BEML LAND ASSETS LTD

Report on the Audit of Standalone Indian Accounting Standards (Ind AS) Financial Statements

Pursuant to the observations arising from the Audit by the Comptroller & Audit General of India our earlier report dated 25-4-2024 have been revised. The report superseded our earlier Report.

Opinion

We have audited the accompanying Standalone Quarterly /Annual Ind AS Financial Statements of BEML LAND ASSETS LTD ("the Company -BLAL"), which comprise the standalone Balance Sheet as at March 31,2024, Statement of Profit and Loss and the Statement of Cash Flows for the year then ended, and notes to the Indian Accounting Standards ("Ind AS") Financial Statements, including a summary of significant accounting policies and other explanatory information for the Quarter/Year ended March 31, 2024.

In our opinion and to the best of our information and according to the explanations given to us, subject to the significance of the matter discussed in the Emphasis of Matter the aforesaid Ind AS 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 Ind AS prescribed under section 133 read with the Companies (Indian Accounting Standards) Rules, 2015 as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2024 and its Loss and its cash flows for the year ended on that date.

Emphasis of Matter:

Fair Valuation of Investment Property

We draw attention to Land & Buildings have been carried as Investment property as per Ind AS-40. Cost model has been adopted for valuation of Investment properties under Ind AS 40. The fair value of the property is Rs. 232537 Lakhs as per the report of a certified valuer Dt 22 Oct 2022.

In line with the disclosure requirements under Ind AS-40 Standard and as per the Accounting Policy no 2.2 requires all entities to measure the fair value of investment property for the purpose of disclosure even though they are required to follow the cost model.

The Company has not initiated valuation of assets on Fair Value basis for current period 2023-24. No Fair Value of the Investment asset is disclosed in the Financial Statements.

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified u/s 143 (10) of the Act. Our responsibilities under those Standards are further described in the Auditors' Responsibilities for the Audit of the Ind AS Financial Statements section of our report. We 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 Ind AS Financial Statements under the provisions of the Act and the Rules there under, and we have fulfilled our other ethical responsibilities in

accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Short term financing from BEML:

Board of Directors of BEML in their 389th meeting held on 24.08.2022 allowed loan/ advance to BEML LAND ASSETS LTD by way of meeting the payment obligations on its behalf and / or to pay to BEML

LAND ASSETS LTD the requested amount for meeting its payment obligations at an interest rate of '1% above BEML's cash credit interest rate charged by SBI' and accept the repayment of said loan from BEML LAND ASSETS LTD along with agreed interest. BEML has further mentioned that whenever the outstanding amount receivable from BEML LAND ASSETS LTD for payment obligations other than statutory payments viz. property tax etc. exceeds Rs. one crore, Board shall be informed in its ensuing meeting.

The above was noted by the Board of BEML Land assets Ltd in its 9th Meeting held on 25-8-2022 to comply with the said financing arrangements & bring to the notice of the Board as & when the outstanding amount exceeds the limit fixed.

Currently the Intercorporate loan balance is within the limit & not exceeding Rs one crore excluding the statutory payment & property tax etc as on 31 March 2024.

Key Audit Matters.

Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Ind AS financial statements for the financial year ended March 31, 2024. These matters were addressed in the context of our audit of the Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the 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 mis-statement of the 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 Ind AS financial statements.

We draw attention to the following points:

Non-Recognition of Deferred Tax Asset

A deferred tax asset shall be recognised for the carry forward of unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilised.

The existence of unused tax losses is strong evidence that future taxable profit may not be available. Therefore, when an entity has a history of recent losses, the entity recognises a deferred tax asset arising

from unused tax losses or tax credits only to the extent that the entity has sufficient taxable temporary differences or there is convincing other evidence that sufficient taxable profit will be available against which the unused tax losses or unused tax credits can be utilised by the entity.

Since there is no convincing evidence that sufficient future taxable profit will-be available Deferred Tax asset is not recognised in the Financial Statements.

Other Matters:

Non-Compliance with Provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015:

1. As per 2nd proviso to Sec 149(1) of the Companies Act 2013 and Rule 3 of the Companies (Appointment and Qualification of Directors) Rules 2014, the Company was required to appoint One Woman Director. The Company being a Government Company, appointments of Women or Independent Directors are made based on the Orders issued by the Government of India through the Ministry of Defence. The Company has requested Government of India to issue necessary order for appointment of Woman Independent Director and response from the Government of India is awaited.

2. As per Sec 149 (4) of the Companies Act 2013 read with Regulations 17(1 )(a) and 17(1 )(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, every Listed Public Company, whose Chairperson is an executive Chairperson, shall consist of 50% of the total strength of the Board as Independent Directors/Non-Executive Directors, the aforesaid requirement has not been met by the Company.

3. The Company has not constituted Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee as per Regulation 18, 19 & 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 and Sec 177 & 178 of the Companies Act 2013.

4. The Company has not filed Unaudited quarterly financial statements for the quarter ended 30.09.2023 within 45 days as per Regulation 33 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

5. Gap between Annual General meeting for the Financial Year 2021-22 and 2022-2023 is exceeding for a period more than fifteen months which is contravention of Section 96(1) of the Companies Act, 2013.

6. Company has not appointed Whole Time Company Secretary within 6 months of vacancy being created i.e 30.06.2023, due to which Company has not complied with the provisions of Section 203(4) of the Companies Act, 2013 which states that "If the office of any whole-time key managerial personnel is vacated, the resulting vacancy shall be filled-up by the Board at a meeting of the Board within a period of six months from the date of such vacancy."

