jtl infra Auditors report

To

The Members of

JTL INDUSTRIES LIMITED

(Formerly known as JTL Infra Limited)

REPORT ON THE AUDIT OF STANDALONE FINANCIAL STATEMENTS

OPINION

We have audited the accompanying standalone financial statements of JTL Infra Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2023, the

Statement of Profit and Loss (including other income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and notes to the financialstatements, including a summary of the significant information (hereinafter referred to as "standalone financial statements").

Inouropinionandtothebestofourinformationandaccording to the explanations given to us, the aforesaid standalone financial statements give the information required by the

Companies Act 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS"), and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors

Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statement.

EMPHASIS OF MATTER

We draw attention to the Scheme of Arrangement (‘the Scheme) for amalgamation of Chetan Industries Limited (Transferor Company) with JTL Industries Limited (Transferee Company) which has been sanctioned by Hon ble NCLT, Chandigarh vide its order dated 30.03.2023. The Scheme had become effective from 31.03.2023. The appointed date for said Scheme of Merger is 01st April,

2021. As per the requirement of appendix C to IND AS 103 "Business Combination", the standalone annual financial statements have been prepared incorporating the impact of merger using the "Pooling of interest method" accordingly.

Our opinion is not modified in respect of above matter.

KEY AUDIT MATTER

Key audit matters are those matters that, in our professional judgment, were of most significance 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 financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matter described below to be the key audit matter to be communicated in our report.

The Key Audit Matter	Auditors Response
Revenue Recognition	Our key audit procedures around revenue recognition included, but were not limited to, the following:
The Company recognizes revenue at the point of time when control of the goods is transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
	We performed process walk through to understand the adequacy and the design of the revenue cycle. We tested internal controls in the revenue and trade receivables over the accuracy and timing of revenue accounted in the financial statements.
In determining the transaction price for the sale, the Company considers the effects of variable consideration and consideration receivable from the customer.
	Understanding the policies and procedures applied to revenue recognition, as well as compliance thereof, including an analysis of the effectiveness of controls related to revenue recognition processes employed by the Company.
The nature of rebates, discounts and sales returns, if any, involve judgment in determining sales revenues and revenue cut-off. The risk is, therefore, that revenue may not be recognized in the correct period or that revenue and associated profit is misstated.
	We reviewed the revenue recognition policy applied by the Company to ensure its compliance with Ind-AS 115 requirements.
	We checked the contracts of customers along with revenue recognition policy applied by the Company to ensure satisfaction of performance obligation upon transfer of control of products to customer at a point in time. Our checking procedure includes consideration of the accounting and presentation of the rebates and discount arrangements.
	In addition to substantive analytical reviews performed to understand how the revenue has trended over the year,
	we performed a detailed testing on transactions around the year-end, ensuring revenues were recognised in the correct accounting period. We also tested journal entries recognised to revenue focusing on unusual or irregular transactions.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to

Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the standalone financial statements and our auditors report thereon.

Our opinion on the standalone financial cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

MANAGEMENTS AND BOARD OF DIRECTORS RESPONSIBILITIES

FOR THE STANDALONE FINANCIAL STATEMENTS

The Companys Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 standalone financial 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, the 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 the Board of Directors 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.

AUDITORS RESPONSIBILITIES

FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about financia as a whole whether the standalone doubt on the Companys ability to are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 standalone 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 standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to the standalone financial statements in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and

Board of Directors.

Conclude on the appropriateness of Managements use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone 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. 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 standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying 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 reasonably knowledgeable user of the financial statements may be influenced.

We consider quantitative materiality and qualitative factors in: (i) planning the scope of our audit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant any significant deficienciesin internal control that we 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 standalone 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.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit we report that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. c) The Standalone Balance Sheet, the Standalone

Statement of Profit and Loss (including Other

Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account. d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act. e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 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 of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting

3. 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, as amended in our opinion and to the best of our information and according to the explanations given to us: a. The Company has disclosed the impact of pending litigations as at March 31, 2023 on its financial position in its Standalone

Financial Statements. b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. c. During the year, there were no amounts or shares required to be transferred to IEPF. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. d. (i.) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall: a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever

("Ultimate Beneficiaries") by or on behalf of the Company or b. provide any guarantee, security or the like to or on behalf of the

Ultimate Beneficiaries.

d. (ii.) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall: a. directlyorindirectly,lendorinvestin other persons or entities identified in any manner whatsoever

("Ultimate Beneficiaries") by or on behalf of the Funding Party or b. provide any guarantee, security or the like from or on behalf of the

Ultimate Beneficiaries; and d. (iii.) Based on such audit procedures as 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 d(i) and d(ii) contain any material mis-statement. e. No Dividend was paid or declared by the

Company during the year under review.

