<dhhead>INDEPENDENTAUDITOR’S REPORT TO THE MEMBERS OF ‘JCT LIMITED’</dhhead>

Opinion

Wehave audited the accompanying financial statements of JCT Limited (the “Company”)which comprise the Balance Sheet as at 31^st March 2022 and the Statement ofProfit and Loss (including Other Comprehensive Income) the Statement of Changes in Equityand the Statement of Cash Flows for the year then ended and notes to the financialstatements including a summary of the significant accounting policies and otherexplanatory information. In our opinion and to the best of our information and accordingto the explanations given to us the aforesaid financial statements give the informationrequired by the Companies Act 2013 (the ‘Act’) in the manner so required andgive a true and fair view in conformity with the accounting principles generally acceptedin India of the state of affairs of the Company as at 31^st March 2022 and itsprofit and total Comprehensive Income its changes in equity and its cash flows for theyear ended on that date.

Basisfor Opinion

Weconducted our audit in accordance with the Standards on Auditing (SAs) specified undersection 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor’s Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our opinion.

KeyAudit Matters

Keyaudit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current year. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report.

InformationOther than the Financial Statements and Auditor’s Report thereon

TheCompany’s Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the Board’sReport including its Annexures and Corporate Governance Report but does not include thefinancial statements and our auditor’s report thereon which is expected to be madeavailable to us after the date of this Auditor’s report.

Ouropinion on the financial statements does not cover other information and we do not expressany form of assurance conclusion thereon.

Inconnection with our audit of the financial statements responsibility is to read the otherinformation identified above when it becomes available and in doing so consider whetherthe other information is materially inconsistent with the financial statements or ourknowledge obtained during the course of our audit or otherwise appears to be materiallymisstated.

Whenwe read the Board’s Report including its annexures and Corporate Governance Reportif we conclude that there is a material misstatement therein we are required tocommunicate the matter to those charged with governance.

Responsibilitiesof Management and Those Charged with Governance for the Financial Statements

TheCompany’s Board of Directors is responsible for the matters stated in Section 134(5)of the Act with respect to the preparation of these financial statements that give a trueand fair view of the financial position financial performance including othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian

AccountingStandards (“Ind AS”) notified under Section

133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended.

Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively ensuring the accuracy and completeness of the accounting recordsrelevant to the preparation and presentation of the financial statements that give a trueand fair view and are free from material misstatement whether due to fraud or error.

Inpreparing the financial statements the Board of Directors responsible for assessing theCompany’s ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless the Boardof Directors either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so. Those Board of Directors are also responsible foroverseeing the Company’s financial reporting process.

Auditor’sResponsibilities for the audit of the Financial Statements

Ourobjectives are to obtain reasonable assurance about whether the financial statements as awhole are free from material misstatement whether due to fraud or error and to issue anauditor’s report that includes our opinion. Reasonable assurance is a high level ofassurance but is not a guarantee that an audit conducted in accordance with SAs willalways detect a material misstatement when it exists. Misstatements can arise from fraudor error and are considered material if individually or in the aggregate they couldreasonably be expected to influence the economic decisions of users taken on the basis ofthese financial statements.

Aspart of an audit in accordance with SAs we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:

-Identifyand assess the risks of material misstatement of the financial statements whether due tofraud or error design and perform audit procedures responsive to those risks and obtainaudit evidence that is sufficient and appropriate to provide a basis for our opinion. Therisk of not detecting a material misstatement resulting from fraud is higher than for oneresulting from error as fraud may involve collusion forgery intentional omissionsmisrepresentations or the override of internal control.

-Obtainan understanding of internal control relevant to the audit in order to design auditprocedures that are appropriate in the circumstances. Under section 143(3) (i) of theCompanies Act 2013 we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

-Evaluatethe appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by management.

-Concludeon the appropriateness of management’s use of the going concern basis of accountingand based on the audit evidence obtained whether a material uncertainty exists relatedto events or conditions that may cast significant doubt on the Company’s ability tocontinue as a going concern. If we conclude that a material uncertainty exists we arerequired to draw attention in our auditor’s report to the related disclosures in thefinancial statements or if such disclosures are inadequate to modify our opinion. Ourconclusions are based on the audit evidence obtained up to the date of our auditor’sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

-Evaluatethe overall presentation structure and content of the financial statements including thedisclosures and whether the financial statements represent the underlying transactionsand events in a manner that achieves fair presentation.

Wecommunicate with those charged with governance regarding among other matters the plannedscope and timing of the audit and significant audit findings including any significantdeficiencies in internal control that we identify during our audit. We also provide thosecharged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence and to communicate with them all relationships andother matters that may reasonably be thought to bear on our independence and whereapplicable related safeguards.

