Opinion

We have audited the financial statements of JSL Industries Limited ("thecompany") which comprise the Balance Sheet as at 31^st March 2022 theStatement of Profit and Loss (including Other Comprehensive Income) the statement ofchanges in equity and the statement of cash flows and for the year ended on that date andnotes to the financial statements including a summary of significant accounting policiesand other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 ("the act") in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2022 and its profit total comprehensiveincome changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards onAuditing (SAs) specified under section 143(10) of the Companies Act 2013. Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Financial statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India (ICAI) together with the ethical requirements that arerelevant to our audit of the financial statements under the provisions of the CompaniesAct 2013 and the Rules made thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence obtained by us is sufficient and appropriate to provide abasis for our audit opinion on the financial statements.

Key Audit Matters

Key Audit Matters are those matters that in our professional judgement were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon 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.

Information Other than the Financial statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report CorporateGovernance and Shareholder's Information but does not include the financial statementsand our auditor's report thereon. These reports are expected to be made available to usafter the date of this auditor's report.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information identified above when it becomes available and in doing soconsider whether the other information is materially inconsistent with the financialstatements or our knowledge obtained during the course of our audit or otherwise appearsto be materially misstated.

Management's Responsibility for the Financial statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance including other comprehensive income cash flows and changes inequity of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards (Ind AS) prescribed under Section 133 ofthe Act read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting the frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial control that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the financial statements management is 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 managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibility for the Audit of Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable Assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in aggregate they couldreasonably be expected to influence the economic decisions of users taken on the basis ofthese financial statements.

As a part of audit in accordance with SAs we exercise professional judgement andmaintain professional skepticism throughout the audit. We also: l Identify and assess therisks of material misstatement of the financial statements whether due to fraud or errordesign and perform audit procedures responsive to those risks and obtain audit evidencethat is sufficient and appropriate to provide a basis for our opinion. The risk of notdetecting a material misstatement resulting from fraud is higher than for one resultingfrom error as fraud may involve collusion forgery intentional omissionsmisrepresentations or the override of internal control.

l Obtain an understanding of internal control relevant to the audit in order to designaudit procedures 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. l Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates and related disclosures made by management.l Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe 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 auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern. l Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charge with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder 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 bestof 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 theCompany so far as appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome and the Cash Flow Statement dealt with by this Report are in agreement with thebooks of account.

(d) In our opinion the aforesaid financial statements comply with the IndianAccounting Standards (Ind AS) specified under Section 133 of the Act read with relevantrules issued thereunder.

(e) On the basis of written representations received from the directors as on 31^stMarch 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31^st 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 over financial reporting of the Company and the operating effectivenessof such controls refer to our separate report in "Annexure-B".

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.

(h) With respect to the other matters to be included in the Auditor's Report inaccordance with the rule 11 of the Companies (Audit and Auditors) Rules 2014 in ouropinion 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 positionin its financial statements -Refer Note No. 32 to the Financial Statements. ii. TheCompany did not have any long-term contracts including derivatives contracts for whichthere were any material foreseeable losses. iii. There has been no delay in transferringamounts required to be transferred to the Investor Education and Protection Fund by theCompany. iv. The Management has represented that to the best of it's knowledge andbelief other than as disclosed in the notes to the accounts no funds (which are materialeither individually or in the aggregate) have been advanced or loaned or invested (eitherfrom borrowed funds or share premium or any other sources or kind of funds) by the companyto or in any other person(s) or entity(ies) including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of thecompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries; v. The management has represented that tothe best of it's knowledge and belief other than as disclosed in the notes to theaccounts no funds (which are material either individually or in the aggregate) have beenreceived by the company from any person(s) or entity(ies) including foreign entities("Funding Parties") with the understanding whether recorded in writing orotherwise 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 orthe like on behalf of the Ultimate Beneficiaries; vi. Based on audit procedures that havebeen considered reasonable and appropriate in the circumstances nothing has come to ournotice that has caused them to believe that the representations under clause (iv) and (v)contain any material mis-statement. vii. The Company has not declared and paid EquityDividend for the FY 2021-22. The Company declares and pays dividend on the preferenceshares in Indian Rupees.

Dividend proposed by the Board of Directors is subject to approval of the shareholdersat the ensuing Annual General Meeting under Section 123 of Companies Act 2013.

Referred to in Paragraph 1 on Report on Other Legal and Regulatory Requirements of ourreport of even date on the financial statements of the Company for the year ended 31^stMarch 2022

(i) (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of Property Plant and Equipment (PPE).

(b) These fixed assets have been physically verified by the Management during the yearas per the phased programme of physical verification of fixed assets. As informed to usthe programme is such that all the fixed assets will get physically verified three yeartime. In our opinion that is reasonable having regards to the size of the Company and thenature of its fixed assets. No material discrepancies were noticed on such verification.

(c) The title deeds of immovable properties are held in the name of company.

In respect of immovable properties of land and buildings that have been taken on leaseand disclosed as property plant and equipment in the financial statements the leaseagreements are in the name of the Company where the Company is the lessee in theagreement.

(d) The company has not revalued its Property Plantand Equipment (including Right ofUse assets) or intangible assets or both during the year.

