi (‘NCLT) on 23 February, 2022 admitted the Corporate Insolvency Resolution Process (‘CIRP) application filed against the Company and appointedMr. Pardeep Kumar Sethi, having IBBI Registration No. IBBI/IPA-001/IP-P00711/2017-2018/11265 as the Interim Resolution Professional (IRP) in terms of the Insolvency and Bankruptcy Code, 2016 (‘the Code). Further, the committee of creditors during the CIRP in its first meeting held on 22 March 2022, has appointed Mr. Pardeep Kumar Sethi as the Resolution Professional (RP) to manage the affairs of the Company. As per section 17 (1)(b) of IB Code, 2016 the powers of board of directors of the corporate debtor shall stand suspended and be exercised by the Resolution Professional.

5. Auditors Responsibilities for the Audit of the Standalone 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 auditors report that includes our opinion. However, because of the matters described in the Basis for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements. Reasonable assurance is a high levelof assurance but is not a guarantee that an audit conducted in accordance with SAs will always detecta material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influencethe economic decisions of users taken on the basis of these financial statements.

We are independent of the entity in accordance with the ethical requirements in accordance with therequirements of the Code of Ethics issued by ICAI and the ethical requirements as prescribed under the laws and regulations applicable to the Company.

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 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 with reference to financial statements in place and the operating effectiveness ofsuch internal 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 managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to eventsor conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in ourauditors 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 auditors report.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and eventsin 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 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 statements of our work; and (ii) to evaluate the effect of any identified misstatements in the Annual Standalone 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.

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 auditors 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.

6. Other Matters:

The Honble NCLT (New Delhi Bench) vide its order in I.A. 1067/ND/2023 of Axis Bank Limited versus JMT Auto Limited dated 21 August 2023 approved the resolution plan of JMTAL. Accordingly, Mr. Pradeep Kumar Sethi ceased to act as RP of JMTAL from the receipt of the order. The Financial Statements and notes to accounts have been taken on record by the Erstwhile RP for the limited purpose of facilitating the compliance process without going into the authenticity and correctness in any respect.

For the purpose of this audit, we have relied upon the financial statements provided to us by the Erstwhile RP. It is noteworthy that the Erstwhile RP has inserted a note, as part of notes to accounts, set out in Note No 41 (b)

It is pertinent to note that the Erstwhile Resolution Professional made all practicable and reasonable efforts from time to time to facilitate information/data from the officials of the Company in relation to the preparation of the statements of the company; and that he should be absolved from the accuracy, veracity and sufficiency or completeness of information gathered by him basis which the standalone financial statements have been prepared. As per the said note, the Erstwhile RP has taken on record the standalone audited financial statements only to facilitate the CIRP process without any liability of the same. To the extent the Erstwhile RP has disclaimed his liability with respect to accuracy, veracity and sufficiency or completeness of information providedto him by the officials of the Company, the standalone audited financial statements may suffer from issues of accuracy, veracity, sufficiency, completeness or reliability. [Relevant observations upon the extent of veracity of the standalone audited financial statements have been made in the paragraph 1 of this Section.]

Our opinion is disclaimed in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, we report that

a. Subject to matters described in the Basis for Disclaimer Opinion paragraph, we have sought but were unable to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit

b. Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account

d. Because of the significance of the matters described paragraphs 1 in the Basis for

Disclaimer of Opinion paragraph, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion and state whether the aforesaid financial statements comply with the Accounting Standards under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2015 as amended;

e. The matter described in the Basis for Disclaimer of Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

f. On the basis of the petition filed by financial creditor with NCLT for resolution process under Insolvency and Bankruptcy Code 2016 management of the Company was vested with Resolution Professional as on the date of this report and hence we were not able to obtain the declaration of Directors u/s. 164(2) of the act;

g. In our opinion, no managerial remuneration for the year ended March 31, 2023 has been paid / provided by the Company to its directors;

h. 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";

i. With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to thebest of our information and according to the explanations given to us:

i. Due to the possible effects of the matter described in the Basis for disclaimer of opinion paragraph, we are unable to state whether the financial statements disclose the complete impact of pending litigations on its financial position.

