Jyoti Structures Ltd Auditor Reports

To the Members of

Jyoti Structures Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

OPINION

1. We have audited the accompanying standalone financial statements of Jyoti Structures Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2024, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and notes to the standalone financial statements, including material accounting policies and other explanatory information (hereinafter referred to as "standalone financial statements").

2. In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on audited financial statements / financial information of branches, as applicable, 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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2024, and its profit and other comprehensive income, changes in equity and its cash flows for the year then ended.

BASIS FOR OPINION

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. 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 Act 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 obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred Other Matters Paragraph below, is sufficient and appropriate to provide a basis for our opinion.

EMPHASIS OF MATTER PARAGRAPH

4. Approved Resolution Plan - Interlocutory Application Extension of Payment Timelines

With regard to the due dates of repayments to various stakeholders during the year, the Company has filed Interlocutory Application before Honble NCLT, Mumbai Bench seeking exclusion of timelines. The Honble NCLT has passed an order dated January 31, 2024 in C.P (IB)/1137(MB) 2017 extending the payment timelines till June 11, 2024. The Company has represented that the exclusion order applies to dissenting financial creditors, operational creditors and employees. We have relied on the representations made by the Company.

5. Trade Receivables

Pursuant to the Company effectuating of certain steps under the Approved Resolution Plan, the Implementation Impact was reflected in March 2022 Financials. The Company initiated reconciliation process of the Trade Receivables to determine the continuation of contracts, details of work in progress with age, stage of completion, progress billing, disputed and undisputed dues. The reconciliation is under process. We have relied on the Management Representations on the carrying amounts and provision for expected credit loss as at March 31,2024.

Particulars	As at March 31,2024	As at March 31,2023
Trade Receivables	2,02,275.07	1,99,043.44
Total Assets	2,34,133.13	2,28,487.78
% of the T otal Assets	86.39%	87.11%
Expected Credit Loss Provision	875.00	750.00

6. Overseas Branches

i. The Standalone Financial Statements include financial statements of seven foreign branches (detailed above in Opinion Paragraph).

ii. The financial statements of two foreign branches have been prepared in accordance with accounting principles generally accepted in their respective countries and have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Companys management has converted the financial statements/financial information of such branches located outside India from the accounting principles generally accepted in their respective countries to the accounting principles generally accepted in India. Our opinion in so far as it relates to the balances and affairs of such branches located outside India, is based on the report of such other auditors.

iii. The financial statements of five foreign branches are unaudited and are included basis the management certifications. The balances/transactions in respect of branches are subject to changes on completion of audit. In the absence of details, we are unable to comment on the impact, it may have on the standalone financial statements. We have relied on the information provided by the Company.

A summary table is reproduced below of the seven branches.

Particulars	Audited Branches	Unaudited Branches	Total
Total Income	4,852.31	155.75	5,008.06
Total Expenditure	714.10	380.05	1094.15
Other Comprehensive Income	(32.50)	0.24	(32.26)
Total Profit/(Loss) including
Other Comprehensive Income	4,105.71	-224.06	3,881.65
Total Assets	5,700.44	6,744.57	12,445.01
Fixed Assets -	-	-
Trade Receivable	5,610.67	5,848.19	11,458.86
Bank Balances	1.30	50.38	51.68
Balances from Revenue Authorities	-	-	-
Other Assets 88.47	846.00	934.47
Total Liabilities	823.07	1,791.82	2,614.89
Sundry Creditors	735.93	-	735.93
Statutory Liabilities	24.25	352.41	376.66
Other Liabilities	62.89	1,439.41	1,502.30

7. Subsidiaries and their Dues

Audited financial statements of the Overseas Subsidiaries as mentioned below are not available as at reporting date. Net Worth of the Overseas Subsidiaries and an Indian Subsidiary has been fully eroded on account of the accumulated losses. No Operations have been conducted during the year in Overseas Subsidiaries. Consequently, we are unable to comment upon the impact if any, on impairment of Investments and balances owed by them to the Company. The Management believes that impairment is not required at the reporting date. We have relied on Management Representation regarding the same.

