INDEPENDENT AUDITOR'S REPORT

To the Members of
GNA AXLES LIMITED.

Report on the audit of the standalone financial statements.
OPINION

We have audited the accompanying Standalone financial
statements of GNA AXLES LIMITED ("the Company"),

which comprise the Balance Sheet as at, March 31,
2023, the statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in
Equity and the Statement of Cash Flows ended on that
date, and a summary of significant accounting policies and
other explanatory information (hereinafter referred to as the
"standalone financial statements").

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid Standalone
financial statements give the information required by the
Companies Act, 2013 (the "Act") in the manner so required
and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the
Act read with the Companies (Indian Accounting Standards)
Rules, 2015, as amended, (" Ind AS") and other accounting
principles generally accepted in India, of the state of affairs
of the Company as March 31, 2023, the profit and total
comprehensive income, changes in equity and its cash flows
for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial
statements in accordance with the standards on auditing
specified under section 143(10) of the Companies Act,
2013. Our responsibilities under those Standards are further
described in the auditor’s 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 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 code of ethics.

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

INFORMATION OTHER THAN THE FINANCIAL
STATEMENTS AND AUDITORS' REPORT THEREON

The Company’s board of directors are 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 Corporate
Governance and share holder information, but does not
include the financial statements and our auditor’s report
thereon.

Our opinion on the Standalone 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 standalone financial statements or
our knowledge obtained during the course of our audit or
otherwise appears to be materially misstated.

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

MANAGEMENT'S RESPONSIBILITY FOR THE
STANDALONE FINANCIAL STATEMENTS

The Company’s Board of Directors are 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 in accordance
with the accounting principles generally accepted in India,
including the Accounting Standards Ind. AS specified under
Section 133 of the Act, read with Rule 7 of the Companies
(Indian accounting standard) Rules, 2015 as amended.
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 Ind. As financial statements that give a
true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, management is
responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of

accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic
alternative but to do so.

The 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 these financial
statements.

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

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

Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Companies Act, 2013, we are also responsible
for expressing our opinion on whether the company has
adequate internal financial controls system in place and the
operating effectiveness of such controls.

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

Conclude on the appropriateness of management’s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as
a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial statements

or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future events
or conditions may cause the Company to cease to continue
as a going concern.

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

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order,
2020 ("the Order"), as amended, issued by the Central
Government of India in terms of sub-section (11) of
section 143 of the Act, we give in the "Annexure A" 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
purpose 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, Statement of Profit and loss
(including other comprehensive income), the

statement of change in equity, the statement of
cash flow and notes to the standalone financial
statements dealt with by this report are in
agreement with the books of account.

d. In our opinion, the aforesaid Standalone financial
statements comply with the Accounting Standards
specified under section 133 of the Act, read with
Rule 7 of the Companies (Indian Accounting
Standards) Rule 2014 as amended.

e. As per the management representation we report.
no funds have been advanced or loaned or
invested by the company to or in any other
person(s) or entities, including foreign entities
("Intermediaries") with the understanding that the
intermediary shall whether directly or indirectly
lend or invest in other persons or entities
identified in any manner by or on behalf of the
company (Ultimate Beneficiaries) or provide any
guarantee, security or the like on behalf of ultimate
beneficiaries.

no funds have been received by the company from
any person(s) or entities including foreign entities
("Funding Parties) with the understanding that
such 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
guarantee, security or the like on behalf of the
Ultimate beneficiaries.

Based on the audit procedures performed, we
report that nothing has come to our notice that has
caused us to believe that the representations given
under sub-clause (i) and (ii) by the management
contains any material mis-statement.

f. In our opinion Company has complied with section
123 of the Companies Act, 2013 with respect to
dividend declared/paid during the year.

g. On the basis of the written representations
received from the directors as on March 31, 2023
taken on record by the Board of Directors, 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.

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

i. With respect to the other matters to be included
in the Auditor’s Report in accordance with the
requirements of Section 197(16) of the Act, as
amended. In our opinion and to the best of our
information and according to the explanations
given to us, the remuneration paid by company to
it’s 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 II of
the Companies (Audit and auditors) Rule, 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 on its financial position in
its standalone Ind. AS financial Statements-
Refer notes to 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.

For HARISH & CO.

Chartered Accountants (FRN: 017372N)

(SURAJ BAJAJ)

Partner

Place: Jalandhar M. No. 538094

Date: May 1,2023 UDIN : 23538094BGXWVT6944