Innovative Tyres & Tubes Ltd. இன் முடிவுகள்

Mar 31, 2025

Innovative Tyres and Tubes Limited

Report on the Audit of the Financial Statements Qualified

Opinion

We have audited the accompanying financial statements of Innovative Tyres and Tubes Limited (“the Company”), which comprise the Balance Sheet as at March 31,2025, the Statement of Profit and Loss and the Statement of Cash Flows for the year then ended, and notes to the financial statements including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the Basis for Qualified Opinion section of our report, the aforesaid 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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, its loss and its cash flows for the year ended on that date.

Basis for Qualified Opinion

(a) The Company has accepted advances for the supply of goods from 13 parties amounts to Rs 49.27 Lakhs but such advance has not been appropriated against supply of goods within a period of three hundred and sixty-five days from the date of acceptance of such advances which is a contravention of Section 73 of the Companies Act, 2013.

(b) The Company has reversed Input Tax Credit of Rs 28.98 lakhs in the books of accounts due to non-payment of creditors for more than 180 days. However, the said GST input tax credit has not been reversed on the GST portal. To that extent, there exists a difference between the GST balance as per Books and GST balance as per GST portal;

(c) We have not been provided with Balance Confirmations of Major Debtors and Creditors. We have performed substantive procedures. However, Balances of Debtors and Creditors including Advances from customer and Advances to Suppliers are subject to reconciliation/ confirmation from parties.

(d) The Company has made export sales of Rs 69.24 Lacs to a Party which has not realized within 9 months of the date of export. The company has not applied to AD Bank for extension of the time limit of export realization. Non-realization of export proceeds within a period of 9 months from the date of export of goods leads to non-compliance as per Foreign Exchange Management (Export of Goods and Services) Regulations, 2015.

We conducted our audit in accordance with 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 Act and Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion on the financial statements.

Emphasis of Matter

(a) We draw attention to Note Z(A)(1)(Q) of the financial statement wherein:

As per the Hon’ble NCLT’s order, the company is required to make payment to creditors as per the implementation schedule. The Company has made payments for the due creditors as per the implementation schedule of the Resolution Plan except for Rs. 4.71 lacs pertaining to a creditor and certain past employees for want of their banking details. This remaining amount has been deposited in a special account maintained by the Resolution Applicant M/s Ten on Ten Pvt Ltd. Subsequent to that the amount has been kept as Fixed deposit by the resolution applicant as per the decision of the monitoring committee.

Our report is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Except for the matters described in the Basis for Qualified Opinion section above, we have determined that there are no other key audit matters to communicate in our report.

Other Information

The Board of Directors and the management are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Corporate Governance and Shareholder’s Information, but does not include the financial statements and our auditor’s report thereon.

Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Corporate Governance and Shareholder’s Information are expected to be made available to us.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report ih this regard.

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

The Company’s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards prescribed under section 133 of the Act, read with relevant rules issued thereunder. 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 management are 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 management 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.

Auditor’s Responsibilities for the Audit of the Financial Statements

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 this 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 Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by 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.

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 year 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 section 143(11) of the Act, we report in “Annexure 1”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

(2) As required by section 143(3) of the Act, we report that:

a. We have sought and except for the matters described in the Basis for Qualified Opinion section above, 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 effects of the matters described in the Basis for Qualified Opinion section above, 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 and the Statement of Cash Flows dealt with by this report are in agreement with the books of account;

d. Except for the possible effects of the matters described in the Basis for Qualified Opinion section above, in our opinion, the aforesaid financial statements comply with the Accounting Standards prescribed under section 133 of the Act read with relevant rules issued thereunder;

e. The matters described under the Basis for Qualified Opinion above, in our opinion, may have an adverse effect on the functioning of the Company;

f. On the basis of the written representations received from the directors as on March 31, 2025, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of section 164(2) of the Act.

g. The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion section above.

h. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure 2” and we have expressed disclaimer of opinion for the reasons stated in the said report;

i. With respect to the other matter 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, the remuneration paid/ provided by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act;

j. 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, as amended, in our opinion and to the best of our information and according to the explanations given to us:

(i) Except for the matters described in the Basis for Qualified Opinion section above, The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note Z(A)(3) on Contingent Liabilities to the financial statements;

(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;

(iv) (a) The management has represented that, to the best of its knowledge and belief, no funds 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(s) or entity(ies), including foreign entities (“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;

(iv) (b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“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;

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

(v) The Company has not declared nor paid any dividend during the year. Hence, reporting the compliance with section 123 of the Act is not applicable.

(vi) Based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account for the financial year ended March 31, 2025, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. Additionally, the audit trail has been preserved by the Company as per the statutory requirements for record retention.

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Mar 31, 2024

We have audited the accompanying financial statements of Innovative Tyres and Tubes Limited (“the
Company”), which comprise the Balance Sheet as at March 31,2024, the Statement of Profit and Loss
and the Statement of Cash Flows for the year then ended, and notes to the financial statements
including a summary of significant accounting policies and other explanatory information (hereinafter
referred to as “financial statements").

In our opinion and to the best of our information and according to the explanations given to us,
except for the possible effects of the matters described in the Basis for Qualified Opinion section of
our report, the aforesaid 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
accounting principles generally accepted in India, of the state of affairs of the Company as at March
31, 2024, its profit and its cash flows for the year ended on that date.

Basis for Qualified Opinion

(a) As stated in Note Z(1)(Q) of the financial statement, The Company could not cancel Equity shares
held by Promoters and reduce equity share capital of the public shareholders because of
difference in Promoter and Public shareholding as per Hon''ble NCLT order and Actual
shareholding as on Date of Honorable NCLT Order (i.e. August 09, 2023). The Company has applied
to Hon''ble NCLT for rectification in the Order. Since the Hon''ble NCLT has reserved the order but
the order is awaited, we are unable to determine the quantum of Cancellation and Reduction in
Equity share capital.

(b) As stated in Note Z(1)(Q) of the financial statement, Post approval of Resolution Plan by Hon''ble
NCLT, Ahmedabad Bench, the approved resolution applicant took charge of the affairs of the
Company with effect from August 17, 2023 and constituted the new Board of Directors of the
Company. Further, the note explains that since the new Board of Directors took charge of the
Company with effect from August 17, 2023, they are not liable or responsible for any actions and
regarding the information pertaining to the period prior to August 17, 2023 and has relied upon
the explanations, clarifications, representations and statements made by the Resolution
Professional of the Company.

We conducted our audit in accordance with 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 Act and Rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the Code of
Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our qualified opinion on the financial statements.

Emphasis of Matter

(a) We draw attention to Note Z(1)(Q) of the financial statement wherein:

i. The Company has reversed various liabilities (net) of Rs 3826.63 lakhs as per the
Hon’ble NCLT order and the said gain of Rs 3826.63 lakhs has been treated and shown
as exceptional items in the statement of profit and loss.

ii. As per the Hon’ble NCLT’s order, the company is required to make payment to
creditors as per the implementation schedule. The Company has made payments for
the due creditors as per the implementation schedule of the Resolution Plan except
for Rs. 4.91 lacs pertaining to a creditor and certain past employees for want of their
banking details. This remaining amount has been deposited in a special account
maintained by the Resolution Applicant M/s Ten on Ten Pvt Ltd.

(b) We draw attention to Note J of the financial statement, the amount of Impairment Loss
recognized in statement of Profit & Loss Account is Rs 9.23 Lacs and the amount of reversal
of Impairment Loss in statement of Profit & Loss Account is Rs 806.34 lakhs on the basis of
independent valuation reports.

Our report is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. Except for the matters described in the Basis
for Qualified Opinion section above, we have determined that there are no other key audit matters
to communicate in our report.

