Tayo Rolls Ltd Auditor Reports

(pursuant to the Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, as amended.

To The Resolution Professional/ Board of Directors of TAYO Rolls Limited Report on the Audit of the Standalone Financial Statements Qualified Opinion

We have audited the accompanying standalone financial Results of Tayo Rolls Limited ("the Company") for the quarter ended 31st March, 2024 and for the period from 1st April, 2023 to 31st March, 2024 ("the statement") being submitted by the Company pursuant to requirements of Regulation 33 of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 as amended including relevant circulars issued by the Securities and Exchange Board of India (SEBI) from time to time. This statement is the responsibility of the Companys management and has been approved by Resolution Professional. Our responsibility is to express a conclusion on these financial statements based on our review.

In our opinion and to the best of our information and according to the explanations given to us except for the matters described in Basis for Qualified Opinion, the said standalone IND AS financial results:

i. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and

i i. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards prescribed under section 133 of the Companies Act, 2013 ("the Act") and other accounting principles generally accepted in India, of the net loss and other comprehensive income and other financial information of the Company for the quarter ended 31st March, 2024 as well as the year-to-date results for the period from 1st April, 2023 to 31st March, 2024.

Basis for Qualified Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Companies Act, 2013 (the ‘Act). Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Results 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 (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial results 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 we have obtained is sufficient and appropriate to provide a basis for our qualified opinion on the standalone IND AS financial results.

We draw attention to the matters described below, the effect of which, individually or in aggregate, are material and pervasive to the Standalone Ind AS financial results and matters where we are unable to obtain sufficient and appropriate audit evidence. The effects of matters so described which could be reasonably determined and quantified are given therein. Our opinion is qualified in respect of these matters:

1. As required by Standards on Auditing (SAs) we could not carry out physical verification of inventories or fixed assets. Accordingly, we could not obtain sufficient and appropriate audit evidence for adequacy and reasonableness of management estimates for value of various assets as recorded in the books as on 31st March, 2024. These matters can have material and pervasive impact on the financial statement considering the fact that the company has not been in operation since September 2016. Consequential impact, if any, of matters described below, on recognition of certain components in financial statement including its presentation/disclosure is currently not ascertainable. Certain such matters pertaining to major elements of financial statements are mentioned below:

a. Pending CIRP, the company has not carried out impairment testing of tangible assets in its entirety as at the balance sheet date. Basis the information and explanation provided to us, RP had carried out the physical verification of assets and also got the valuation done once through registered valuer on 4th July, 2019.

However, no accounting impact was given based on the outcome of the valuation and physical verification pending CIRP.

b. Pending CIRP, the company has not carried out physical verification of its assets in its entirety as at the balance sheet date.

2. As required by IND AS-21- The effects of changes in Foreign Exchange Rates, foreign currency monetary amounts should be reported using the closing rate. However, the financial liabilities of USD 3 lakh have not been reported using the closing rate.

3. As per IND AS -36- Impairment of Assets, at each reporting date the entity should test whether there is any indication of any impairment of an asset. The accounting effect is to be given in the financial statements due to the impairment of the assets. The company has not done the impairment testing during the period ended 31st March, 2024.

4. As per IND AS -19- Employee Benefits, the company is required to go through the actuarial valuation of defined benefit obligation or fair value of any related plan assets and the accounting effect of actuarial gains and losses is required to be given in the financial statements. Since inception of CIRP, the company has not done any actuarial valuation.

5. As per IND AS-107, 109, 32, 36, 16- Fair Value of assets and liabilities is to be determined at each reporting date or the circumstances as mentioned in those standards. For the fair valuation of assets and liabilities, the fair value is to be calculated as per IND AS -113-Fair Value measurement. Since inception of CIRP, the company has not done the fair valuation of assets and liabilities in the financial statements during the current financial year.

