MSTC Ltd Auditor Reports

To the Members MSTC Limited

Report on the Audit of the Standalone Financial

Statements

Opinion

We have audited the Standalone Ind AS financial statements of MSTC Limited ("the Company"), which comprise the balance sheet as at 31^st March 2025, and the statement of Profit and Loss, including the statement of Other Comprehensive Income, statement of cash flows and statement of changes in equity for the year then ended, and notes to the Ind AS financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS 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 Ind AS and the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2025, and profit, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone 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 together with the ethical requirements that are relevant to our audit of the standalone Ind AS financial statements under the provisions of the Companies Act, 2013 and the 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 opinion.

Emphasis of Matter

We draw attention to the following:

• Managements outlook on the current status of borrowings from Standard Chartered Bank (Refer Note no. 18B (b) to the standalone financial statements).

• In respect of the Transfer of 100 % shareholding in Ferro Scrap Nigam Limited (FSNL) to Konoike Transport Company Limited on 21^st January, 2025. The Share Purchase Agreement (SPA) was signed on 24^th

October, 2024. Accordingly, FSNL ceased to be a subsidiary of MSTC Limited (Refer Note no. 27A to the standalone financial statements).

• Exceptional items: income/(expenses) include net proceeds from disposal of Investment in wholly owned subsidiary Ferro Scrap Nigam Limited (FSNL) amounting to 30,169.19 lakhs and expenditure towards payment and provision on account of very old arbitration awards of 3,850.33 lakhs (USD 38.93 Lakhs and 481.98 Lakhs) (Refer Note no. 27A to the standalone financial statements).

• The Company carried out the annual impairment testing under Ind AS 36; the recoverable amount of investment in Mahindra MSTC Recycling Private Limited (MMRPL) was determined based on the fair value derived using the Discounted Cash Flow (DCF) method at 2,494.00 Lakhs compared to the carrying amount of 3,500.00 Lakhs. Accordingly, an impairment loss of 1,006.00 Lakhs has been recognised in the Statement of Profit and Loss (Refer Note no. 26A to the standalone financial statements).

Our opinion is not modified on the above matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Standalone Ind AS financial statements of the current period. These matters were addressed in the context of our audit of the Standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. These matters were addressed in the context of our audit of the Standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the Standalone Ind AS financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Ind AS financial statements.

Key audit matters	How our audit addressed the key audit matter
I. Recoverability of Trade Receivables
Trade Receivables-Gross is 75,147.21 lakhs (Net 30,954.39 lakhs) with 44,192.82 lakhs being considered as credit impaired for which a provision for doubtful debts is held in the books. In the event of reference of each case of debt with impaired credit to NCLT and/or other forums for adjudication, the Company is exposed to potential risk of financial loss when the recoveries become subjected to long processes of litigations and eventually doubtful. The recoverable amounts are estimated by management based on their specific recoverability assessment on individual debtor as well as consideration and application of a provisioning policy. The disclosures related to Trade Receivables of the Company are provided in Note 8 (8.1 to 8.6) of the Standalone Financial Statements.	While examining details of Receivables and transactions during the year ended 31st March, 2025, we have observed the nature of the Trade Receivables including those Advance to Customers classified as such, the sustainability and the likelihood of recoverability of Receivables. In terms of and Accounting Policy all such debts considered doubtful of recovery have been provided for in the books as of 31st March, 2025. Since the Companys obtaining of balance confirmation from Parties is an ongoing process (as referred to in Note-38) substantive audit procedures have been followed to ensure accuracy of balances. We have assessed the recoverability of the unsettled receivables on a sample basis through our evaluation of managements assessment with reference to the credit profile of the customers and their historical payment pattern, wherever applicable, along with the latest correspondences with the customers, as available read with Companys existing Risk Management Policy.
II. IT Systems & Control
Preparation and presentation of Standalone Ind AS Financial Statements are dependent on the Companys supporting software and hardware controls involving risk management exercise for maximum elimination of erroneous data. Thus, quality of audit outcome and its authenticity are dependent on the extent of IT controls and systems.	We have planned, designed and carried out the desired audit procedures and sample checks, which in our opinion are adequate to provide reasonable assurance on the adequacy of IT controls in place.
III. Assessment of allowance for Bad and Doubtful Advances and Contingent Liabilities
Assessment of allowance for Bad and Doubtful Advances made during the year and Contingent liabilities requires assessment of probable outcomes and cash flows. The identification and quantification require estimation and judgement by the management. The disclosure related to allowance for Bad and Doubtful Advances during the year and Contingent liabilities are provided in Note no. 27 and 30 (a) to the accompanying Standalone Ind AS Financial Statements.	We have carried out the validation of information provided by the management by performing the following procedures: o Evaluating reasonableness of the underlying assumptions. o Understanding the status of the litigations. o Examining the relevant documents on available records. o Reviewing legal opinion/industry practices wherever necessary. o Verification of various disclosures made by the management. o Obtaining Managements Representation as per guidelines of the ICAI. o Companys Accounting Policy.