4. With respect to the matter to be included in the

Auditors Report under Section197(16) of the Act: In our opinion and according to the information and explanations given to us, the remuneration paid by the

Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act, as amended.

	For Suresh K Aggarwal & Co,
	Chartered Accountants
	FRN: 021129N
Date:26th April, 2023	(CA Suresh Kumar Aggarwal)
Place: Chandigarh	(Partner)
UDIN:23090064BGXCFL6670	M.No.: 090064

ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement of our report of even date to the standalone Ind AS financial statements of the Company for the year ended March 31, 2023:

We report that:

I). PROPERTY, PLANT AND EQUIPMENT: of stocks by the management

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

The Company does not have any intangible asset hence reporting under clause 3(i)(B) of the Order is not applicable.

(b) The Company has a regular programme of

& physical verification

Equipment by which all fixed assets are verified in a phased manner, over a period of three years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticedonsuchverification (c) According to the information and explanations given to us and the records examined by us including registered title deeds, we report that, the title deeds of all the immovable properties held by the Company (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the standalone financial statements are held in the name of the Company.

(d) The Company has not revalued any of its Property, Plant and Equipment (including right-of-use assets) and intangible assets during the year. (e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

II). INVENTORY:

(a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals. No material discrepancy of 10% or more in the aggregate for each class of inventory were noticed was noticed on physical as verification compared to book records.

(b) The Company has been sanctioned working capital limits in excess of Rs. 5 Cr. in aggregate, from banks on the basis of security of current assets during the year. According to the information and explanations given to us, the quarterly returns or statements filed by the Company with such banks are in agreement with the books of accounts of the Company.

III). LOANS, GUARANTEE AND ADVANCES GIVEN:

The Company has granted unsecured loans to companies during the year, in respect of which: (a) The aggregate amount with respect to loans to Related Parties granted during the year and balance outstanding at the balance sheet date is Rs. 39.82 Lakhs and Rs. 39.82 Lakhs respectively. Loans to others comprise Rs. 1507.27 Lakhs and outstanding at the end of year.

(b) The Company has not provided any guarantees or securities for loan taken by subsidiary or associate Company.

(c) The Company has made investment in two listed companies. investment made and terms and conditions of grant of such loans are not prejudicial to the Companys interest.

(d) In respect of loans granted by the Company, payment of interest has been stipulated and receipt of interest has been regular.

(e) There is no loan falling due during the year, which has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to same parties.

(f) During the year, the Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment.

The Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted and investments made, as applicable.

IV. LOANS, GUARANTEE AND ADVANCES TO DIRECTOR OF COMPANY:

During the year the company has not provided any loans, guarantees, advances and securities to the director of the company and the company is compliant provisions of section 185 and 186 of the Companies Act, 2013.

V. DEPOSITS:

In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public in accordance with the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

VI. MAINTENANCE OF COSTING RECORDS:

We have broadly reviewed the accounts and records maintained by the Company pursuant to the

Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment

Rules, 2014 specified section 148 of the Act, and are of the opinion that the prima facie, the prescribed Cost records have been made and maintained. We have, however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

VII. DEPOSIT OF STATUTORY LIABILITIES:

According to the information and explanations given to us, in respect of statutory dues: (a) In our opinion, the Company has generally been regular in depositing undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees State Insurance, Income Tax, Investor Education and Protection Fund Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities. (b) There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues in arrears as at March 31, 2023 for a period of more than six months from the date they became payable.

(c) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2023 on account of disputes are given below:

Name of the statue	Amount ( in lacs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	122.03	2009-10	CIT(Appeal)
Income Tax Act, 1961	164.71	2010-11	CIT(Appeal)
Income Tax Act, 1961	14.78	2017-18	CIT(Appeal)
Income Tax Act, 1961	4.48	2019-20	CIT(Appeal)
Income Tax Act, 1961	1.58	2021-22	CIT(Appeal)
Income Tax Act, 1961	2.26	2020-21	CIT(Appeal)
Service Tax Act, 1994	4.56	2016-17	Concerned Authorities
GST Act, 2017	31.50	2018-19	Concerned Authorities
GST Act, 2017	33.17	2016-17	Concerned Authorities

VIII.ASSESSMENTS:

There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of

1961).

IX. DEFAULT IN REPAYMENT OF BORROWINGS:

(a) Based on the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lenders.

(b) The Company is not declared a willful defaulter by any bank or financial institution or other lender.