6. Material uncertainty related to Going Concern

We refer to Note f) of SEBI Notes to Financial Statements; the Company is not in operation since September 2016. The net worth of the Company has already been eroded. A resolution plan submitted by JSEB/JBVNL (one of COC members) for restructuring of the company and has been approved by COC and filed with Honorable NCLT Kolkata for its approval which is reserved for order. However, unless the same is approved the position of the company will not undergo a drastic favorable change. Considering, these factors the going concern assumption is not appropriate for preparing the IND AS financial statements and the IND AS financial statements have been prepared other than going concern basis, however, no adjustments have been made to the carrying value of assets and liabilities and their presentation and classification in the Balance Sheet pending CIRP.

Managements Responsibilities for the Standalone Financial Results

These quarterly financial results as well as the year-to-date standalone financial results have been prepared on the basis of the financial statements. The Companys Board of Directors / Resolution Professional are responsible for the preparation of these standalone financial results that give a true and fair view of the financial statements and other financial information in accordance with the accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.

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 results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibilities for the Audit of the Standalone Financial Results

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

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 results, 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 of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors;

• Conclude on the appropriateness of the Board of Directors use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the 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 results 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; and

• Evaluate the overall presentation, structure and content of the standalone financial results, including the disclosures, and whether the standalone financial results represent the underlying transactions and events in a manner that achieves fair presentation.

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.

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, where applicable and 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.

Emphasis of Matter

1. We draw attention to the accompanying Note a) to the audited standalone financial results wherein it has been informed that the Honble National Company Law Tribunal (NCLT), Kolkata Bench admitted the Corporate Insolvency Resolution Process (CIRP) against the Company vide an order dated 5th April, 2019. Pursuant to this order, the powers of the Board of Directors were suspended and were exercisable by Mrs. Vinita Agrawal, the Interim Resolution Professional (IRP) appointed by the NCLT who was consequently confirmed to continue as the Resolution Professional (RP) by the Committee of Creditors (COC). Subsequently, in the fifth meeting of Committee of Creditors (COC) it was unanimously decided to replace Mrs. Vinita Agrawal by Mr. Anish Agarwal as RP which was confirmed by Honble NCLT vide order dated 30th October, 2019.

2. We draw attention to the Note ‘b of the statement wherein it has been informed that Resolution Plan as approved by the Committee of Creditors (COC) on Twelfth meeting of COC held on 21st February, 2020 and on 24th February, 2020 the Application for Approval of Resolution Plan under section 30(6) and section 31(1) of the Insolvency and Bankruptcy Code, 2016 read with regulation 39 of IBBI (Insolvency Resolution Process For Corporate Person) Regulation, 2016 was filed by the Resolution Professional with Honorable NCLT Kolkata for its approval which is reserved for order. We further draw attention to the same note wherein it has been stated that against the certificate proceedings by JSEB/JBVNL for recovery of its dues, the company had challenged the Order dated 12th December, 2015 of the Certificate officer before the Division Bench of the Honorable Jharkhand High Court. On 18th December, 2015, the Division Bench of Honorable Jharkhand High Court passed its Order that "No Coercive Action" shall be initiated against the Company during pendency and final hearing of these Appeals The said appeal which was filed in the year 2013 challenging the applicability of Power Tariff was dismissed by the Honorable Jharkhand High Court by way of LPA on 7th of September, 2022.

3. We draw attention to Note ‘e of the statement wherein it is indicated that the Company has accumulated losses and its net worth has been fully eroded. The Company has incurred a net loss during the current quarter and year ended on 31st March, 2024 and the previous year ended 31st March, 2023. The Companys current liabilities exceeded its current assets as on 31st March, 2024. These conditions along with other matters set forth in Note ‘e, indicate the existence of material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern. Accordingly, the financial results of the Company have not been prepared on a going concern basis for the reasons stated in the said note.

4. We draw attention to the accompanying point ii of Notes e) wherein it has been stated that since the inception of CIRP, the income earned and expenses incurred have been excluded from the Financial Statement as these CIRP expenditures are payable by Resolution Applicant as per Section 30 (2) or in case of liquidation the same will be paid from the liquidation proceeds as per Section 53 of the IBC, 2016.