Other Information

The Resolution Professional (RP), Board of Directors and the management are responsible for the
other information. The other information comprises the information included in the Management
Discussion and Analysis, Board’s Report including Annexures to Board’s Report, Corporate Governance
and Shareholder’s Information, but does not include the financial statements and our auditor’s report
thereon.

Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report,
Corporate Governance and Shareholder’s Information are expected to be made available to us

^m(T. a ^

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

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Resolution Professional (RP), Management and Those Charged with
Governance for the Financial Statements

The Resolution Professional (RP) and Company’s Board of Directors are responsible for the matters
stated in section 134(5) of the Act with respect to the preparation of these financial statements that
give a true and fair view of the financial position, financial performance and cash flows of the
Company in accordance with the accounting principles generally accepted in India, including the
Accounting Standards prescribed under section 133 of the Act, read with relevant rules issued
thereunder. 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 management are 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 management 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.

Auditor’s Responsibilities for the Audit of the Financial Statements

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 this 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

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audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are
also responsible for expressing our opinion on whether the Company has adequate internal
financial controls with reference to financial statements in place and the operating effectiveness
of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by 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.

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 year 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.

(1) As required by the Companies (Auditor’s Report) Order, 2020 (“the Order") issued by the Central

Government of India in terms of section 143(11) of the Act, we report in “Annexure 1”, a

statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

(2) As required by section 143(3) of the Act, we report that:

a. We have sought and except for the matters described in the Basis for Qualified Opinion section
above, 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 effects of the matters described in the Basis for Qualified Opinion
section above, 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 and the Statement of Cash Flows dealt
with by this report are in agreement with the books of account;

d. Except for the possible effects of the matters described in the Basis for Qualified Opinion
section above, in our opinion, the aforesaid financial statements comply with the Accounting
Standards prescribed under section 133 of the Act read with relevant rules issued thereunder;

e. The matters described under the Basis for Qualified Opinion above, in our opinion, may have
an adverse effect on the functioning of the Company;

f. On the basis of the written representations received from the directors as on March 31, 2024,
and taken on record by the Board of Directors, none of the directors is disqualified as on March
31, 2024 from being appointed as a director in terms of section 164(2) of the Act.

g. The qualification relating to the maintenance of accounts and other matters connected
therewith are as stated in the Basis for Qualified Opinion section above.

h. With respect to the adequacy of the internal financial controls with reference to financial
statements of the Company and the operating effectiveness of such controls, refer to our
separate report in “Annexure 2” and we have expressed disclaimer of opinion for the reasons
stated in the said report;

i. With respect to the other matter 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, the remuneration paid/ provided by the Company to its directors during the year is in
accordance with the provisions of section 197 of the Act;

j. 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, as amended, in our opinion and to
the best of our information and according to the explanations given to us:

(i) Except for the matters described in the Basis for Qualified Opinion section above, The
Company has disclosed the impact of pending litigations on its financial position in its financial
statements Refer Note Z(3) on Contingent Liabilities to the financial statements;

(ii) The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.

(iii) There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company;

(iv) (a) The management has represented that, to the best of its knowledge and belief, no
funds 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(s) or entity(ies),
including foreign entities (“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;

(iv) (b) The management has represented that, to the best of its knowledge and belief, no
funds have been received by the Company from any person(s) or entity(ies), including foreign
entities (“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;

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

(v) The Company has not declared nor paid any dividend during the year. Hence, reporting the
compliance with section 123 of the Act is not applicable.

(vi) The Company has migrated its books of accounts to update version of tally accounting
software and enable audit trail (edit log) facility effective from 1^st April, 2023.

