We have audited the accompanying Standalone Quarterly /Annual Ind AS Financial Statementsof BEML LAND ASSETS LTD ("the Company -BLAL"), which comprise the standalone BalanceSheet as at March 31,2025, Statement of Profit and Loss and the Statement of Cash Flows forthe year then ended, and notes to the Indian Accounting Standards ("Ind AS") FinancialStatements, including a summary of significant accounting policies and other explanatoryinformation for the Quarter/year ended March 31 2025.
In our opinion and to the best of our information and according to the explanations given tous, subject to the significance of the matter discussed in the Emphasis of Matter the aforesaidInd AS Financial Statements give the information required by the Companies Act, 2013 ("theAct") in the manner so required and give a true and fair view in conformity with the Ind ASprescribed under section 133 read with the Companies (Indian Accounting Standards) Rules,2015 as amended, ("Ind AS") and other accounting principles generally accepted in India, of thestate of affairs of the Company as at 31st March, 2025 and its Loss and its cash flows for theyear ended on that date.
Emphasis of Matter:
Fair Valuation of Investment Property
We draw attention to Land & Buildings where they have been carried as Investment propertyas per Ind AS-40. Cost model has been adopted for valuation of Investment properties underInd AS-40. The fair value of the property is Rs. 2,32,537 Lakhs as per the report of a certifiedvaluer Dt 22 Oct 2022.
In line with the disclosure requirements under Ind AS-40 Standard and as per the AccountingPolicy no 2.2 requires all entities to measure the fair value of investment property for thepurpose of disclosure even though they are required to follow the cost model. However, as perpara 53 of Ind AS-40, in exceptional cases, if the fair value of the investment property is notreliably measurable on a continuing basis, the entity shall make the disclosures required byparagraph 79(e) that the reason why the fair value cannot be measured reliably.
The Company has not initiated valuation of assets on Fair Value basis for current period 2024¬25. The Management has responded that the registration of various property is under progressand after completion of the registration, the valuation process will be initiated.
We conducted our audit in accordance with the Standards on Auditing ("SAs") specified u/s 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors'Responsibilities for the Audit of the Ind AS Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India together with the ethical requirements that are relevant to ouraudit of the Ind AS Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgment, were of mostsignificance in our audit of the Standalone Ind AS financial statements for the financial yearended March 31,2025. These matters were addressed in the context of our audit of the Ind ASfinancial statements as a whole, and in forming our opinion thereon, and we do not provide aseparate opinion on these matters.
We have determined the matters described below to be the key audit matters to becommunicated in our report. We have fulfilled the responsibilities described in the Auditor'sresponsibilities for the audit of the Ind AS financial statements section of our report, includingin relation to these matters.
Accordingly, our audit included the performance of procedures designed to respond to ourassessment of the risks of material misstatement of the Ind AS financial statements. The resultsof our audit procedures, including the procedures performed to address the matters below,provide the basis for our audit opinion on the accompanying Ind AS financial statements.
We draw attention to the following points:
Non-Recognition of Deferred Tax Asset
A deferred tax asset shall be recognised for the carry forward of unused tax losses and unusedtax credits to the extent that it is probable that future taxable profit will be available againstwhich the unused tax losses and unused tax credits can be utilised.
The existence of unused tax losses is strong evidence that future taxable profit may not beavailable. Therefore, when an entity has a history of recent losses, the entity recognises adeferred tax asset arising from unused tax losses or tax credits only to the extent that the entityhas sufficient taxable temporary differences or there is convincing other evidence that sufficienttaxable profit will be available against which the unused tax losses or unused tax credits can beutilised by the entity.
Since there is no convincing evidence that sufficient future taxable profit will be availableDeferred Tax asset is not recognised in the Financial Statements.
Other Matters:
Non-Compliance with Provisions of the Companies Act, 2013 and SEBI (LODR), Regulations2015:
1. As per 2nd proviso to Sec 149(1) of the Companies Act 2013 and Rule 3 of the Companies(Appointment and Qualification of Directors) Rules 2014, the Company was required to appoint
One Woman Director. The Company being a Government Company, appointments of Womenor Independent Directors are made based on the Orders issued by the Government of Indiathrough the Ministry of Defence. The Company has requested Government of India to issuenecessary order for appointment of Woman Independent Director and response from theGovernment of India is awaited.
2. As per Sec 149 (4) of the Companies Act 2013 read with Regulations 17(1)(a) and 17(1 )(b)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, every ListedPublic Company, whose Chairperson is an executive Chairperson, shall consist of 50% of thetotal strength of the Board as Independent Directors/Non-Executive Directors, the aforesaidrequirement has not been met by the Company during the financial year 2024-25.