Further, the corporate debtor has been informed by the Tata Yodogawa Limited Provident Fund Trust that the Trust has incurred accumulated losses of ? 92,32,723/- for the year ended 31st March 2019 to 31st March 2023 due to shortfall in the earnings of the trust. As per the byelaws of the Trust, such loss/shortfall has to be paid by the Company to Trust. However, as the CIRP has commenced since 5th April 2019 and the corresponding expense and liability of the said amount has not been provided for in the books of the company, the said shortfall amount will be paid by the Resolution Applicant on approval of Resolution Plan by Honorable NCLT, Kolkata which is reserved for order.

We did not audit the financial statements of the Tata Yodogawa Provident Fund Trust and have relied on the information and documents provided in relation to the accumulated losses figures as provided above.

5. We draw attention to the accompanying Notes g) and h) wherein it has been stated that the Audited Financial Statements of the Company for the financial years ended 31st March 2020, 31st March 2021,31st March,2022 and 31st March,2023, the reports of the Board of Directors / Resolution Professional and the reports of the Auditors thereon were not approved and passed with the requisite majority of the shareholders in 52nd Annual General Meeting of the Company held on 25th September 2020, the 53rd Annual General Meeting of the Company held on 30th September 2021,54th Annual General Meeting of the company held on 30th Septemebr,2022 and 55th Annual General Meeting of the company held on 14th Septemebr,2023 through Video Conferencing ("VC")/ Other Audio-Visual means ("OAVM; also we continue to be the auditors in terms of section 139(9) and 139(10) of the Companies Act 2013 as no auditor was appointed or re- appointed in the said AGM. Our re-appointment for the financial year 2020-2021,2021- 2022, 2022-2023 and 2023-2024 and our remuneration has been fixed by the Resolution Professional, is in continuation of the resolution passed for the appointment of the Statutory Auditors by CoC in its 6th CoC Meeting held on 28th August, 2019.

Key Audit Matters

Key audit matters are those that, in our professional judgement, were of most significance in our audit of the standalone financial statements of the current year. 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 matters described below to be the key audit matters to be communicated in our report.

1. Employee Cost and benefits

We draw attention to Notes 2.4, 2.9, 17, 25 and 31 relating to Employee Cost and Benefits wherein it has been stated that as the Company is under CIRP, the employees/workers have become members of CoC from 5th April, 2019, and their claims have been appropriately admitted by Resolution Professional. The operations of the company have remained suspended and due to various reasons explained in Note 2.2 the financial statements for the year ended 31 March, 2024, 31 March, 2023, 31 March, 2022 31 March, 2021 and 31 March,2020 have not been prepared on the basis of going concern and hence there is no possibility for providing for wages after 5th April, 2019 which also cannot be included in CIRP cost after the commencement of CIRP under IBC, 2016.

2. Borrowing Cost

We draw attention to Notes 2.8, 16 and 26 relating to Borrowing Cost wherein it has been stated that interest chargeable in normal course of business is 7.00% p.a. on the outstanding unsecured borrowings which represents amounts received and repayable / due to related parties of the Company. However, as the CIRP process has been initiated as referred in Note 2.2 and this amount due is of related party, its priority for payment ranks last as per Waterfall Mechanism in IBC 2016 and is unlikely to be paid in view of non-availability of assets of the company. Accordingly, no interest on the borrowing has been shown in the financial statement for the year ended 31st March, 2024.

Our audit procedures did not reveal any observations of any material differences.

3. Contingent Liability

We further draw attention to Note 33 of the Notes to the Financial Statements wherein it has been disclosed that the Companys contingent liabilities towards the tax authorities, JSEB/JBVNL and others ceased to be contingent in nature after filing and admission of their respective claims by Resolution Professional. After the admission of their claims, they became the members of Committee of Creditors (CoC). However, no effects of such admitted claims have been given to in the financial statements for the year ended 31st March, 2024. Under the standard auditing procedures, we verified the documents relating to this, as provided to us and found the disclosure appropriate. Our audit procedures did not reveal any observations of any material differences.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors/Resolution Professional is responsible for the other information. The other information comprises the information included in the annual report, but does not include the standalone financial statements and our auditors report thereon.