For Haribhakti & Co. LLP

Chartered Accountants

ICAI Firm Registration No. 103523W / W100048

V / ifU^ARAB)

Yash Bhatt ''feV ^ J^J)

Partner

Membership No. 117745
UDIN: 24117745BKBOZG8196

Place: Vadodara
Date: May 30, 2024

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Mar 31, 2023

To the Members of Innovative Tyres and Tubes Limited
Report on the Audit of the Financial Statements
Qualified Opinion

We have audited the accompanying financial statements of
Innovative Tyres and Tubes Limited ("the Company"), which comprise
the Balance Sheet as at March 31,2023, the Statement of Profit and
Loss and the Statement of Cash Flows for the year then ended, and
notes to the financial statements including a summary of significant
accounting policies and other explanatory information (hereinafter
referred to as "financial statements").

In our opinion and to the best of our information and according to the
explanations given to us, except for the possible effects of the matters
described in the Basis for Qualified Opinion section of our report, the
aforesaid 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 accounting principles
generally accepted in India, of the state of affairs of the Company as
at March 31, 2023, its loss and its cash flows for the year ended on
that date.

BASIS FOR QUALIFIED OPINION

(a) As stated in Note Z(1)(Q) of the financial statement, RP has taken
charge of the affairs of the Company on 28 March, 2022 and that
he is not liable or responsible for any actions and regarding the
information pertaining to the period prior to 28 March, 2022 and
has relied upon the explanations, clarifications, certifications,
representations and statements made by the existing officials of
the Company, who were also part of the Company prior to the
appointment of the RP.

(b) The company is under Corporate Insolvency Resolution Process
(CIRP) under the provisions of Insolvency and Bankruptcy
Code,2016. Resolution professional has received claims of
creditors amounting to ''13,216/-lacs as per CIRP, and of which
'' 13,121 Lacs-(secured portion is ''3,915/-lacs and unsecured
portion is of ''9,206/-lacs) have been accepted by RP as of
11^th October, 2022. However, the company has not made any
provision for the additional liabilities admitted and accepted
through CIRP process.

(c) The company is under Insolvency Process, the interest of the
financial creditors is accrued but not booked into books of
accounts as the said financial creditors is under moratorium
period due to CIRP process. However, the amount of interest is
not quantifiable.

(d) We draw attention to the Note Z(19) and Note J of the financial
statement with respect to assessment of impairment of
Property, Plant & Equipment, based on internal evidences and
in accordance to AS 28 "Impairment of Asset", the company is
required to determine impairment losses in respect of Property
Plant and Equipment as per the methodology prescribed under
the said Standard. The management has recognized impairment
loss of '' 4922.45 Lacs on the basis of independent valuation
reports. However, since the future projects. has not drawn by
Company as required to compute "Value in Use" as per AS 28,
the financial impact of impairment loss to be provided in annual
financial results is presently not ascertainable.

(e) The company has not appointed an internal auditor as required
under Section 138 of The Companies Act, 2013.

We conducted our audit in accordance with 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 Act and Rules
thereunder, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our qualified opinion on
the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the financial statements of
the current year. These matters were addressed in the context of
our audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters. Except for the matters described in the Basis for Qualified
Opinion section above, we have determined that there are no other
key audit matters to communicate in our report.

Other Information

The Resolution Professional (RP), Board of Directors and the
management are responsible for the other information. The other
information comprises the information included in the Management
Discussion and Analysis, Board''s Report including Annexures to
Board''s Report, Corporate Governance and Shareholder''s Information,
but does not include the financial statements and our auditor''s report
thereon.

Management Discussion and Analysis, Board''s Report including
Annexures to Board''s Report, Corporate Governance and Shareholder''s
Information are expected to be made available to us

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

In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit
or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.

Responsibilities of Resolution Professional (RP), Management
and Those Charged with Governance for the Financial Statements

The Resolution Professional (RP) and Company''s Board of Directors
are responsible for the matters stated in section 134(5) of the Act with
respect to the preparation of these financial statements that give
a true and fair view of the financial position, financial performance

and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Accounting
Standards prescribed under section 133 of the Act, read with
relevant rules issued thereunder. 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 resolution professional (RP)
and the management are 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 management 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.