Other Matter

With reference to Note no. 38, confirmation of balances was not available in many cases of Trade and other Receivables, Trade and other Payables, Loans and Advances, Deposits made and received and the impact of consequent adjustments required, if any, is not ascertained.

Our opinion is not modified in respect of the above matters.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

• The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the management report but does not include the Standalone Ind AS financial statements and our auditors report thereon.

• Our opinion on the Standalone Ind AS 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 Standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Ind AS 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.

Managements Responsibility for the Standalone Financial Statements

The Companys 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 Standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including Other Comprehensive Income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed 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 judgements 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 statement 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, management is responsible for assessing the Companys 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 Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

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

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

• Identify and assess the risks of material misstatement of the Standalone Ind AS 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 managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Standalone Ind AS 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 auditors 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 Standalone Ind AS 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 period and are therefore the key audit matters. We describe these matters in our auditors 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

As required by the Companies (Auditors 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.

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 it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant rules of the Companies (Accounts) Rules, 2014.

e) Notification no. G.S.R. 463 (e) dated 5^th June, 2015 issued by Ministry of Corporate Affairs, Section 164 (2) of the Companies Act, 2013 regarding disqualification of the Director is not applicable to the Company, since it is a Government Company.

f) With respect to the adequacy of the internal financial controls with reference to these standalone Ind AS financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

g) The Company being a Government Company, provisions of Section 197 (16) of the Companies Act, 2013 regarding managerial remuneration are not applicable to the Company as per notification no. G.S.R. 463 (E) dated 5^th June, 2015.

h) With respect to the other matters to be included in the Auditors 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:

i) The Company has disclosed the impact of pending litigations lying in the name of the Company as on 31^st March, 2025 on its financial position in its standalone Ind AS financial statements-Refer Note 30(a) to the Standalone Ind AS 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 has been no delay in transferring the amounts 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 or entity, including a 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;

(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 or entity, including a 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; and

(c) 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) of the Companies (Audit and Auditors) Rules, 2014, as amended, as provided under and (b) above, contain any material mis-statement.

(d) The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividends. The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with section 123 of the Act.

i) Based on our examination which included test checks, the company has used an accounting software for maintaining its books of account 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. The audit trail has been preserved as per the statutory requirements for record retention.

j) As required by Section 143 (5) of the Companies Act, 2013 the directions and sub-directions issued by the Comptroller & Auditor General of India, we give our comments on the Standalone Ind AS Financial Statements in "Annexure-C" annexed herewith.

"ANNEXURE A" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under the heading Report on other Legal & Regulatory Requirement of our report of even date) to the Standalone lnd AS Financial Statements of the Company

for the year ended 31^st March, 2025

Referred to in paragraph 1 under the heading Report on Other Legal & Regulatory Requirement of our report of even date to the Standalone Ind AS Financial Statements of the Company for the year ended March 31, 2025:

i. a) The Company has maintained proper records showing full particulars including quantitative details and situation of its property, plant and equipment.