Fromthe matters communicated with those charged with governance we determine those mattersthat were of most significance in the audit of the financial statements of current periodand are therefore the key audit matters. We describe these matters in our auditor’sreport unless law or regulation precludes public disclosure about the matter or when inextremely rare circumstances we determine that a matter should not be communicated in ourreport because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.

Reporton Other Legal and Regulatory Requirements

1.Asrequired by ‘the Companies (Auditor’s Report) Order 2020’ (“the Order”)issued by the Central Government of India in terms of sub-section (11) of Section 143 ofthe Act we give in the Annexure-‘A’ a statement on the mattersspecified in paragraph 3 and 4 of the Order.

2.Asrequired by Section 143(3) of the Act we report that: a. we have sought and obtained allthe information and explanations which to the best of our knowledge and belief werenecessary for the purposes of our audit. b. in our opinion proper books of account asrequired by law have been kept by the Company so far as appears from our examination ofthose books. c. the Balance Sheet the Statement of Profit and Loss (including OtherComprehensive Income) Statement of Changes in Equity and the Statement of Cash Flowsdealt with by this Report are in agreement with the books of account. d. in our opinionthe aforesaid financial statements comply with the Indian Accounting Standards (“IndAS”) notified under Section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended. e. on the basis of the written representationsreceived from the directors and taken on record by the Board of Directors none of thedirectors is disqualified as on 31st March 2022 from being appointed as a director interms of Section 164 (2) of the Act. f. with respect to the adequacy of the internalfinancial controls with reference to financial statements of Company and the operatingeffectiveness of such controls refer to our separate report in Annexure-‘B’;g. In our opinion the remuneration paid by the Company to its Directors is in accordancewith the provisions of Section 197 of the Companies Act 2013; and h. with respect to theother matters to be included in the Auditor’s Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules 2014 as amended in our opinion and to the bestof our information and according to the explanations given to us: i. The Company hasdisclosed the impact of pending litigations on its financial position its financialstatements - Refer note 39.1 to  financialstatements; ii. The Company has not entered into any long-term contracts includingderivative contracts; iii. There has been no amount required to be transferred to theInvestor Education and Protection Fund by the Company. iv. (a)  The Management has represented that to the bestof its knowledge and belief no funds (which are material either individually or in theaggregate) have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person orentity including foreign entity (“Intermediaries”) with the understandingwhether recorded in writing or otherwise that the Intermediary shall whether directlyor indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provideany guarantee security or the like on behalf of the Ultimate Beneficiaries;

(b)  The Management has represented that to the bestof its knowledge and belief no funds (which are material either individually or in theaggregate) have been received by the Company from any person or entity including foreignentity (“Funding Parties”) with the understanding whether recorded in writingor otherwise that the Company shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party (“Ultimate

Beneficiaries”)or provide any guarantee security or the like on behalf of the Ultimate

Beneficiaries;

(c)  Based on the audit procedures that have beenconsidered reasonable and appropriate in the circumstances nothing has come to our noticethat has caused us to believe that the representations under sub-clause (i) and (ii) ofRule 11(e) as provided under (a) and (b) above contain any material misstatement. v. Nodividend was declared or paid during the year; hence the said clause is not applicable.

ANNEXURE-‘A’TO THE INDEPENDENT AUDITORS’ REPORT

(Referredto in paragraph 1 under `Report on Other Legal and Regulatory Requirements’ sectionof the independent auditor’s report of even date on the financial statements of JCTLimited for the year ended 31^st March 2022)

(i)In respect of the Company’s Property plant and equipments Intangible assets andRight-of-use assets; a. (A)  The Company hasmaintained proper records showing full particulars including quantitative details andsituation of Property plant and equipment and relevant details of Right-of-use assets.

(B)  The Company has maintained proper records showingfull particulars of the Intangible assets. b. As explained to us the Property plant andequipments and Right-of-use assets are physically verified by the management at reasonableintervals which in our opinion is reasonable having regard to the size of the Companyand nature of its assets. No material discrepancies were noticed on such physicalverification. c. According to the information and explanations given to us and on thebasis of our examination of the records of the Company the title deeds in respect of theland and buildings included in the financial statements under Property plant andequipments (other than buildings where the Company is the lessee and the lease agreementis duly executed in its favour) are held in the name of the Company. d. The Company duringthe year has not revalued any of its Property plant and equipment and Right-of-useassets. e. According to the information and explanations given to us and based on ourexamination of the records of the Company no proceedings have been initiated during theyear or are pending against the Company as at March 31 2022 for holding any benamiproperty under the Benami Transactions (Prohibition) Act 1988 (45 of 1988) and rules madethereunder as amended.