List of Subsidiaries (Including Step Down Subsidiaries)	Whether Audited/ Unaudited	Whether Net Worth Eroded	Investment Amount	Receivable/ (Payable) Amount
Indian Subsidiaries:
JSL Corporate Services Limited	Audited	No	350.00	(462.74)
Jyoti Energy Limited	Audited	Yes	5.00	44.21
Overseas Subsidiaries :
Jyoti Structures FZE	Unaudited	Yes	317.04	(1,695.66)
JSL FZE Namibia	Unaudited	Yes	-	420.73
JSL FZE Nigeria	Unaudited	Yes	-	30.54
Jyoti Structures Kenya Ltd.	Unaudited	Yes	-	(230.72)
Jyoti Structures Africa (Pty.) Limited	Unaudited	Yes	0.00*	5,990.9

investment Amount is Rs. 419/-

8. 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.

Key audit matter	How our audit addressed the key audit matter
Financial impacts arising out of Approved Resolution Plan implemented with effect from November 09, 2021	Our procedures over the recognition financial impact included the following :
Pursuant to the Company effectuating of certain steps under the Approved Resolution Plan, the impact is reflected in March 2022 Financials. R e l i a n c e w a s p l a c e d M a n a g e m e n t Representation regarding the existence and valuation of all the Assets (viz. Fixed Assets, Investments, Trade Receivables, Stock, Bank Accounts, Other Assets, and Receivable from Related Parties) & Liabilities (viz. Provisions, Borrowings, Statutory & Other Liabilities)	We have reviewed the extracts of resolution plan submitted by the Resolution Applicant and the NCLT order passed and ascertained the due dates of repayments to various stakeholders. A key extract from the Resolution Plan is reproduced below:
	Extract of Section VII - Other Stipulations for the Final Resolution Plan (Refer Clause B) :
	* "B. The Company will need roll-over of BG/LC Limits as described in paragraph C.2 (b) of Section I and paragraph F of section VI. This will ensure growth of revenue and margins. Which are crucial for meeting debt repayment commitments. BG limits will be allowed to be used as LCs as per the business needs. No fresh limits are being sought."
	With regard to the due dates of repayments to various stakeholders during the year, the Company has filed Interlocutory Application before Honble NCLT, Mumbai Bench seeking exclusion of timelines. The Honble NCLT has passed an order in C.P (IB)/1137(MB) 2017 extending the payment timelines till June 11,2024. The Company has represented that the exclusion order applies to dissenting financial creditors, operational creditors and employees.
	We also reviewed the appropriateness of presentation of these events in the financial statements

OTHER INFORMATION

9. The Companys Management and Board of Directors are responsible for the other information. The other information comprises the information included in the annual report but does not include the financial statements and our and other auditors report thereon. The annual report is expected to be made available to us after the date of this auditors report. Our opinion on the standalone 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 standalone financial statements, our responsibility is to read the other information identified above when it becomes available 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 t o be materially misstated. When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL

STATEMENTS

10. 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 financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate 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.

11. In preparing the standalone 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 board of directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

12. The Board of Directors are also responsible for overseeing the Companys financial reporting process.

AUDITORS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

13. Our objectives are to obtain reasonable assurance about whether the standalone 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. 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.

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

1. 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.

2. 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 of such controls.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

4. 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 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 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.

5. 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.

6. Obtain sufficient appropriate audit evidence regarding the financial statements/financial information of the branches and jointly controlled operations which are included in the Company to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the standalone financial statements of which we are the independent auditors. For the other entities included in the standalone financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion

7. 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.

15. 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.

16. 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.

OTHER MATTERS

17. We did not audit the financial statements/ financial information of 7 branches included in the standalone financial results of t he Company. Out of these, the financial statements / financial information of 2 branches have been audited by auditors whose reports have been furnished to us by the Management, and our opinion on the standalone financial results in so far as it relat es to the amounts and disclosures included in respect of these branches, is based solely on the reports of such branch auditors and other auditors. The financial statements/ financial information have been prepared in accordance with accounting

principles generally accepted in their respective countries and have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Companys management has converted the financial statements/ financial information of such branches located outside India from the accounting principles generally accepted in their respective countries to the accounting principles generally accepted in India.

18. Our opinion on the standalone financial statements, and our Report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

19. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to information and explanation given to us, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, which is subject to the possible effect of the matters described in the Basis for Key Audit Matter and Emphasis of Matter section above.