Auditor''s Responsibilities for the Audit of the Financial
Statements

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 this financial statements. As part of an audit in
accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• I dentify 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 Act, we are
also responsible for expressing our opinion on whether the
Company has adequate internal financial controls with reference
to financial statements in place and the operating effectiveness
of such controls.

• Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures
made by management.

• Conclude on the appropriateness of resolution professional (RP)
and 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.

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
year 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.

Other Matter

a) The audit of financial statements for the year ended March 31,
2022, was carried out and reported by M/s Maloo Bhatt & Co.,
vide their unmodified audit report dated 19^th May, 2022, whose
report has been furnished to us by the management and which
has been relied upon by us for the purpose of our audit of the
financial statements.

Our opinion is not modified in respect of this matter.

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 section 143(11) of the Act, we report in "Annexure 1", a
statement on the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.

(2) As required by section 143(3) of the Act, we report that:

a. We have sought and except for the matters described in
the Basis for Qualified Opinion section above, 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 effects of the matters described in
the Basis for Qualified Opinion section above, 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 and
the Statement of Cash Flows dealt with by this report are in
agreement with the books of account;

d. Except for the possible effects of the matters described
in the Basis for Qualified Opinion section above, in our
opinion, the aforesaid financial statements comply with the
Accounting Standards prescribed under section 133 of the
Act read with relevant rules issued thereunder;

e. The matters described under the Basis for Qualified Opinion
above, in our opinion, may have an adverse effect on the
functioning of the Company;

f. On the basis of the written representations received from the
directors as on March 31, 2023, and taken on record by the
Board of Directors and resolution professional (RP), none of
the directors is disqualified as on March 31,2023 from being
appointed as a director in terms of section 164(2) of the Act.
However, Since the Company is under Corporate Insolvency
Resolution Process (CIRP), all the directors of the Company
are suspended and powers of the board of directors are
vested in the hands of Resolution Professional (RP).

g. The qualification relating to the maintenance of accounts
and other matters connected therewith are as stated in the
Basis for Qualified Opinion section above.

h. With respect to the adequacy of the internal financial
controls with reference to financial statements of the
Company and the operating effectiveness of such controls,
refer to our separate report in "Annexure 2" and we have
expressed disclaimer of opinion for the reasons stated in the
said report;

i. With respect to the other matter 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, since the
Company is under CIRP and RP has taken charge of the
affairs of the Company, No remuneration has been paid and
provided by the Company to its directors during the year.

j. 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, as amended,
in our opinion and to the best of our information and
according to the explanations given to us:

(i) Except for the matters described in the Basis for
Qualified Opinion section above, The Company has
disclosed the impact of pending litigations on its
financial position in its financial statements - Refer
Note Z(3) on Contingent Liabilities to the financial
statements;

(ii) The Company did not have any long-term contracts
including derivative contracts for which there were any
material foreseeable losses.

(iii) There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company;

(iv) (a) The management has represented that, to the

best of its knowledge and belief, no funds 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(s) or entity(ies), including
foreign entities ("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;

(iv) (b) The management has represented that, to
the best of its knowledge and belief, no funds
have been received by the Company from any
person(s) or entity(ies), including foreign entities
("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;

(iv) (c) Based on the audit procedures that are considered

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

(v) The Company has not declared nor paid any dividend
during the year. Hence, reporting the compliance with
section 123 of the Act is not applicable.

(vi) As proviso to rule 3(1) of the Companies (Accounts)
Rules, 2014 is applicable for the company only w.e.f.
April 1, 2023, reporting under this clause is not
applicable.

For Haribhakti & Co. LLP

Chartered Accountants
ICAI Firm Registration No. 103523W / W100048

Yash Bhatt

Partner

Place: Mumbai Membership No. 117745

Date: July 6, 2023 UDIN: 23117745BGYEKQ7113

---

Mar 31, 2018

Report on the Financial Statement

We have audited the accompanying financial statements of Innovative Tyres & Tubes Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2018 and the Statement of Profit and Loss and the Cash flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements:

The Company’s Board of Directors is responsible for the matters 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, and financial performance of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under section 133 of the Act read with Rule 7 of the Companies ( Accounts) Rules,2014.This responsibility includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the company and for preventing and detecting the 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 internal finance control 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.