3. During the Financial Year 2024-25, the Company has not constituted the Audit Committee,Nomination and Remuneration Committee and Stakeholders Relationship Committee as perRegulation 18, 19 & 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 and Sec 177 & 178 of the Companies Act, 2013. However, one independent director wasappointed on 17.04.2025and accordingly an Audit Committee, Nomination and RemunerationCommittee and Stakeholders Relationship Committee were constituted during the FY2025-26.Requirement of two independent directors on the audit committee is not met as per theCompanies Act and SEBI listing regulations.
4. Penalty for Non-compliance: Stock Exchanges
The Company has been in non-compliance with certain provisions of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 during the financial years 2023¬24 and 2024-25. For the financial year 2023-24, the Company was non-compliant withRegulations 17 to 20 and 33, and for the financial year 2024-25, the Company continued to benon-compliant with Regulations 17 to 20.
In respect of the above non-compliances, Stock Exchanges have imposed penalties amountingto ' 95.77 lakhs (including GST) for FY 2023-24 and ' 95.70 lakhs (including GST) for FY 2024¬25, aggregating to '191.47 lakhs as on March 31, 2025 (including an estimate for the fourthquarter of FY 2024-25).
It has also been informed that the penalty is expected to continue for upcoming quarters untilthree Independent Directors, including one Woman Director, are appointed by the Ministry onthe Board of BEML Land Assets Limited. In respect of penalty so imposed, the Company hasbeen submitting applications periodically to BSE & NSE seeking wavier of fines and reply isawaited. Further, Company has written letters to Ministry of Defence to take necessary actionfor the appointment of requisite number of Executive Directors and Independent Directorsincluding woman director on Board for ensuring compliance. Regulation 102 of SEBI (LODR)provides for relaxation of penalty charges if SEBI is satisfied that the non-compliance is causeddue to factors affecting a class of entities but being beyond the control of these entities.
5.Rental Income is not recognised for properties utilized by BEML Ltd.
As a part of strategic disinvestment of BEML and the scheme of arrangement approved byMinistry of Corporate Affairs, the identified surplus/ non-core assets of BEML have beendemerged from BEML to BEML Land Assets Limited (BEML LAND ASSETS LTD). The propertieshave already been transferred in the Books from BEML to BEML LAND ASSETS LTD. However,transfer of title of property is under process. The title transfer of the Bhopal property and DelhiProperty in favour of BLAL was completed on 21/03/2025 and on 08/04/2025 respectively.
BEML Limited has taken in-principle approval for utilizing the BEML LAND ASSETS LTD propertiesby BEML in its 394th Board Meeting held on 23rd March 2023 which was approved by 17thBoard Meeting of BEML Land Assets Ltd. Presently, the above said properties are maintainedby BEML Ltd. It was proposed to continue utilization of the above properties by BEML Ltdinstead of keeping the properties vacant. The 'day to day expenses' viz., repairs andmaintenance, security charges, electricity, water charges etc. is borne by BEML Ltd. During thetenure of usage, BEML will pay the property tax on behalf of BEML LAND ASSETS LTD andaccount the same as a loan to BEML LAND ASSETS LTD.
6.Status of transfer of title of properties to BEML LAND ASSETS LTD from BEML Ltd
The transfer of title from BEML Ltd to BEML Land Assets Ltd is under progress. As per amendedIndian Stamp Act (Section 8G). Stamp duty charges are exempted. All State Governments havegranted exemption from stamp duty. However, Karnataka has granted 50% Stamp dutyexemption which is once again taken up with Government of Karnataka for 100% Stamp dutyexemption.
RelevantLine itemin theBalanceSheet
Description of itemof Property
Carryingvalue (' inlakhs) Grossvalue beforedepreciation
Title
deeds
held in
the
name
of
Whether title deedholder is a promoterdirector or relatives ofdirector or promoter oremployee of thepromoter / director
Property heldsince whichdate
Investment
property
Land Assets atBengaluru,
Mysuru, NewDelhi, Ranchi,Asansol & Bilaspur
646.25
BEML
Limited
No
25th August,2022
Building Assets atBengaluru,Mysuru, , Ranchi,Kolkata, Goa,Mumbai, Chennaiand Kochi
336.68
Bhopal and NewDelhi (as on date)
BLAL
7.Land registration:
It has been reported that out of Land Parcels 401.356 acres at Mysuru as per schedule 1 of theScheme of arrangement identified for Demerger, the unused portion of the Township has beentaken back by KIADB and 302.284 acres have been transferred to BLAL. Further registration ofproperty with respect to Bhopal and Delhi is completed as on 21.3.2025 and 8.4.2025respectively. Further other properties registration is under progress.
Company has not commenced its operations so Reporting on Financial risk management,capital management & CSR are not applicable.
Information Other than the Standalone Ind AS Financial Statements and Auditor's ReportThereon
The Company's Board of Directors is responsible for the preparation of the other information.The other information comprises the information included in the Board's Report includingAnnexures to Board's Report, Management Discussion and Analysis, Business ResponsibilityReport, Corporate Governance and Shareholder's Information, but does not include thestandalone Ind AS financial statements and our auditor's report thereon.