The Company has maintained proper records showing full particulars of intangible assets.

b) The property, plant and equipment were physically verified during the year by the management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the property, plant and equipment at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) The title deeds of all the immovable properties (other than properties where the company is the lessee, and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the company.

d) The Company has not revalued its Property, Plant and Equipment (including Right of use assets) or intangible assets during the year ended 31^st March, 2025.

e) According to the information and explanations given to us and based on our verification it can be concluded that no proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

ii. (a) The Company does not hold any inventory as at the year end. Therefore, the provisions of clause 3(ii) of the order are not applicable to the Company.

(b) The Company has Working capital and Demand loans from Banks as on 31^st March, 2025 in excess of 5 crore which are sub-judice and have been separately reported in clause (ix) (a) herein below in this report. There is no other Working Capital limited viz. Cash Credit or Overdraft operated by the Company. No stock statement and quarterly returns are required to be submitted to the lending banks in terms of subsisting agreements.

iii. The Company has not made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Act, hence, clause (a), (b), (c), (d), (e) and (f) of 3(iii) of the Companies (Auditors Report) Order, 2020 are not applicable to the Company.

iv. According to the information and explanations given to us, the Company has not provided any loans, investments and guarantees under the provisions of Section 185 and 186 of the Companies Act, 2013.

v. According to the information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and rules made thereunder with regard to the deposits accepted from the public are not applicable. Hence, the provision of clause 3 (vi) of the order is not applicable to the Company.

vi. Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act hence clause 3(vi) of the order are not applicable to the Company.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, undisputed statutory dues including Goods and Services Tax, Provident Fund, Employees State Insurance, Income Tax, Cess and any other statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

(b) except the details mentioned below there are no statutory dues referred to in sub-clause(a) that have not been deposited on account of any dispute;

Sl. No.	Name of the Statute	Nature of Statutory Dues	Amount involved ( in lakhs)	Period to which the amount relates (F.Y.)	Forum where dispute is pending
1	UP Trade Tax Act 1948	Claim by Sales Tax Authority	1.93	2001-02	High Court Allahabad
	UP Trade Tax Act 1948		1.67	2004-05	Commercial Tax Tribunal Bench, Ghaziabad.
2	WB VAT Act 2003	Claim by Sales Tax Authority	426.33	2009-10	Appellate Revision Board, Kolkata
	WB VAT Act 2003		517.20	2012-13	Senior Joint Commissioner, Commercial Taxes, Kolkata
3	AP VAT Act 2005	Claim by Sales Tax Authority	22.53	1998-99	Sales Tax Appellate Tribunal (STAT), Visakhapatnam
	AP VAT Act 2005		41.08	1999-00	CTO-Suryabagh circle
	AP VAT Act 2005		9.08	2004-05	Sales Tax Appellate Tribunal (STAT), Visakhapatnam
	AP VAT Act 2005		3.70	2005-06	Sales Tax Appellate Tribunal (STAT), Visakhapatnam
	AP VAT Act 2005		0.76	2006-07	Sales Tax Appellate Tribunal (STAT), Visakhapatnam
	AP VAT Act 2005		177.35	2008-13	High Court of Judicature at Hyderabad
	AP VAT Act 2005		56.22	2008-13	Sales Tax Appellate Tribunal (STAT), Visakhapatnam
4	Delhi Value Added Tax Act, 2004	Claim by Sales Tax Authority	0.22	2011-12	VATO-KCS, DVAT
5	CST(CENTRAL SALES TAX ACT)	Claim by Sales Tax Authority	249.00	2009-10	Sales Tax Appellate Tribunal (STAT), Visakhapatnam
6	Jharkhand Value Added Tax Act, 2005	Claim by Sales Tax Authority	4.45	2015-16	Commissioner of Commercial Tax, Government of Jharkhand
	Jharkhand Value Added Tax Act, 2005		7.93	2016-17	Commissioner of Commercial Tax, Government of Jharkhand
7	Orissa Sales Tax Act	Claim by Sales Tax Authority	269.00	1986-87	High Court Orissa
8	Gujarat VAT Act 2003	Claim by Sales Tax Authority	217.99	2004-05	Gujarat Value Added Tax Tribunal
Total of Sales Tax Dues 2,006.44
9	Goods and Services Tax Act, 2017	Claim by GST Department	2.06	2018-19	Appellate Joint Commissioner (ST), Punjagutta Division, Hyderabad
10	Goods and Services Tax Act, 2017	Claim by GST Department	0.23	2019-20	Appellate Joint Commissioner (ST), Punjagutta Division, Hyderabad
Sl. No.	Name of the Statute	Nature of Statutory Dues	Amount involved ( in lakhs)	Period to which the amount relates (F.Y.)	Forum where dispute is pending
11	Goods and Services Tax Act, 2017	Claim by GST Department	1.61	2019-20	Appellate Joint Commissioner (ST), Punjagutta Division, Hyderabad
Total of GST Dues 3.90
12	Customs Act 1962	Claim by Custom Department	266.25	1995-96	Madras High Court
	Customs Act 1962		203.81	2001-02	High Court Calcutta
	Customs Act 1962		635.70	2012-13	CESTAT Bangalore or CESTAT Chennai
	Customs Act 1962		83.55	2013-14	CESTAT Bangalore or CESTAT Chennai
Total of Custom Dues 1,189.31
13	Finance Act 1994 (Service Tax)	Service Tax Demand	1,490.10	2005-07	CESTAT Kolkata
Total of Service Tax Dues 1,490.10
14	Income Tax Act 1961 (TDS)	Claim by Income Tax Authority	9.85	2015-16	Commissioner of Income Tax (Appeals)
15	Income Tax Act 1961	Claim by Income Tax Authority	10,555.70	2018-19	Commissioner of Income Tax (Appeals)
16	Income Tax Act 1961 (TDS)	Claim by Income Tax Authority	7,909.67	2022-23	Commissioner of Income Tax (Appeals)
Total of Income Tax Dues 18,475.22
Total Tax Dues 23,164.97