Auditor’s Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2018, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor’s Report) Order 2016 (“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 I, a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. The Balance Sheet and Statement of Profit and Loss and Cash flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with relevant rules issued thereunder;

e. On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of section 164(2) of the Act.

f. The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial control over financial reporting were operating effectively as at 31st March, 2018, based on the internal control over financial reporting criteria established by the company

g. With respect to other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit & Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us,

i. The Company does not have any pending litigations which would impact its financial position.

ii. The company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts required to be transferred to the Investor education and protection fund.

ANNEXURE I TO THE AUDITORS’ REPORT

(Referred to in paragraph 1 under “Report on Other Legal and Regulatory Requirements” of our report of even date on Accounts of Innovative Tyres & Tubes Limited for the year ended March 31,2018)

1. In respect of its fixed assets:

a. The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b. During the year, part of fixed assets has been physically verified by the management in accordance with a phased programme of verification which, in our opinion is reasonable and to cover all the items of fixed assets over a period of three years having regards to the size of the Company and the nature of its assets. According to information and explanation given to us, there was no material discrepancies noticed on such physical verification.

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

2. As explained to us, inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable. According to information and explanation given to us, there was no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

4. According to information and explanations given to us and to the best of our knowledge, the company has complied with provisions of section 185 and 186 in respect of the loans, investments, guarantees and security.

5. According to the information and explanations give to us, the Company has not accepted any deposits from the public during the year. Therefore, the provisions of Para (v) of paragraph 3 of the CARO 2016 are not applicable to the Company.

6. To the best of our knowledge and explanations provided by the management, the maintenance of cost records has been prescribed by the Central Government under section 148 (1) (d) of the Companies Act 2013 and are maintained accordingly.

7. According to information and explanations given to us and the records of the Company examined by us, in our opinion: a. The company has been regular in depositing the undisputed statutory dues, including provident fund, employees’ state insurance, Income Tax, Sales Tax, Duty of Custom, Duty of Excise, Service tax, GST, Professional Tax, Cess and other material statutory dues, as applicable, with the appropriate authorities during the year. No undisputed amounts payable in respect of such statutory dues are in arrears, as on March 31, 2018 for a period of more than six months from the date they became payable.

b. There is no disputed amount due of income tax, sales tax, service tax, duty of custom, duty of excise or GST.

8. Based on our audit procedures and on the information and explanations given by management, we are of the opinion that the Company has not defaulted in repayments of loans or borrowings to a financial institutions or banks and Government. The Company has not raised money via debentures.

9. The company has raised money by way of initial public offer. The company has also availed term loans during the year. In our opinion and according to the information and explanations given to us, the money raised has been applied for the purpose for which they were raised. (Refer Point no 11 of Note no. Y of Financial Statements).

10. According to the information and explanations given to us, we have not noticed or reported any fraud by the company or any fraud on the Company by its officers or employees during the year.

11. The Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

12. According to information and explanations given to us, the Company is not a Nidhi Company and hence, provisions of para 3(xii) of the Order are not applicable to the Company.

13. According to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.

14. According to information and explanations given to us and to the best of our knowledge and belief the Company has not made preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence para 3(xiv) of the Order is not applicable to the Company.

15. According to information and explanations given to us and to the best of our knowledge and belief, the Company has not entered into any non-cash transactions (except conversion of preference shares into equity) with its directors or persons connected to them. Accordingly, the provisions of para 3(xv) of the Order are not applicable to the Company.

16. According to information and explanations given to us the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Maloo Bhatt & Co.,

Chartered Accountants

FRN No.129572W

CA. Yash Bhatt

Place : Halol (Partner)

Date : May 05, 2018 M.No.117745