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 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 except the fact that the company has not followed many of its accounting policies as stated under Note 2 of the Notes to the Financial Statements, on account of ongoing CIRP, which have also been, although, appropriately disclosed by the management.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Companys Board of Directors/Resolution Professional are responsible for the preparation of these standalone financial results that give a true and fair view of the financial statements and other financial information in accordance with the accounting principles generally accepted in India including the Indian Accounting Standards prescribed 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 results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is 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/Resolution Professional are also responsible for overseeing the Companys financial reporting process. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2016 (the ‘Order) issued by the Central Government in terms of Section 143(11) of the Act, we give in the 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, 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 Balance Sheet, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account;

d) in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act except as stated in Note 2.1 to the standalone financial statements and as reported under the basis of qualified opinion;

e) on the basis of the written representations received from the directors/resolution professional as on 31st March, 2024 taken on record by the Board of Directors/Resolution Professional, none of the directors is disqualified as on 31st March, 2024 from being appointed as a director in terms of Section 164 (2) of the Act. However, because of the ongoing CIRP, the powers of the Board of Directors are suspended as informed in Note 2.2 to the standalone financial statements.

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

g) 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 Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements (Refer Note 33 to the standalone financial statements);

ii) the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses (Refer Note 34.2 to the standalone financial statements); and

iii) The company has unpaid and unclaimed dividends and matured fixed deposit as at 31st March, 2024 totalling to ? 0.58 lakhs as shown in the table below, which is required to be transferred to the Investor Education and Protection Fund. As informed, the same has not been transferred by the company on account of some disputes. (Refer Notes 12 and 34.3 to the standalone financial statements).

Particulars	Amount in (?) lakh
Unpaid dividends	0.17
Unclaimed dividends	0.30
Unpaid matured fixed deposits	0.11
Total	0.58

iv. (a) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in thenote 2.24 to the Standalone Financial Statements, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and(ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. As the company is undergoing CIRP Process and noting losses in current year and previous years, hence no dividend has been declared by the company.

vi. 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 the same has operated during the year .

Other Matters

1. The annual standalone IND AS financial results include the results for the quarter ended 31st March, 2024 being the balancing figure between audited figures in respect of the full financial year and the published unaudited figures up to the third quarter of the current financial year which were subject to limited review by us.

2. The standalone quarterly and annual financial results dealt with by this report has been prepared for the express purpose of filing with stock exchanges.

For R U B S & CO. Chartered Accountants

FRN: 014560C

Anushka Kriti Singh Partner

Membership No. 316808

UDIN: 24316808BKHKGN6735

Ranchi, 23rd May, 2024

Annexure ‘A to the Independent Auditors Report

(Annexure to the Independent Auditors Report to the Members of Tayo Rolls Limited referred to in paragraph 1 of Report on Other

Legal and Regulatory Requirements of our report of even date)

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

(B) The book value of the Intangible Assets as on the reporting date is NIL.

b) The Company has not done physical verification of its Property, Plant & Equipment during the financial year. However, the Resolution Professional had carried out the physical verification of assets and also got the valuation done once through Registered IBBIs valuer as per IBC, 2016 on 4th July, 2019. However, no accounting impact was given in the financial statements based on the outcome of the valuation and physical verification of fixed assets. (Refer to the basis of qualified opinion of our main report.).

c) According to the information and explanations given to us, the title deeds of immovable properties are in the name of the Company. However, as the company is under CIRP, the Resolution Professional communicated vide letter dated 22.11.2019 to the Key Managerial Personnel to collect the information of the Property, Plant & Equipments of the company and directed to handover all the movable and immovable assets in the possession of Resolution Professional. The Resolution Professional could not take the possession of the factory premises as the factory of the company has no separate access and the same is surrounded by Tata Growth Shop (TGS) whose security is managed by TATA Steel Limited. The RP has physical possession of only Guest House and Registered office of the company which is in Kolkata and Jamshedpur respectively.

(d) The Company has not revalued its Property, Plant and Equipment (including Right-of-use assets) or intangible assets during the year. Accordingly, the reporting under Clause 3(i)(d) of the Order is not applicable to the Company.