However, any claim pertaining to any litigation up to the CIRP date will be routedas per the provision of the IBC, 2016;

ii. Due to the possible effects of the matter described in the Basis for disclaimer of opinion paragraph, we are unable to state whether the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts. Any claim pertaining to any long term contract upto the CIRP date willbe as per the provision of the IBC, 2016 and;

iii. Due to the possible effects of the matter described in the Basis of disclaimer of opinion paragraph, we are unable to state whether the Company has any liability towards unclaimed dividend and whether the same has been transferred to the Investor Education and Protection Fund.

iv. (a) Due to the possible effects of the matter described in the Basis of disclaimer of opinion paragraph, we are unable to state whether the Company has, 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) Due to the possible effects of the matter described in the Basis of disclaimer of opinion paragraph, we are unable to state whether the Company has, 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) ) Due to the possible effects of the matter described in the Basis of disclaimer of opinion paragraph, we are unable to comment on whether ,something 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 amended, as provided under (a) and (b) above, contain any material misstatement.

v. The Company is under CIRP and hence has not declared or paid any dividend during the year and accordingly reporting on the compliance with Section 123 of the Companies Act 2013 is not applicable for the year under audit

2. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

3. As required by the Companies (Auditors Report) Order, 2020 ("the order") issued by the Central Government of India in terms of subsection (11) of Section 143 of the Companies Act,2013, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and

4 of the order, to the extent applicable.

For JHS Associates LLP

Chartered Accountants

Firm Registration No: 133288W / W100099

Tasnim Tankiwala

Partner

Membership No: 108263

Date: 28 October 2023

Place: Mumbai

UDIN: 23108263BGZYHB3569

"Annexure A" to the Independent Auditors Report of even date on the Financial Statements of JMT Auto Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of JMT Auto Limited ("the Company") as of 31^st March 2023 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India [ICAI]. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We have not been able to obtain sufficient and appropriate audit evidence to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding reliability of financial reporting & preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Disclaimer of Opinion

Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraph 1 of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on the internal financial controls.

For JHS Associates LLP

Chartered Accountants

Firm Registration No: 133288W / W100099

Tasnim Tankiwala

Partner

Membership No: 108263

Date: 28 October 2023

Place: Mumbai

UDIN: 23108263BGZYHB3569

"Annexure B" to the Independent Auditors Report of even date on the Financial Statements of JMT Auto Limited

Referred to in paragraph 2 under the heading ‘Report on Other Legal & Regulatory Requirement of our report of even date to the financial statements of the Company for the year ended March 31, 2022:

(1) In respect of the Companys Property, Plant and Equipment and Intangible Assets:

(a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

(B) The company has maintained proper records showing full particulars of Intangible assets.

(b) As explained to us, the fixed assets had not been physically verified by the management but the same has been verified by the valuers appointed by the Erstwhile Resolution Professional as per the requirement of IBC, 2016 post his appointment after the CIRP date. Material discrepancies were noticed on such physical verification and the same had been properly dealt with in the books of accounts to the extent of information and records that were available with the Erstwhile RP in the previous year. No further adjustments are required for the year, under audit.

(c) According to the information and explanations given to us and the title deeds/ lease deeds and other records examined by us, we report that the title deeds/ lease deeds in respect of all immovable properties of land which are freehold, immovable properties of land that have been taken on lease and disclosed as fixed assets in the Financial Statements of the company and buildings are held in the companys name or in the companys erstwhile name as at the balance sheet date .

As the original title deeds for all the immovable properties have been deposited with the lenders for various facilities availed, we have been provided with the photocopy of the title deeds for our verification.

(d) The Company has not revalued any of its Property, Plant and Equipment and Intangible assets during the year.

(e) Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraph 1 of our report, we are unable to comment on whether any proceedings has been initiated or pending against the Company for holding Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

(2)

(a) As explained to us, the inventories had not been physically verified by the management during the year under audit. However, the same has been arranged to be verified by the Erstwhile Resolution Professional by appointing an external agency post his appointment after the CIRP date.

(b) Material discrepancies i.e. more than 10% in aggregate were noticed on such physical verification and the same had been properly dealt with in the books of accounts to the extent of information and records that were available with the Erstwhile RP during the previous year. No further adjustments are required for the year, under audit.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institution on the basis of the security of current assets. It is pertinent to note that the company was admitted under CIRP with effect from 23 February 2022 and in the absence of relevant documents and information available with the Erstwhile RP, we are not able to comment on whether the quarterly returns or statements filed by the company with financial institutions or banks are in agreement with the books of account of the Company.

(3) The Company has not made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties during the year under audit.

(4) The Company has not granted, any loans, investments, guarantees and securities in respect of which provisions of Section 185 and 186 of the Companies Act 2013 are applicable during the year under audit.

(5) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not accepted any deposits within the meaning of sections 73 to 76 of the Act or any other relevant provisions of the Companies Act, 2013 and the rules framed there under. Thus, reporting under this Clause of the Order are not applicable to the Company.

(6) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 148 of the Companies Act, 2013 and we comment that prima facie, the prescribed accounts and records have been made and maintained. However, in the absence of proper records related to the Work in Progress and other records available with the Company, it is not possible for us to comment on the completeness of these cost records.