Our opinion on the standalone Ind AS financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone Ind AS financial statements, our responsibilityis to read the other information and, in doing so, consider whether the other information ismaterially inconsistent with the standalone Ind AS financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated. If,based on the work we have performed, we conclude that there is a material misstatement ofthis other information, we are required to report that fact.
Responsibilities of Management and Those Charged with Governance for the Standalone IndAS Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind ASfinancial statements that give a true and fair view of the financial position, financialperformance, changes in equity and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including the Indian Accounting Standards(Ind AS) specified under Section 133 of the Act, read with Companies (Indian AccountingStandards) Rules, 2015 (as amended). This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding the assets ofthe Company and for preventing and detecting 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 controls, that were operating effectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation and presentation of the standalone Ind
AS financial statements that give a true and fair view and are free from material misstatement,whether due to fraud or error.
In preparing the standalone Ind AS financial statements the Board of Directors is responsiblefor assessing the Company's ability to continue as a going concern, disclosure, as applicable,matters relating to going concern and using the going concern basis of accounting unless theBoard of Directors either intends to liquidate the company or cease operations or has no realisticalternative but to do so.
The Board of Directors are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements Ourobjectives are to obtain reasonable assurance about whether the standalone Ind AS financialstatements as a whole are free from material misstatement, whether due to fraud or error, andto issue an auditor's report that includes our opinion. Reasonable assurance is a high levelassurance, but is not a guarantee that an audit conducted in accordance with SAS will alwaysdetect a material misstatement when it exists. Misstatements can arise from fraud or error andare considered material if, individually or in the aggregate, they could reasonably be expectedto influence the economic decisions of users taken on the basis of these standalone Ind ASfinancial statements.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by theCentral Government in terms of Section 143(11) of the Act, we give in "Annexure A" astatement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section143(3) of the Act, based on our audit we report that
a) We have sought and obtained all the information and explanations which to the best ofour 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 it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other ComprehensiveIncome, the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Indian Accountingstandards specified under section 133 of the Act, read with rule 7 of the Companies(Accounts) Rules, 2014;
e) As per notification No.GSR 463(F) dated 5th June 2015 issued by MCA, Government ofIndia, provisions of section 164(2) of the Companies Act, 2013 relating to disqualificationof directors are applicable to the Company, being a Government Company.
f) With respect to the adequacy of the internal financial controls over financial reporting ofthe Company and the operating effectiveness of such controls, refer to our separateReporting "Annexure B". Our report expresses an unmodified opinion on the adequacyand operating effectiveness of the Company's internal financial controls over financialreporting.
g) With respect to the other matters to be included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in ouropinion and to the best of our information and according to the explanations given to us:
i. The Company has following pending litigations with respect to the assets transferredfrom BEML as confirmed by the Legal Team:
Sl No
Reference Number
Issue
Pending Before
1
RFA 1117/2013 Ramaiah vs.Bayyamma & Others
Title dispute
High Court ofKarnataka
2
WP.58481/2015 Vijayaraj K.Bvs State of Karnataka & Ors
Sought relief from the StateGovernment
3
WP.8279/2018 Jayaram vsState of Karnataka & Ors
4
MA 28/2006 BEML vs BCCAsst. Revenue Officer
Excess property tax levied byBCC and challenged byBEML.
City Civil CourtBengaluru
Impact on financial position- we do not have legal opinion to assess the impact onfinancial position.
ii. The Company did not have any long-term contracts including derivative contracts for whichthere were any materials for useable losses.
iii. There were no amounts which were required to be transferred to the Investor Education andProtection Fund by the Company.
iv. (a) 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 advanced or loaned orinvested (either from borrowed funds or share premium or any other sources or kind of funds)by the Company to or in any other person(s) or entity (ies), including foreign entities (the"Intermediaries"), with the understanding, whether recorded in writing or otherwise, that theIntermediary shall, directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the Company (the "Ultimate Beneficiaries of fundsadvanced, loaned or investment") or provide any guarantee, security or the like on behalf ofthe Ultimate Beneficiaries of funds advanced, loaned or invested.
(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 Companyfrom any person(s) or entity (ies), including foreign entities (the "Funding Parties"), with theunderstanding, whether recorded in writing or otherwise, that the Company shall, directly orindirectly, lend or invest in other persons or entities identified in any manner whatsoever by oron behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security orthe like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures that has been considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that therepresentations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above,contain any material misstatement.
v. The Company has not proposed, declared or paid any interim or final dividend during theyear.
For N.Tatia & Associates
Chartered Accountants
Firm Registration Number: 011067S
Sd/-
Nidhi Tatia
Partner
Membership No.: FCA 061355
Place: BENGALURU
UDIN No-25061355BMIXQP4810
Date: 30-04-2025Place- Bengaluru