viii. The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

ix. (a) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks, except sub-judice cases of loans as under :

Nature of Borrowing	Name of Lender	Amount ( in lakhs)	Whether Principal or Interest	No. of days of delay or unpaid	Remarks
Claim from Bank on account of Legal Fees paid by them	Indian Overseas Bank	138.23	Principal	Since 19.09.2011	Refer Note 18A (a) to financial statements
Export Bills Purchase	Standard Chartered Bank	14,361.97	Principal, Interest accrued but not due is 7,889.03 lakhs	Since 2008-09	Refer Note 18B to financial statements

(b) The Company has not been declared wilful defaulter by any bank of financial institution or other lender.

(c) The Company has not availed term loan during the financial year hence clause 3 (ix) (c) of the order is not applicable to the Company.

(d) The Company did not raise any funds during the year hence, the requirement to report on clause (ix)(d) of the Order is not applicable to the Company.

(e) The company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures hence clause 3(ix) (d) of the order is not applicable to the Company.

(f) The company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies hence clause 3(ix) (f) of the order is not applicable to the Company.

x. (a) According to the information and explanations given by the management, the Company has not raised any money during the year by way of initial public offer / further public offer (including debt instruments) hence, reporting under clause 3(x)(a) is not applicable to the Company and hence not commented upon.

(b) The Company has not made any preferential allotment or private placement of shares / fully or partially or optionally convertible debentures during the year under audit and hence, the requirement to report on clause 3(x)(b) of the Order is not applicable to the Company.

xi. According to the information and explanations given to us and based on our examination of records of the Company,

(a) No fraud by the Company or on the Company by its officers has been noticed or reported during the year.

(b) During the year, no report under sub-section (12) of section 143 of the Companies Act, 2013 has been filed by us in Form ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) There have been no whistleblower complaints received by the Company during the year.

xii. In our opinion and according to the information given to us, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

xiii. According to information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 177 and 188 of Companies Act, 2013 where applicable and the details of such transactions have been disclosed in the Standalone Ind AS Financial Statements as required by the applicable accounting standards.

xiv. (a) According to information and explanations given

to us and based on our examination of the records of the Company, the Company has an internal audit system commensurate with the size and nature of its business.