(ii)(a) As explained to us inventories have been physically verified by the management atregular intervals during the year and in our opinion the coverage and procedure of suchverification the management is appropriate having regard to the volume and nature of theinventories held by the Company. The discrepancies noticed on such physical verificationas compared to book records were not material and have been appropriately dealt with inthe books of accounts.

(b)The Company has been sanctioned working capital limits / facilities from banks andfinancial institutions on the basis of security of current assets. The statements filed bythe Company with the banks / financial institutions were generally found to be inagreement with the books of accounts as per our examination of the records.

(iii)(a) and (b) According to the information and explanations given to us and based on ourexamination of the records of the Company during the year the Company has not made anyinvestment or has not provided any loans or provided advances in the nature of loans orstood gauatantee or provided security to any other entity. However the Company is havingthe investments since earlier year/s. Further Corporate guarantee of Rs. 400 lakhs (givenin 1993) towards Equipment Credit Scheme and another of Rs. 3580 lakhs (given in 1998)for the term loan availed by JCT Electronics Ltd. (an erstwhile

AssociateCompany) are outstanding since earlier years as detailed in note 39.2 to the financialstatements. The

Companyhas been legally advised that these guarantees are not sustainable as described in thesaid note. (c) (d) ( e) and (f) As the Company has not granted any loans or advances inthe nature of loans secured or unsecured to companies firms Limited Liability

t;mso-bidi-font-size:8.0pt;font-family:Arial;mso-bidi-font-family:"Times New Roman">Partnershipsor any other parties during the year nor such loans or advances were outstanding sinceearlier year/s reporting under clauses 3(iii)(c) to 3(f) of the Order is not applicable.(iv) According to the information and explanations given to us and on the basis of ourexamination of the records the Company has complied with the provisions of Section 185and 186 of the Act in respect of the loans granted investment made and guarantees andsecurity provided as applicable.

(v)The Company has not accepted any deposit or amounts which are deemed to be deposits. Hencereporting under clause 3(v) of the Order is not applicable.

(vi)Pursuant to the rules made by the Central Government of India the Company is required tomaintain cost records as specified under sub-section (1) of Section 148 of the

Actin respect of its products. We have broadly reviewed the same and are of the opinionthat prima facie the prescribed cost records have been made and maintained. We havehowever not made a detailed examination of the cost records with a view to determinewhether they are accurate or complete.

(vii)In respect of statutory dues:

a.According to the information and explanations given to us and the records of the Companyexamined by us in our opinion the Company is generally regular in depositing undisputedstatutory dues including Goods and Service Tax provident fund employees’ stateinsurance income tax sales-tax service tax duty of customs duty of excise valueadded tax cess and other statutory dues as applicable with the appropriate authoritiesthough there has been a delay in few cases. According to the information and explanationsgiven to us no undisputed amounts payable in respect of the aforesaid dues wereoutstanding as at March 31 2022 for a period of more than six months from the date theybecame payable.

b.According to the information and explanations given to us and the records of the Companyexamined by us the disputed statutory dues aggregating to Rs. 5179.18 lakhs have notbeen deposited on account of matters pending in appeals before appropriate authorities asunder:

(viii)There were no transactions relating to previously unrecorded income that have beensurrendered or disclosed as income during the year in the tax assessments under the IncomeTax Act 1961 (43 of 1961).

(ix)(a)  Based on the audit procedures andaccording to the information and explanations given to us the Company has not defaultedin repayment of loans or other borrowings or in the payment of interest to the lendersfrom whom such loans or borrowings have been borrowed except in the following case ofdefault in the payment of interest:

(b)Based on the audit procedures and according to the information and explanations given tous the Company has not been declared wilful defaulter by any bank or financialinstitution or other lender.

(c)  During the year the Company has availed the termloans of Rs. 1680.84 lakhs from certain existing banks under GECLS 2.0 Extension Loanscheme.

Onan overall examination of the records of the Company the same have been found to beapplied for the purpose for which the same were availed.

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

(e)& (f) The Company has no subsidiary associate or joint venture hence reporting underclauses 3(ix)(e) and 3(ix)(f) of the Order is not applicable.

(x)(a)  The Company has neither raised funds byway of initial public offer nor further public offer (including debt instruments) duringthe year hence reporting under this clause is not applicable.