20. As required by Section 143(3) of the Act, we report that, subject to the possible effect of the matters described in the Key audit matters and Emphasis of matters section above:

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 reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

d) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branches

e) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act r.w. Companies (Indian Accounting Standards) Rules, 2015 as amended.

f) On the basis of the written representations received from the directors as on April 1,2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164(2) of the Act.

g) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B

h) The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

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 the best of our information and according to the explanations given to us:

i. The standalone financial statements disclose the impact, if any, of pending litigations on the standalone financial position of the Company, its branches - Refer Note 34 to the standalone financial statements.

ii. the Company has not entered on long-term contracts including derivative contracts, accordingly the question of making provision, as required under the applicable law or Indian accounting standards, for material foreseeable losses, if any does not arise.

iii. Unclaimed dividend amounting to Rs. 17.70 Lacs required to be transferred to Investor Education and Protection Fund by the Company during the year has not been transferred as at the date of this report.

iv. (a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to these standalone financial statements, 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 including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented that, to the best of its knowledge and belief, as disclosed in the notes to these standalone financial statements, no funds have been received by the Company from any persons or entities, including foreign entities ("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; and

(c) Based on such audit procedures that we 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 (a) and (b) contain any material misstatement.

j) The Company has not declared any dividend during the year under review.

k) 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 01st April, 2023, and the same has been complied by the Company for the financial year ended 31st March, 2024.

Annexure A to Independent Auditors Report

Referred to in paragraph 19 of the Independent Auditors Report of even date to the members of Jyoti Structures Limited (excluding

Branches and subject to the possible effect of the matters described in the Emphasis of Matter section above and Key Audit Matters)

on the standalone financial statements as of and for the year ended March 31,2024

I. a) In respect of fixed assets, according to the information and explanation furnished to us:

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

(B) The Company has maintained proper records showing full particulars of Intangible Assets.

b) The Company has a regular program of physical verification of its Property Plant & Equipment by which Property Plant & Equipment are verified in reasonable intervals. Pursuant to the programme, a portion of the Property, Plant and Equipment has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

c) The title deeds of all the immovable properties, to the standalone financial statements, are held in the name of the Company.

d) The Company has not revalued its Property, Plant and Equipment or intangible assets or both during the year. Consequently, the question of our commenting on whether the revaluation is based on the valuation by a Registered Valuer, or specifying the amount of change, if the change is 10% or more in the aggregate of the net carrying value of each class of Property, Plant and Equipment or intangible assets does not arise.

e) Based on the information and explanations furnished to us, no proceedings have been initiated on or are pending against the Company for holding benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder, and therefore the question of our commenting on whether the Company has appropriately disclosed the details in its standalone financial statements does not arise.

ii. a) The physical verification of inventory has been conducted at reasonable intervals by the Management during the year

and, in our opinion, the coverage and procedure of such verification by Management is appropriate. The discrepancies noticed on physical verification of inventory as compared to book records were not 10% or more in aggregate for each class of inventory and have been appropriately dealt with in the books of account

b) According to the information and explanation given to us & pursuant to the implementation of Approved Resolution Plan on November 09, 2021, the Company has not been sanctioned working capital limits in excess of Rs. 500.00 Lacs, in aggregate, from banks or financial institutions, based on security of current assets. Accordingly, the requirement to report on clause 3(ii)(b) of the Order is Not Applicable to the Company.

iii. 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 provided any guarantee or security or granted any advances in the nature of loans, secured or unsecured, to companies, firms, limited liability partnership or any other parties during the year. The Company has made investments in companies and granted unsecured loans to companies in earlier years, in respect of which the requisite information is as below. The Company has not made any investments in or granted any loans, secured or unsecured, to firms and limited liability partnership and other parties.

a) Based on the audit procedures carried out by us and as per the information and explanations given to us the Company has made investments and provided loans, as below:

Particulars	Investments	Loans
Aggregate amount granted during the year-
Subsidiaries	NIL	NIL
Others	NIL	NIL
Balance outstanding as at balance sheet date (Net of Provisions)
Subsidiaries	667.04	4,096.39
Others	-	-

b) As informed to us by the Company, in respect of the aforesaid investments and loans, the terms and conditions under which such loans were granted, investments were made are not prejudicial to the Companys interest.

c) As informed to us by the Company, the schedule of repayment of principal and payment of interest has been stipulated and no repayments have become due to the Company.

d) As informed to us by the Company, with respect to the aforesaid loans, there is no amount which is overdue for more than ninety days.

e) As informed to us by the Company, there were no loans which fell due during the year and were renewed or extended. Further, no fresh loans were granted to same parties to settle the existing overdue loans.

f) As informed to us by the Company, no loans were granted during the year, including to related parties under Section 2(76) of the Act, which are repayable on demand or where no schedule for repayment of principal and interest has been stipulated by the Company.

iv. As informed, the Company has complied with the provisions of section 186 of the Act in respect of loans, investments, guarantees and security, as applicable. Further, the Company has not entered into any transaction covered under section 185 of the Act.

v. The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. As informed by the Company, the prescribed accounts and records have been made and maintained.

vii. a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the

year since effective 1 st July, 2017, these statutory dues* have been subsumed into Goods and Services Tax.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Goods and Services Tax, Provident fund, Employees State Insurance, Income-Tax, Duty of Customs, Cess and other statutory dues* have been deposited belatedly by the Company with the appropriate authorities during the year.