(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 Company has not done physical verification of its inventory during the financial year. However, the Resolution

Professional had carried out the physical verification of assets and also got the valuation done once through Registered IBBIs valuer as per IBC, 2016 on 4th July, 2019. However, no accounting impact was given in the financial statements based on the outcome of the valuation and physical verification of fixed assets. (Refer to the basis of qualified opinion of our main report.)

(b) The Company has not been sanctioned any working capital limits at any points of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3(ii)(b) of the Order is not applicable.

(iii) The Company has not made any investments in, companies, firms, Limited Liability Partnerships, and has not granted unsecured loans to other parties, during the year. Accordingly, the Paragraph 3(iii) (a) to (f) of the Order is not applicable to the Company.

(iv) According to the information and explanations given to us, the Company has not granted any loan or given any guarantees or provided any security to the parties covered under Section 185 of the Act. Further, the Company has not made any investment or given any loan or given any guarantee or provided any security within the meaning of Section 186 of the Act. Accordingly, the Paragraph 3(iv) of the Order is not applicable to the Company.

(v) The Company has not accepted any deposits from the public during the year to which the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 and other relevant provisions of the Act and the rules framed thereunder apply.

The company has accepted deposits in past of which ? 0.11 lakh has matured but the same has not been paid.

(vi) The maintenance of cost records has been specified by the Central Government under Section 148(1) of the Act. As informed to us, the Company is not required to maintain the cost records during the financial year ended 31st March, 2024. Although, the Company were required to do so in the earlier periods which being out of our scope and period, have not been examined.

(vii) a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including, income tax, duty of customs, goods and services tax except under RCM payment method for advocate fees, cess and any other statutory dues except provident fund, employees state insurance which have been suspended due to suspension of operations and ongoing CIRP (Refer Note 1 and 2.2 to the standalone financial statements and our observations under paragraph Key Matter of our main report), where applicable, to the appropriate authorities.

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 31,2024 for a period of more than six months from the date they became payable.

b) As on 5th April 2019 (i.e. date of initiation of CIRP), the company had contingent liabilities towards Excise & Service Tax, Sales Tax and Income Tax departments. After the date of commencement of Corporate Insolvency Resolution Process (CIRP), Excise & Service tax and Sales Tax department had filed their claims and on admission of the claim amount they became the members of COC. Such statutory dues which were not deposited on account of dispute and the amount involved and the forum where dispute were pending (Refer Note 33 to the standalone financial statements) and their status thereof is as below:

Particulars	Appealed at	Amount	Admitted amount under CIRP after Claim	Remarks
Excise and Service Tax	Asst. Commissioner & Commissioner Appeals	357.18	281.38	These contingent liabilities existed on the date of commencement of CIRP. However, they became COC members after filing and admitting their claim. Hence, they ceased to be contingent liability.
Sales Tax	Jharkhand Commercial Taxes Tribunal & Jt. Commissioner (Appeals)	803.14	760.31
Income Tax	Commissioner (Appeals) & High Court	180.61	-	These contingent liabilities existed on the date of commencement of CIRP. However, it did not file any claim upon commencement of CIRP. Hence, the liability became untenable and hence ceased to be contingent liability.
Total		1,340.93	1,041.69

(viii) 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) (a) Since the Company is under CIRP, the reporting under clause 3(ix)(a) of the Order is not applicable.

(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(c) The Company has not taken any term loan during the year, hence reporting under clause 3(ix)(c) of the Order is not applicable.

(d) On an overall examination of the financial statements of the Company, it is found that no funds were raised on short-term basis and hence reporting on clause 3(ix)(d) is not applicable.

(e) As the Company does not have any subsidiaries, reporting on clause 3(ix)(e) is not applicable.

(f) The Company has not raised any loans during the year and hence reporting on clause 3(ix)(f) of the Order is not applicable.

(x) 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..

(xi) (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, noticed or reported during the year, nor have we been informed of any such case by the Management.

(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 upto the date of this report.

(c) 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, the Company has not received whistle-blower complaints during the year, hence clause 3(xi)(c) will not be applicable.