(7) According to the information and explanations provided to us and as per the records maintained by the Company in respect of statutory dues:

a. There has been instances of inordinate delays and defaults in depositing undisputed statutory dues including Provident Fund, Employees State insurance, Income Tax, indirect taxes and other material statutory dues with the appropriate authorities.

The following undisputed statutory dues are outstanding in the financial statements for a period of more than six months as at March 31, 2023 from the date they became payable:

Name of Statute	Nature	Period to which the amount relates	Amount (Rs. In Lakhs)
Income Tax Act 1961	TDS	*FY 2022-23	6.01
Employees Provident Fund Act 1952	Employee and Employer share of Provident fund	FY 2022-23	18.01
Professional Tax Act 1987	Professional Tax	FY 2022-23	0.13

The amount stated in the above table is only for the period pertaining to the post CIRP date. This amounts are subsequently paid till the date of signing of the Audit Report.

*For amount payable towards TDS, in the absence of relevant information and records we are not able to comment on the period of delay as at 31 March 2023.

For Pre CIRP period because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraph 1 of our report, we are unable to comment on whether the company is regular in depositing undisputed statutory dues including Provident Fund, employees State Insurance, Income-tax, Goods and Service Tax, and any other material statutory dues to the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable.

As on the date of this report the resolution plan has been approved, however when the company was under CIRP has admitted certain claims from statutory authorities as per the provision of Insolvency and Bankruptcy Code, 2016. However as stated in the Basis of disclaimer of Opinion paragraph of our audit report, operational creditors are not reinstated as per the claims received and hence the claims received and admitted in relation to the statutory dues has not been provided for in the books of accounts.

b) According to the information and explanation provided to us by the management, with respect to dues of Income Tax or Sales Tax or Service Tax or Duty of customs or Duty of Excise, Value Added Tax, Goods and Service Tax the following dues have not been deposited with the appropriate authorities on account of disputes:

Name of Statute	Nature Of Dues	Period to which the amount relates	Amount (Rs. In Lakhs)	Forum where dispute is pending
The Finance Act 1994	Capital Cenvat availed in EOU	For Several years	444.00	GST Authority
Income Tax Act 1961	Defaults in case of TDS due to short deduction/short payment	For Several years	20.08	Income Tax Authority
The Central Goods and Services Tax Act, 2017	GST	For Several years	1,341.40	GST Authority
Central Excise Act 1944	Excise	For Several years	1,082.37	GST Authority

(8) As the Company is under CIRP during the year under audit, it enjoys moratorium under section 14 of the IBC, 2016 and hence tax assessment notice, if any, has not been considered currently by the Erstwhile RP for the purpose of reporting in the financial statements and hence there are no instances of any transactions not being recorded in the books that has been surrendered or disclosed as income during the year in the tax assessment under the Income Tax Act, 1961 (43 of 1961).

(9) a) On the basis of information and explanation given to us the company has defaulted in repayment of both working capital loan and term loan to the following banks/. However, in the absence of relevant information and records, we are not able to comment on the period and the amount of default as required under this clause.

Loan amount outstanding as on 31 March 2023 from bank includes the following:

Particulars	Principal Amount	Interest Amount	Total Outstanding as on 31 March 2023
Working Capital	255,533,472.00	22,055,528.00	277,589,000.00
Demand Loan Cash Credit	1,24,74,12,051	152,868,496	1,40,02,80,547
Total	1,50,29,45,523	174,924,024	1,67,78,69,547

Lenders have been considered based on financial claims received and admitted under CIRP.

b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been declared a willful defaulter by the following banks/financial institutions in the previous year. There is no addition to this declaration during the year under audit:

Sr. No	Particulars
1	Axis Bank Limited
2	Bank of India
3	State Bank of India
4	IDBI Bank Limited

Further, Corporate Insolvency Proceedings under Insolvency and Bankruptcy Code, 2016 has been initiated against the company during the previous year by Axis Bank.

c) As the Company is under CIRP with effect from 23 February 2022, no term loan were obtained by the company during the year under audit and hence reporting under this clause of the Order is not applicable to the Company.

d) Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraph 1 of our report, we are unable to comment on whether, funds raised on short-term basis have been used for long-term purposes by the Company.

e) The company has not taken any fund from any entity or a person on account of or to meet the obligation of its subsidiaries, associates or joint ventures during the year under audit.

f) The company has not raised any loan during the year on the pledged of securities and hence reporting on clause 3(ix)(f) of the order is not applicable.

(10) According to the information and explanations given to us and on the basis of our examination of the records of the Company (a) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause 3(x)(a) of the Order is not applicable. (b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.