(b)  During the year the Company has made allotment offurther share capital to one of its lender in terms of the loan agreement as detailed innote 22.1.b. According to the information and explanations given to us and based on ourexamination of the records of the Company the said allotment of share capital has beenmade after complying with the requirements of Section 42 and Section 62 of the CompaniesAct 2013. As the said allotment has been made in lieu of the interest payable under theloan agreement and no cash has been received under it the utilization of the fund for thepurposes for which the funds were raised is not applicable. Further no convertibledebentures (fully partially or optionally convertible) are issued during the year.

(xi)(a)  Based on the audit procedures andaccording to the information and explanations given to us no fraud by the Company or nomaterial fraud on the Company has been noticed or reported during the year.

(b)No report under sub-section (12) of Section

143of the Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Auditand Auditors) Rules 2014 as amended with the Central Government during the year andupto the date of this report.

(c)  According to the information and explanationsgiven to us and based on our examination of the records of the Company no whistle blowercomplaint was received by the Company during the year.

(xii)The Company is not a Nidhi Company hence reporting under clauses 3(xii)(a) to 3(xii)(c)is not applicable. (xiii) According to the information and explanations given to us andbased on our examination of the records of the Company transactions with the relatedparties are in compliance with Section 177 and 188 of the Act where applicable. Thedetails of such transcations have been disclosed in the financial statements as requiredby Ind

AS24 – Related Party Disclosures.

(xiv)(a) In our opinion and based on our examination the Company has an adequate internalaudit system commensurate with the size and the nature of its business.

(b)  We have considered the internal audit reports forthe year under audit issued to the Company during the year in determining the naturetiming and extent of our audit procedures.

(xv)In our opinion and according to the information and explanations given to us the Companyhas not entered into any non-cash transactions with Directors or persons connected withthem.

(xvi)(a) (b) and (c) In our opinion the Company is not required to be registered undersection 45-IA of the Reserve Bank of India Act 1934. Hence reporting under clauses3(xvi) (a) (b) and (c) of the Order is not applicable.

(d)  In our opinion there is no Core InvestmentCompany within the Group (as defined in the Core Investment

Companies(Reserve Bank) Directions 2016) and accordingly reporting under clause 3(xvi)(d) of theOrder is not applicable.

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

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

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

(xx)(a) & (b) During the year no amount was required to be spent towards the CorporateSocial Responsibility as Company has not made average net profits during the threeimmediately preceding financial years. Hence reporting under clause 3(xx) is notapplicable.

ANNEXURE-‘B’TO THE INDEPENDENT AUDITORS’ REPORT

(Referredto in paragraph 2(f) under `Report on Other Legal and Regulatory Requirements’section of the independent auditors’ report of even date on the financial statementsof JCT Limited for the year ended 31^st March 2022) Report on the InternalFinancial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act2013 (“the Act”)

Wehave audited the internal financial controls over financial reporting of JCT Limited (“theCompany”) as of 31^st March 2022 in conjunction with our audit of thefinancial statements of the Company for the year ended on that date.

Management’sResponsibility for Internal Financial Controls

TheBoard of Directors of the Company is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the “Guidance Note on Audit of Internal Financial Controls Over FinancialReporting” (the “Guidance Note”) issued by the Institute of CharteredAccountants of India (“ICAI”). These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business includingadherence to company’s policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information as required under the Act.

Auditor’sResponsibility

Ourresponsibility is to express an opinion on the Company’s internal financial controlsover financial reporting based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting (the ‘GuidanceNote’) and the Standards on Auditing issued by the Institute of CharteredAccountants of India and deemed to be prescribed under section 143(10) of the Act to theextent applicable to an audit of internal financial controls both applicable to an auditof Internal Financial Controls and both issued by the Institute of Chartered Accountantsof India. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

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

Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company’s internal financial controls systemover financial reporting.

Meaningof Internal Financial Controls Over Financial Reporting

Acompany’s internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company’s internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the Company are being made only in accordance with authorisations ofmanagement and Directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of theCompany’s assets that could have a material effect on the financial statements.

InherentLimitations of Internal Financial Controls Over Financial Reporting

Becauseof the inherent limitations of internal financial controls over financial reportingincluding the possibility of collusion or improper management override of controlsmaterial misstatements due to error or fraud may occur and not be detected. Alsoprojections of any evaluation of the internal financial controls over financial reportingto future periods are subject to the risk that the internal financial control overfinancial reporting may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.

Opinion

Inour opinion to the best of our information and according to the explanations given to usthe Company has in all material respects adequate internal financial controls withreference to financial statements and such internal financial controls with reference tofinancial statements were operating effectively as at 31^st March 2022 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.