We have audited the accompanying Standalone Financial Statements of JALAN TRANSOLUTIONS
INDIA LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement
of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the
Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting
policies and other explanatory information (hereinafter referred to as “the Standalone Financial
Statements”).

In our opinion and to the best of our information and according to the explanations given to us, except for
the possible effect of matter described in the basis for qualified opinion section of our report, the aforesaid
Standalone Financial Statements give the information required by the Companies Act, 2013 (“the Act”)
in the manner so required and give a true and fair view in conformity with the Indian Accounting
Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2024, the loss and total comprehensive income, changes in
equity and its cash flows for the year ended on that date.

Basis for qualified opinion

a. Material uncertainty relating to going concern, in respect of preparation of financial statements of
the company on going concern basis. The company has negative net worth of Rs. 4003.02 Lakhs
and current liabilities exceeds current assets by aggregating Rs. 2752.06 Lakhs. As stated in Note
14 of the Financial Statement, The OTS scheme which was approved by Union bank in the Year
2021-2022 on 4th February 2022 has been cancelled by the Union Bank of India in January 2023
due to non-payment of Rs. 8.71 Crore due till December 2022. Therefore, The Loan waiver of Rs.
1287.93 Lakhs which has been credited to profit & Loss Account in the year 2021-2022 has been
reversed in current financial year 2022-2023. Company has provided interest Rs. 50.57 Lakhs on
30th September 2022 in the books as per the terms of OTS Scheme, The Same has reversed on
account of cancellation of OTS Scheme. The company has not provided any interest since long and
interest will be provided at the time of payment/ final settlement of loan. These conditions indicate
the existence of material uncertainty that may cast significant doubt on the company’s ability to
continue as going concern and therefore the company may be unable to realize its assets and
discharge its liabilities in the normal course of the business. We are unable to determine as to
whether any adjustment that would have been necessary and required to be made in respect of trade
receivables, trade payables, borrowings, Current liabilities, loans and advances and contingent
liabilities as at 31st March 2024 and in respect of corresponding possible impact of such items and
associated elements on the statement for the year ended on that date. Accordingly, we are unable
to comment on the consequential impact, if any on the accompanying standalone financial
statements.

b. In respect of Property, Plant & Equipment to the Standalone financial statements, physical
inspection was not conducted by any technical personnel and the fair value report of gross fixed

assets of Rs. 1975.31 Lakhs for Tangible Assets as at March 31,2024 is not made available. Also,
ownership proof of tangible assets has not been provided. The said assets are not tested for of
impairment and hence no provision for impairment has been made. In absence of any alternative
corroborative evidence, we are unable to comment on the recoverability and ownership of the same.

c. Based on our examination which included test checks, the Company has not used accounting
software for maintaining its books of account which has a feature of recording audit trail (edit log)
facility

d. the Company has not established its internal financial control with reference to Financial
Statements on criteria based on or considering the essential components of internal control stated
in the Guidance Note.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India
(“ICAI”) together with the ethical requirements that are relevant to our audit of the financial statements
under the provisions of the Companies Act, 2013 and the Rules made thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We
believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our
qualified opinion.

Emphasis of Matter

1. The Bank has been initiated recovery through sale of seized assets but no communication has been
received/ provided to us. Further no confirmation of loan stated on balance sheet date has been
provided to us. Therefore, we are unable to comment on the consequential impact, if any on the
accompanying standalone financial statements.

2. We draw your attention to Note No. 37 of the Financial Statements, balances of "Trade
Receivables", "Trade Payables", "Borrowings"," Advances from Customers", and “Advances
Recoverable in Cash or Kind" etc. includes balances remaining outstanding for a substantial period.
The balances are subject to confirmations and reconciliation. The reported Financials might have
consequential impact which remains unascertained.

3. Company is continuously defaulting in payment of loans and advances. All the Bank Facilities of
the companies has been blocked during the year, Director’s personal bank account and group
companies account has been used to fulfill company’s working fund requirements.

4. Substantial amount of statutory dues amounting to Rs. 130.46 Lakhs has become overdue and
remain unpaid outstanding more than a year. Interest has been, penalty if any in respect of the
defaults of statutory dues has remained unascertained and unaccounted for.

5. We draw your attention to Note No. 3 of the Financial Statement, Company has disposed off 11
trucks in the year 2023-2024 where the company does not have ownership and can significantly
influence on its operating revenue.

Our opinion is not modified in respect of the matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the standalone financial statements of the current period. These matters were addressed in the
context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters. We have determined the matters described below
to be the key audit matters to be communicated in our report.

Other Information

The company’s management and board of directors are responsible for the other information. The other
information comprises the information included in the Company’s annual report, but does not include the
financial statement and our auditors report thereon.

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

In connection with our audit of the financial statement, our responsibility is to read the other information
and, in doing is to read the other information and, in doing so. Consider whether the other information is
materially inconsistent with the financial statement 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 the other information, we are required to report that fact. We have nothing to
report in this regard.

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

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies
Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair
view of the financial position, financial performance including other comprehensive income, changes in
equity and cash flows of the Company in accordance with the Ind AS and other accounting principles
generally accepted in India, including the accounting Standards specified under section 133 of the Act. This
responsibility also includes maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the financial statements that give a true and fair
view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the company’s financial reporting process.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 financial statements.

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 financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 Companies Act, 2013, we are also
responsible for expressing our opinion on whether the company has adequate internal financial controls
system 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 management.

Conclude on the appropriateness of management’s 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 Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures
in the 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’s report. However, future events or
conditions may cause the Company to cease to continue as a going concern

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

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the financial
statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any
identified misstatements in the financial statements.

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.

From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.

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 of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, 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. Except for the possible effect of the matter described in the basis for qualified opinion section of
our report, 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. Except for the possible effect of the matter described in the basis for qualified opinion section of
our report, 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 (including other comprehensive income), the
statement of changes in equity and the Cash Flow Statement dealt with by this Report are in
agreement with the books of account.

d. Except for the possible effect of the matter described in the basis for qualified opinion section of
our report, In our opinion, the aforesaid financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. The matter described in the basis for qualified opinion section of our report, may have adverse
effect on the functioning of the company.

f. On the basis of the written representations received from the directors as on 31 st March, 2024 taken
on record by the Board of Directors, 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.

g. With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in
“Annexure B”.

h. With respect to the other matters to be included in the Auditor’s Report in accordance 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 explanations given to us, there is no
remuneration paid by the Company to its directors during the year.

i. With respect to the other matters to be included in the Auditor’s 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:

a. The Company has disclosed the impact of pending litigations on the financial position in
the Standalone Financial Statements. Refer Note 33 to its standalone financial statements.

b. The Company has made provision, as required under the applicable law or accounting
standards, for material foreseeable losses, if any, on long term contracts including
derivative contracts.

c. There are no amounts outstanding which has to be transferred to Investor Education and
Protection Fund by the company.

d.

i. 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 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;

ii. 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;

iii. 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

e. The company has not proposed and declared any dividend in previous year as well as
current year.

f. Based on our examination which included test checks, the Company has not used
accounting software for maintaining its books of account which has a feature of recording
audit trail (edit log) facility.

Yours Very Truly

ASTHA AGRAWAL & ASSOCIATES

CHARTERED ACCOUNTANTS
ICAI FRN: 027751C

Sd/-

CA. ASTHA AGRAWAL
PROPRIETOR
MEMBERSHIP NO. 438484
UDIN: 2443 8484B KFNHT5897
Place: Delhi
Date: 28/05/2024