Penalty for Non-compliance (Stock Exchanges)

Company is under non-compliance with regulations 17-20 and 33 of SEBI(LODR), 2015 during FY 2023-24 and for the same, Stock exchanges have imposed a penalty of ? 70.42 Lakhs (Incl of GST) from Quarter ended June, 2023 to December 2023 and an estimated computation for Q4 Jan 24 to Mar 24) Penalty is ? 24.33 Lacs. It was also informed that the penalty would continue for the upcoming Quarters also until the Ministry appoint three Independent Directors out of which one shall be Woman Director on the Board of BEML LAND ASSETS LTD. In respect of penalty so imposed, the Company has been submitting applications periodically to BSE & NSE seeking wavier of fines and reply is awaited. Further, Company has written letters to Ministry of Defence to take necessary action for the appointment of requisite number of Executive Directors and Independent Directors including woman director on Board for ensuring compliance. Regulation 102 of SEBI (LODR) provides for relaxation of penalty charges if SEBI is satisfied that the non-compliance is caused due to factors affecting a class of entities but being beyond the control of these entities.

Rental Income is not recognised for properties utilized by BEML Ltd.

As a part of strategic disinvestment of BEML and the scheme of arrangement approved by Ministry of Corporate Affairs, the identified surplus/ non-core assets of BEML have been demerged from BEML to BEML LAND ASSETS LTD. The properties have already been transferred in the Books from BEML to BEML LAND ASSETS LTD. However, transfer of title of property is under process.

BEML Limited has taken in-principle approval for utilizing the BEML LAND ASSETS LTD properties by BEML in its 394th Board Meeting held on 23rd March 2023 which was approved by 17th Board Meeting of BEML LAND ASSETS LTD. Presently, the above said properties are maintained by BEML Ltd. It was proposed to continue utilization of the above properties by BEML instead of keeping the properties vacant. The 'day to day expenses' viz., repairs and maintenance, security charges, electricity, water charges etc. is borne by BEML Ltd. During the tenure of usage, BEML will pay the property tax on behalf of BEML LAND ASSETS LTD and account the same as a loan to BEML LAND ASSETS LTD.

Status of transfer of title of properties to BEML LAND ASSETS LTD from BEML Ltd

The transfer of title from BEML Ltd to BEML Land Assets Ltd is under progress. As per amended Indian Stamp Act (Section 8G). Stamp duty charges are exempted. All State Governments have granted exemption from stamp duty except from the State of Karnataka which is under process.

Reported that out of Land Parcels 401.356 acres at Mysore as per schedule 1 of the Scheme of arrangement identified for Demerger, the unused portion of the Township has been retained in BEML Books and 302.284 acres have been transferred to BLAL. In respect of Mysore possession certificates are available.

BLAL Land Assets Ltd/DIPAM has written to all concerned State Governments to waive of the registration charges orfix minimum amount on lumpsum basis. Based on their request, the Govt of Maharastra Kolkata and Tamil Nadu have revised the registration charges. In the states of MP, Jharkhand, Chhattisgarh, Delhi, Kerala and Goa, the waiver / levy of registration charges are under process. In Karnataka State, Stamp duty exemption is yet to be granted due to procedural delays. Once stamp duty exemption is received, BLAL / DIPAM will pursue the issue of exemption from registration charge.

BEML Land Assets Ltd has provided depreciation on Buildings as per the Rates recommended under the Companies Act 2013. Straight line method is used for Calculating Depreciation on Buildings, Useful life is considered as 60 years.

The Company has not disclosed the fair value of Financial Instruments- Cash, Bank & Short Term Liabilities because of their carrying amounts are reasonable approximation of Fair Value.

The Companies Contribution to Central & State Exchequer was ? 4.15 Lacs during the year by way of GST TDS & PT.(PY ? 1.23 Lacs)

Since all financial Ratios are negative they are not disclosed.

Company has not commenced its operations so Reporting on Financial risk management, capital management & CSR are not applicable.

Information Other than the Standalone Ind AS Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Board's Report including Annexures to Board's Report, Management Discussion and Analysis, Business Responsibility Report, Corporate Governance and Shareholder's Information, but does not include the standalone Ind AS financial statements and our auditor's 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 during the course of our

audit or otherwise appears to be materially mis-stated. If, based on the work we have performed, we conclude that there is a material mis-statement of this other information, we are required to report that fact.

Responsibilities of Management and those Charged with Governance for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 standalone Ind AS financial statements that give a true and fair view and are free from material mis-statement, whether due to fraud or error.

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

The Board of Directors are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material mis-statement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material mis-statement when it exists. Mis-statements can arise from fraud orerrorand 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order.

2 As required by Section143(3) of the Act, based on our audit we report that

(a) We have sought and obtained all the information and explanations which to the best 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, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014;

(e) As per notification No.GSR 463(F) dated 5th June 2015 issued by MCA, Government of India, provisions of section 164(2) of the Companies Act, 2013 relating to disqualification of directors are not applicable to the Company, being a Government Company.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Reporting "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.

(g) 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) The Company has following pending litigations with respect to the assets transferred from BEML as confirmed by the Legal Team :

Impact on financial position- we do not have legal opinion to assess the impact on financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any materials for useable 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 (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other

sources or kind of funds) by the Company to or in any other person(s) or entity (ies), including foreign entities (the "Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (the "Ultimate Beneficiaries of funds advanced, loaned or investment") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries of funds advanced, loaned or invested.

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity (ies), including foreign entities (the "Funding Parties"), with the understanding,whether recorded in writing or otherwise, that the Company shall, 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.

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

v. The Company has not proposed, declared or paid any interim or final dividend during the year.

For N.Tatia & Associates

Chartered Accountants

Firm Registration Number: 011067S

Sd/-

Vidya.M

Partner

Membership No.: FCA 214249 UDIN: 24214249BKHJAW1141

Date: 02-07-2024 Place: Bengaluru