(e) No proceedings have been initiated during the year or are pending against theCompany as at March 31 2022 for holding any benami property under the Benami Transactions(Prohibition) Act 1988 and rules made thereunder.

(ii) (a) The inventories have been physically verified by the Management at regularinterval during the year. In our opinion the frequency of the verification is reasonable.During the period covered under audit no material discrepancies has been noticed onphysical verification of inventory as compared to the book records.

(b) The company has been sanctioned working capital limits in excess of five crorerupees in aggregate from banks on the basis of security of current assets. QuarterlyStatements filed by the company with such banks are in agreement with the books of accountof the Company.

(iii) During the year The Company has not made investments in not provided anyguarantee or security or granted any loans or advances in the nature of loans (exceptemployee advances) secured or unsecured to companies firms Limited LiabilityPartnerships or any other parties Therefore the requirements of sub-clause (a) (b) (c)(d) (e) and (f) of clause (iii) are not applicable to the Company.

(iv) During the year the company has not given loans investments guarantees andsecurity under provision of section 185 and 186 of the Companies Act 2013. Therefore therequirements of clause (iv) is not applicable to the Company.

(v) The Company has not accepted any deposits including deemed deposits during theyear.

Therefore the provisions clause (v) of the Order is not applicable to the Company.

(vi) The maintenance of cost records has not been specified by the Central Governmentunder sub section (1) of section 148 of the Companies Act 2013 and therefore theprovisions of clause (vi) of the Order are not applicable to the Company.

(vii) (a) The company is generally regular in depositing undisputed statutory duesincluding Goods and Services TaxProvident Fund Income-Tax Sales Tax Service Tax Dutyof Custom Duty of Excise Value Added Tax Cess and other statutory dues applicable to itwith the appropriate authority. Employees' State Insurance is not applicable to theCompany.

(b) Details of dues of Income Tax Service Tax and Duty of Excise which have not beendeposited as at 31^st March 2022 on account of dispute are given below :

(viii) There is no transactions of unrecorded income surrendered or disclosed duringthe year. Therefore the requirements of clause (viii) is not applicable to the Company.

(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or inthepayment of interest thereon to any lender. The Company has not obtained any borrowingsby way of debentures.

(b) The Company is not a declared willful defaulter by any bank or financialinstitutions or other lender (c) Company has not taken any Term Loans during the year.

(d) No funds raised on short term basis have been utilized for long term purposesduring the year.

(e) The Company does not have any subsidiaries joint ventures or associate companieshence reporting under this clause is not applicable to the Company.

(f) The Company does not have any subsidiaries joint ventures or associate companieshence reporting under this clause is not applicable to the Company.

(x) (a) No moneys were raised by way of initial public offer or further public offer(including debt instruments) during the year.

(b) The Company has not made any preferential allotment or private placement of sharesor convertible debentures (fully partially or optionally convertible) during the year.

(xi) (a) Any fraud by the Company or any fraud on the Company has not been noticed orreported during the year.

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

(c) We have been informed that no whistle-blower complaints received during the yearbythe company.

(xii) The Company is not a Nidhi Company and therefore the compliance requirementrelevant to a Nidhi Company are not applicable.

(xiii) All transactions with the related parties are in compliance with sections 177and 188 of Companies Act 2013 where applicable and the details have been disclosed in theFinancial Statements etc. as required by the applicable accounting standards;

(xiv) (a) In our opinion and according to the information and explanations given to usthere is an adequate internal control system commensurate with the size of the Company andthe nature of its business.

(b) We have considered the reports of Internal Auditor for the period under audit.

(xv) Pursuant to the provision of section 192 of the Companies Act 2013 the companyhas not entered into any non-cash transactions with directors or persons connected withhim or her.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934 (2 of 1934). Therefore sub clause (b) (c) and (d) of clause (xvi)is not applicable to the Company.

(xvii) The Company has not incurred cash losses in the financial year and in theimmediately preceding financial year.

(xviii) There is no such case of resignation of statutory auditors hence the clause isnot applicable.

(xix) On the basis of the financial ratios ageing and expected dates of realisation offinancial assets and payment of financial liabilities other information accompanying thefinancial statements and our knowledge of the Board of Directors and Management plans weare of the opinion that no material uncertainty exists as on the date of the audit reportthat and the company is capable of meeting its liabilities existing at the date of balancesheet as and when they fall due within a period of one year from the balance sheet date.

We however state that this is not an assurance as to the future viability of theCompany. We further state that our reporting is based on the facts up to the date of theaudit report and we neither give any guarantee nor any assurance that all liabilitiesfalling due within a period of one year from the balance sheet date will get dischargedby the Company as and when they fall due.

(xx) CSR Provisions under section 135 are not applicable to Company as the Company isnot having networth of Rupees five hundred crores or more or Turnover of Rupees onethousand crores or more or net profit of Rupees five crores or more. Therefore therequirements of subclause (a) and (b) of clause (xx) are not applicable to the Company.

(xxi) Since the company is not required to prepare consolidated financial statement.Therefore this clause is not applicable to the Company.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of JSLIndustries Limited ("the Company") as of March 31 2022 in conjunction with ouraudit of the Ind AS financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management 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 Financial Reportingissued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. 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.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company'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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2022 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.