(c) The term loan has been applied for the purpose for which they were obtained.

(d) On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.

(e) The Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiary or associate companies.

X. FUNDS RAISED AND UTILISATION:

(a) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year. Hence, reporting under clause 3(x)(a) of the Order is not applicable. (b) According to the information and explanations given to us, the Company has allotted shares on conversion of warrants already issued on preferential basis to certain shareholders of public category.

Further, during the financial year 2022-23, the

Company has allotted warrants on preferential basis, convertible into equity shares of the

Company. In respect of the above issues/ conversion, we further report that : a) the requirement of Section 42 of the Companies Act, 2013, and SEBI (ICDR)

Regulations, as applicable, have been complied with; and b) the amounts raised have been fully utilized/ applied by the Company during the year for the purposes for which the funds were raised.

XI. FRAUD AND WHISTLE-BLOWER COMPLAINTS:

(a) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the

Company by its officers or employees has been noticed or reported during the year.

(b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central

Government, during the year and up to the date of this report.

(c) We have taken into consideration the whistle blower complaints received by the Company during the year (and up to the date of this report), while determining the nature, timing and extent of our audit procedures.

XII. NIDHI COMPANY:

In our opinion, the Company is not a Nidhi Company.

Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company.

XIII. RELATED PARTY TRANSACTIONS:

In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 with respect to applicable transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.

XIV. INTERNAL AUDIT:

(a) In our opinion, the Company has an adequate internal audit system commensurate with the size and nature of its business.

(b) We have considered, the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

XV. NON CASH TRANSACTIONS:

According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that the Company has not entered into any non- cash transaction with directors or persons connected with him, therefore, reporting under clause 3(xv) of the Order is not applicable.

XVI. REGISTRATION UNDER RBI ACT:

(a) The Company is not engaged in business of Non- Banking Financial Company or Housing Finance Company or Core Investment Company requiring registration under 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 the Core Investment Companies (Reserve Bank) Directions,

2016) and accordingly reporting under clause

3(xvi)(d) of the Order is not applicable.

XVII. CASH LOSSES:

The Company has not incurred any cash losses in the financial year covered by our audit and in the immediately preceding financial year.

XVIII. RESIGNATION OF STATUTORY AUDITORS:

There has been no resignation of the statutory auditors of the Company during the year.

XIX. MATERIAL UNCERTAINTY ON MEETING LIABILITIES:

On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

XX. CSR a) The Company has fully spent the required amount towards Corporate Social Responsibility (CSR) and there are no unspent amounts towards Corporate Social Responsibility (CSR) requiring a transfer to a fund specified in Schedule VII to the Companies

Act in compliance with Section 135 of the said Act.

Accordingly, reporting under clause 3(xx)(a) of the

Order is not applicable for the year.

(b) There are no unspent amounts towards CSR on ongoing projects requiring a transfer to a fund specified in Schedule VII to the Companies Act in compliance of Section 135 of the Act. Accordingly, reporting under clause 3(xx)(b) of the Order is not applicable for the year.

XXI. REMARKS ON CONSOLIDATED FINANCIAL STATEMENTS:

No qualificatory remark has been made by any auditors of the Group, the company belongs to which is poised for reference in the consolidated financial statements of the Group.

	For Suresh K Aggarwal & Co,
	Chartered Accountants
	FRN: 021129N
Date:26th April, 2023	(CA Suresh Kumar Aggarwal)
Place: Chandigarh	(Partner)
UDIN:23090064BGXCFL6670	M.No.: 090064

ANNEXURE BTO THE INDEPENDENT AUDITORS REPORT

ON THE STANDALONE FINANCIAL STATEMENTS OF JTL INDUSTRIES LIMITED FOR THE YEAR ENDED 31 MARCH 2023

Report on the Internal Financial Control with reference to the aforesaid Standalone Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

(Referred to paragraph 2(f), under "Report on Other Legal and Regulatory Requirements section of our report of even date)

We have audited the internal financial controls over financial reporting of JTL Industries Limited ( Formerly known as JTL Infra Limited) ("the Company") as of March 31, 2023 in conjunction with our audit of the standalone 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, error . whether duetofraud

We believe that the audit evidence we have obtained is sufficient and appropriate 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 financialcontrol over financialreporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A companys internal 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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.

OPINION

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2023, 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.

	For Suresh K Aggarwal & Co,
	Chartered Accountants
	FRN: 021129N
Date:26th April, 2023	(CA Suresh Kumar Aggarwal)
Place: Chandigarh	(Partner)
UDIN:23090064BGXCFL6670	M.No.: 090064