(xii) According to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, the Paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us, all the transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable. The relevant details of such related party transactions have been disclosed in the standalone financial statements, etc., as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act. (Refer Note 32 to the standalone financial statements)

(xiv) According to the information and explanations given to us, since the Company is under CIRP and the operations of the company have remained suspended it does not have an Internal audit system. Hence clause 3(xiv) (a) & (b) is not applicable

(xv) According to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him during the year. Accordingly, the Paragraph 3 (xv) of the Order is not applicable to the Company.

(xvi) (a) According to the information and explanations 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 and as per the information provided to us, 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.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, the reporting under Clause 3(xvi)(c) of the Order is not applicable to the Company.

(d) Based on the information and explanations provided by the management of the Company, the Group has six CICs as part of the Group. We have not, however, separately evaluated whether the information provided by the management is accurate and complete.

(xvii) The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

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

(xix) According to the information and explanations given to us, Application for Approval of Resolution Plan under relevant provisions was filed by the Resolution Professional with Honourable NCLT Kolkata for its approval which is reserved for order; which brings material uncertainty on the going concern of the Company. Since going concern assumption is not appropriate for preparing the IND AS financial statements and hence they have been prepared other than going concern basis. Furthermore, the company had contingent liabilities towards Excise & Service Tax, Sales Tax and Income Tax departments which after the date of commencement of CIRP were no longer Contingent as their claims were admitted after they became members of CoC. However, their effects were not considered in the Financial Statements. Also, the Company has an outstanding unsecured borrowing of ?6700 lakhs repayable / due to related party @ 7% per annum which is unlikely to be paid in view of the inadequate availability of the assets of the Company. The net worth of the Company has already been eroded and the Companys current liabilities exceeded its current assets.

(xx) As the company is under CIRP and the operations are suspended, hence the reporting under Clause 3(xx)(a) and (b) 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.

For R U B S & CO. Chartered Accountants

FRN: 014560C

Anushka Kriti Singh Partner

Membership No. 316808

UDIN: 24316808BKHKGN6735

Ranchi, 23rd May, 2024

Annexure ‘B to the Independent Auditors Report

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

Report on the Internal Financial Controls under Section 143(3) (i) of the Companies Act, 2013

We have audited the internal financial controls over financial reporting of Tayo Rolls Limited (the ‘Company) as of 31st March, 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 Companies Act, 2013 (the ‘Act).

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 and the Standards on Auditing, issued by ICAI and 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 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 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 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 the reliability of financial reporting and the preparation of standalone 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 standalone 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/Resolution Professional 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 standalone 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.

Qualified Opinion

In our opinion, to the best of our information and according to the explanations given to us, read together with the basis of qualified report under our main report to the standalone financial statements and our observations under paragraph Emphasis of Matter of our main report, 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 of 31st March, 2024, based on the internal control over financial reporting criteria established by the Company considering the ongoing CIRP and the essential components of internal control stated in the Guidance Note issued by the ICAI except on the following matters:

a. Pending CIRP, the company has not carried out impairment testing of tangible assets in its entirety as at the balance sheet date. Basis the information and explanation provided to us, RP had carried out the physical verification of assets and also got the valuation done once through Registered IBBIs valuer as per IBC, 2016 on 4th July, 2019.

However, no accounting impact was given based on the outcome of the valuation and physical verification pending CIRP.

b. Pending CIRP, the company has not carried out physical verification of its assets in its entirety as at the balance sheet date.

c. As per IND AS-107, 109, 32, 36, 16- Fair Value of assets and liabilities is to be determined at each reporting date or the circumstances as mentioned in those standards. For the fair valuation of assets and liabilities, the fair value is to be calculated as per IND AS -113-Fair Value measurement. Since inception of CIRP, the company has not done the fair valuation of assets and liabilities in the financial statements during the current financial year.

For R U B S & CO.

Chartered Accountants

FRN: 014560C

By the hands of

Anushka Kriti Singh Partner

Membership No. 316808

UDIN: 24316808BKHKGN6735

Ranchi, 23rd May, 2024