(11) a). During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we informed of such case by the management except reporting of following fraudulent transactions under Section 66 of the Insolvency and Bankruptcy Code, 2016 by the Erstwhile RP to the Honorable NCLT: b) Since we have not come across of any instance of material fraud by the Company or on the Company during our audit of the financial statements for the year ended March 31, 2023, the provisions stated in paragraph (xi)(b) of the Order are not applicable to the Company.

SN	Particulars	INR in crs
1	Transaction entered with group/ related entity lead to monetary loss, which could have been avoided amounting to Rs. 73.28 crores	73.28
2	Purchase of Fixed Assets from Related Party amounting to Rs. 10.74 crores, Invoice date appears to be of 2015-16 & 2016-17, which is booked in 2019-20, with narrations of closing entry. No underlying documents provided for the said transactions	10.74
3	Investment in an entity in 2015-16, fetched no returns or value to CD amounting to Rs. 7.00 as investment loss and unknown notional loss	7.00
4	Falsifcation and mis-representation to stake holders including financial creditors by way of inflated inventory in books as compared to actuals in existence as per inspection report of RP Team, the gap is amounting to Rs. 33 crores	33.00
5	Sale of Fixed Assets in FY 2020-21 without obtaining NOC from the term lenders/ Working Capital Lenders, also no underlying documents on such sale of fixed assets amounting to Rs. 1.59 crores	1.59

Total Amount amongst all Respondents

Sr. No	Additional for Respondent 1	125.61 INR in crs
1	Excess Management Remunerations amounting to Rs. 0.76 crores
	as allowed under Companies Act, 2013	0.76

c) Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraph 1 of our report, we are unable to comment on whether whistle-blower complaints, if any, received during the year by the company.

(12) According to information and explanation given to us, in our opinion, the Company is not a Nidhi Company as prescribed under Section 406 of the Act. Accordingly, reporting under clause 3 (xii) of the Order is not applicable to the Company.

(13) Due to the possible effects of the pending matters as stated in the Basis for Disclaimer of Opinion section of our auditors report, the Company has not recorded any adjustments that may be required in this regard. Accordingly, (a) we are unable to comment if the transactions with the related parties are in compliance with Sections 177 and 188 or the Companies Act, 2013. (b) We are unable to comment as to whether the details disclosed in the Ind AS Financial Statements etc., as required by the applicable accounting standards are adequate in respect of the transactions entered and as a consequence of the balance as at March 31, 2023;

(14) (a) During the course of our examination and in the absence of documented control framework which includes standard operating process for various areas of operations, risk control matrices, etc. and also due to the inability of the management to substantiate that there were adequate internal control that exist and operates effectively for various balances brought forward from the earlier years and transactions up to the year ended 31 March 2022, we are unable to comment on the presence and effectiveness of internal controls.

b) The Company has not got internal audit as required under Section 138 of the Companies Act 2013 conducted during the year under audit.

(15) According to the information and explanation given to us by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him during the year as referred in section 192 of the Companies Act, 20 I3;

(16) (a) According to the information and explanation given to us the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a),(b) and (c) of the order is not applicable.

(b) In our opinion, there is no core investment company within the group (as defined in core investment companies (Reserve bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the orders is not applicable.

(17) The Company has incurred cash losses of INR 687.74 Lakhs in the current year and INR 5,930.16 Lakhs in the immediately preceding financial year.

(18) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable.

(19) Due to on-going CIRP w.e.f 23^rd February, 2022 and the substantial financial stress the going concern basis of preparation of these financial statements could be materially affected. Further The Company has accumulated losses of INR 19,049.31 Lakhs and the Company has registered net loss of INR 776.63 Lakhs during the year ended 31 March 2023 and net loss of

INR 16,013.61 Lakhs for the previous year (FY 2021-22) (including provision for finance cost and depreciation).

The above-mentioned conditions indicate the existence of material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern. However, the Statement of the Company have been prepared on a going concern basis as the resolution plan for the revival of the Company has been approved by the COC and application filed with NCLT on 20th January, 2023 and the Honble NCLT (New Delhi Bench) vide its order in I.A.

1067/ND/2023 of Axis Bank Limited versus JMT Auto Limited dated 21 August 2023 approved the resolution plan of JMTAL.

(20) In our opinion and according to the information and explanations given to us, section 135(1) is not applicable to the Company for the year under audit and hence reporting under clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

(21) In absence of requisite information and as company is not presenting consolidated financial statements, we are unable to comment on the following clause that there has not been any qualifications or adverse remarks by the respective auditors in the Companies (Auditors Report)

Order (CARO) reports of the companies included in the consolidated financial statements. [Clause 3(xxi)]

For JHS Associates LLP

Chartered Accountants

Firm Registration No: 133288W / W100099

Tasnim Tankiwala Partner

Membership No: 108263

Date: 28 October 2023

Place: Mumbai

UDIN: 23108263BGZYHB3569