According to the information and explanations given to us, no undisputed amounts* payable in respect of Goods and Services Tax, Provident fund, Employees State Insurance, Income-Tax, Duty of Customs, Cess and other statutory dues (excludes statutory dues of the overseas branches) were in arrears as at 31st March, 2024 for a period of more than six months from the date they became payable are mentioned below. Statutory Liabilities (excluding Branches) amounting to Rs. 3,500.00 Lacs will be dealt as per the Resolution Plan.

b) According to the information and explanations given to us, the details of statutory dues which have not been deposited on account of any dispute as on 31st March, 2024 and which are repayable as per Approved Resolution Plan (Refer Note 34 the amount payable is 42% of the below mentioned amounts).

S. N. Name of the Statute	Nature of Dues	Amount (Rs. In Lacs)	Financial year to which the amount relates	Forum where dispute is pending
1 Sales Tax	Tax & Interest	32.68	Various years from 1995-96 to 1998-99	Commercial Tax Tribunal, Cuttack, Odhisha
2 Entry Tax	Tax & Interest	18.86	Various years from 2004-05 to 2005-06	Commercial Tax Appellate Authority, Agra, UP
3 Commercial Tax	Tax & Interest	70.34	2006-07	West Bengal Commercial Tax, Appellate Board, Kolkata
4 Sales Tax	Tax & Interest	81.71	2009-10	Commercial Tax Appellate Authority, Srinagar, J&K
5 Sales Tax	Tax & Interest	103.77	2011-12	Commercial Tax Appellate Authority, Emakulam, Kerela
6 Sales Tax	Tax & Interest	1,650.93	Various years from 2005-06 to 2007-08	Maharashtra Sales Tax Tribunal, Mumbai
7 TDS WCT	Tax & Interest	27,564.58	Various years from 2010-11 to 2014-15	Madras High Court, Chennai
8 Excise	Tax & Interest	1,581.41	Various years from 2010-11 to 2014-15	CESTAT
9 Income Tax	Tax & Interest	1,197.00	Various years upto 2017 18	Income Tax Appellate Tribunal
Total		32,301.28
Contingent Liability @ 42%		13,566.54

The aforesaid details are based solely on the details made available by the Company which could not be independently verified. There are high pitched assessments made under the Income Tax Act, 1961 which are disputed by the Company by filling appeals before appropriate appellate authority. The amounts are not reflected in the above table.

viii. The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

ix. a) According to the information and explanation given to us, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest to any lender during the year.

With regard to the due dates of repayments to various stakeholders during the year, the Company has filed Interlocutory Application before Honble NCLT, Mumbai Bench seeking exclusion of timelines. The Honble NCLt has passed an order in C.P (IB)/1137(MB) 2017 extending the payment timelines till June 11,2024. The Company has represented that the exclusion order to dissenting financial creditors, operational creditors and employees.

b) According to the information and explanations given to us, the Company has not been declared as wilful defaulter by any banks or financial institution or any other lender. Therefore, the provisions of paragraph 3 (ix) (b) of the Order are not applicable to the Company.

c) In our opinion and according to the information and explanations given to us, the Company has not raised any money by way of term loans during the year and did not have any term loans outstanding at the beginning of the current year. Hence, the requirement to report on Clause 3(ix)? of the Order is Not Applicable to the Company.

d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the financial statements of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company

e) According to the information and explanations given to us and based on the documents and records examined by us, the Company has not taken funds from entity or person on account of or to meet the needs of its subsidiaries or joint venture or its associates. Therefore, the provisions of paragraph 3 (xi) (e) of the Order are not applicable to the Company.

f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries. Therefore, the provisions of paragraph 3 (xi) (f) of the Order are not applicable to the Company.

x. a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the reporting under clause 3(x)(a) of the Order is not applicable to the Company.

b) According to the information and explanations given to us and based on the documents and records examined by us, the Company has made preferential placement of shares and share warrants :-