(b) The Company gets its Internal Audits conducted for all its Branches and Head Office operations on a quarterly, half-yearly, yearly fixed on a Cluster basis through engagement of Firm Chartered Accountants whose appointments are made by appropriate approvals by its Board of Directors. Such reports have been duly examined and considered by us while forming audit opinion on the Financial Statements.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company.

xvi. (a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934).

(b) According to information and explanations given to us and based on our examination of the records of the Company, the Company has not conducted any Non-Banking Financial or Housing Finance Activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934 during the year under audit.

(c) According to information and explanations given to us and based on our examination of the records of the Company, the Company is not a Core Investment Company as defined in the regulations made by the Reserve Bank of India.

(d) According to the information and explanations given to us and based on our examination of the records of the Company, the Company does not have any Core Investment Company as part of the Group.

xvii. The Company has not incurred cash losses in the current year and in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year and accordingly the requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.

xix. On the basis of the financial ratios disclosed in note 36 to the financial statements, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx. According to information and explanations given to us and based on our examination of records of the Company, there is no unspent amount under Section 135 (5) of the Companies Act, 2013 pursuant to any project, whether ongoing or other than ongoing.

"ANNEXURE-B" TO THE INDEPENDENT AUDITORS REPORT

[Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")]

We have audited the internal financial controls with reference to standalone Ind AS financial statements of MSTC Limited ("the Company") as of 31^st March, 2025, in conjunction with our audit of the Standalone Ind AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to these standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, as specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to these standalone financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to these standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to these standalone financial statements

Meaning of Internal Financial Controls with Reference to these Standalone Financial Statements

A companys internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Standalone Financial Statements

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

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to standalone Ind AS financial statements were operating effectively as at 31^st March, 2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

"ANNEXURE C" TO THE INDEPENDENT AUDITORS REPORT

Directions under Section 143(5) of the Companies Act, 2013 applicable for the year 2024-25 Audit

Sl. No.	Directions	Observation
1	Whether the company has system in place to process all the accounting transactions through IT system? If yes, the implications of processing of accounting transaction outside IT system on the integrity of the accounts along with the financial implications, if any, may be stated.	The matter has been adequately dealt with in our report of even date. (Para 2 of Key Audit Matter).
2	Whether there is any restructuring of an existing loan or cases of waiver/write off of debts/loans/interest etc. made by a lender to the company due to the companys inability to repay the loan? If yes, the financial impact may be stated. Whether such cases are properly accounted for? (In case, lender is a Government company, then this direction is also applicable for statutory auditor of lender company).	There is no instance of restructuring of an existing loan or case of waiver/write off of debts/loans/ interest etc. made by a lender to the Company due to Companys inability to repay the loan during the financial year 2024-25.
3	Whether funds (grants/subsidy etc.) received/ receivable for specific schemes from Central/State Government or its agencies were properly accounted for/utilized as per its term and conditions? List the cases of deviation.	During the F.Y. 2024-25 no funds received/ receivable for specific schemes from Central/State Government or its agencies.

Comments of the Comptroller and Auditor General of India under Section 143(6)(b) of the companies act, 2013 on the Financial Statements of MSTC Limited for the year Ended 31^st March 2025

The preparation of financial statements of MSTC Limited for the year ended 31^st March 2025 in accordance with the financial reporting framework prescribed under the Companies Act, 2013 (Act) is the responsibility of the management of the company. The statutory auditor appointed by the Comptroller and Auditor General of India under section 139(5) of the Act is responsible for expressing opinion on the financial statements under section 143 of the Act based on independent audit in accordance with the standards on auditing prescribed under section 143(10) of the Act. This is stated to have been done by them vide their Audit Report dated 29^th May 2025. I, on behalf of the Comptroller and Auditor General of India, have conducted a supplementary audit of the financial statements of MSTC Limited for the year ended 31^st March 2025 under section I 43(6)(a) of the Act. This supplementary audit has been carried out independently without access to the working papers of the statutory auditors and is limited primarily to inquiries of the statutory auditors and company personnel and a selective examination of some of the accounting records. On the basis of my supplementary audit, nothing significant has come to my knowledge which would give rise to any comment upon or supplement to statutory auditors report under section 143(6)(b) of the Act.