S. N. Name of the Securities	Purpose for which funds were raised	Amount Raised	Amount Utilised for the purpose for which they were raised	Unutilised Balance
1 Equity Shares	Augment long term financial resources of the Company, To meet its working capital, Capital expenditure and other general corporate purposes besides	1,768.80	1,768.80	-
2 Share Warrants		3,291.75	1,716.00	1,575.75

xi. a) According to the information and explanations given to us and based on the documents and records examined by us, we have neither come across any instance of fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

b) 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, a report under Section 143(12) of the Act, in Form ADT-4, as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 was not required to be filed with the Central Government. Accordingly, the reporting under clause 3(xi)(b) of the Order is not applicable to the Company.

c) According to the information and explanations given to us, there are no whistle blower complaints received by the Company during the year

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the reporting under clause 3(xii) of the Order is not applicable to the Company

xiii. According to the information and explanations given to us and based on the documents and records examined by us, we report that all the transactions with related parties are in compliance with section 177 and 188 of the Companies Act. The details of such related party transactions have been disclosed in the financial statements as required under Indian Accounting Standard 24 "Related Party Disclosures" specified under Section 133 of the Act

xiv. a) In our opinion and according to the information and explanation given to us, the Company has an internal audit system

commensurate with the size and nature of its business. b) We have considered the internal audit reports of the Company issued till date for the period under audit.

xv. According to the information and explanations given to us and based on the documents and records examined by us, the Company has not entered non-cash transactions with directors or persons connected with him. Accordingly, the provisions of paragraph 3(xv) of the Order are not applicable to the Company

xvi. a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and accordingly,

provisions Clause (xvi) of Para 3 of the Order are not applicable to the Company.

b) The Company has not conducted any Non-Banking Financial or Housing Finance Activities without obtaining a valid Certificate of Registration (CoR) from the Reserve Bank of India (RBI) as per the RBI Act, 1934

c) The Company is not a Core Investment Company as defined in the regulations made by the RBI. Accordingly, provisions of Clause (xvi)? of Para 3 of the Order are not applicable to the Company

d) According to the information and explanations provided to us during the course of audit, the Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) does not have any CIC.

xvii. The Company has not incurred any cash losses in the financial year or in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year and accordingly, requirement to report on Clause 3(xviii) of the Order is Not Applicable to the Company.

xix. According to the information and explanations given to us and 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 standalone financial statements, 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, (subject to Key Audit Matter and Emphasis of Matter section above), which causes us to believe that any material uncertainty exists as on the date of the audit report 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.

With regard to the due dates of repayments to various stakeholders during the year, the Company has filed Interlocutory Application before Honble NCLT, Mumbai Bench seeking exclusion of timelines. The Honble NCLT has passed an order in C.P (IB)/1137(MB) 2017 extending the payment timelines till June 11,2024. The Company has represented that the exclusion order to dissenting financial creditors, operational creditors and employees.

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. The provisions of Section 135 of the Act is not applicable to the Company and hence, the requirement to report on clause 3(xx) of the Order is not applicable to the Company.

xxi. The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of Standalone Financial Statements. Accordingly, no comment in respect of the said clause has been included in this report.

Annexure B to Independent Auditors Report

Referred to in paragraph 19(g) of the Independent Auditors Report of even date to the members of Jyoti Structures Limited on the

standalone financial statements as of and for the year ended March 31,2024

REPORT ON THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIAL STATEMENTS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE ACT

• We have audited the internal financial controls with reference to standalone financial statements of Jyoti Structures Limited ("the Company") excluding the Branches as of March 31, 2024 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 ("the Guidance Note") 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 Act.

AUDITORS RESPONSIBILITY

• Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing deemed to be prescribed under Section 143(10) of the Act 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 ICAI. 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 with reference to standalone financial statements 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 with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls w ith reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to standalone financial statements, 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 standalone financial statements, whether due to fraud or error.

• 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 with reference to standalone financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO CONSOLIDATED FINANCIAL STATEMENTS

• A Companys internal financial controls with reference to financial statements 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 controls with reference to financial statements 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 WITH REFERENCE TO STANDALONE FINANCIAL STATEMENTS ^•

• Because of the inherent limitations of internal financial controls with reference to standalone financial statements, 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 with reference to standalone financ ial statements to future periods are subject to the risk that the internal financial controls with reference to standalone financial statements 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, the Company in all material respects, an adequate internal financial controls system with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2024, based on the internal control over financial reporting criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note issued by the ICAI.