We have audited the accompanying standalone financial statements of JTL DEFENCE LIMITED (Erstwhile RCI INDUSTRIES & TECHNOLOGIES LIMITED) ("the Company"), which comprise the Balance Sheet as at March 31, 2026, and the Statement of Profit and Loss, including Other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including material accounting policy information 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 Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, and profit/loss (including other 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 (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 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 ("ICAI") together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act 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 obtained by us is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw attention to the following matters in the Notes to the Standalone financial statements:
a) Revaluation of Property, Plant and Equipment
We draw attention to Note 2 to the Standalone Financial Statements, which describes that during the year ended 31st March, 2026, the Company has carried out a revaluation of its Land, Buildings and Plant & Machinery. The resultant revaluation surplus/deficit has been recognised and accounted for in the financial statements in accordance with Ind AS 16 - "Property, Plant and Equipment" and other applicable accounting standards.
b) Recovery of Financial Assets
We draw attention to Note 7 and 10 to the Standalone Financial Statements regarding certain financial assets in the nature of trade receivables, debtors, securities and other recoveries which were outstanding/due at the time of the Insolvency Resolution Proceedings of the Company. As informed to us, during the financial year 2026-27, the management is actively following up with the concerned debtors and other parties for recovery of these dues. The management has further represented that in the event such balances remain unrecovered during the financial year 2026-27, the Company shall take necessary actions in the books of account, including appropriate adjustments, write¬ offs or provisions, as may be considered necessary at that time. The ultimate realisation of these balances is, accordingly, dependent upon the successful outcome of the ongoing recovery efforts being undertaken by the Company.
c) Settlement of Liabilities and Transfer to Capital Reserve
We draw attention to Note 12 to the Standalone Financial Statements, which describes that during the year, the Company has settled certain outstanding liabilities, and the resultant gain/balance arising on such settlement has been transferred to Capital Reserve, as considered appropriate by the management. The accounting treatment adopted by the management, including the classification of such balance as Capital Reserve, is based on the management's assessment of the nature of the underlying transactions.
d) Notices from Taxation Authorities and Immunity under NCLT Order
We further report that the Company has received various notices from the Taxation Authorities pertaining to periods prior to the issuance of the order of the Hon'ble National Company Law Tribunal (NCLT) approving the Resolution Plan of the Company. As per the management's understanding, such notices fall within the ambit of the immunity
granted under the said NCLT order, and the Company will deal with these notices in accordance with the law laid down in the said order.
We further draw attention to the fact that during the Corporate Insolvency Resolution Process (CIRP), which was completed on 8th December, 2025, the Resolution Professional had responded to such notices by invoking the moratorium imposed under Section 14 of the Insolvency and Bankruptcy Code, 2016.
The eventual outcome of these matters and the consequential impact, if any, on the financial statements is presently not ascertainable and shall be given effect to in the books of account as and when the matters are concluded.
e) Long-Standing Investments — Pending Confirmations and Recoverability
We draw attention to Note 3 to the Standalone Financial Statements, which describes that the Company (JTL Defence Limited) was under the Corporate Insolvency Resolution Process (CIRP) before the Hon'ble National Company Law Tribunal (NCLT) during the previous financial year, pursuant to which the operations of the Company had remained substantially disrupted, and that consequent to the successful conclusion of the resolution process, the Company has resumed full operations during the year under review.
In respect of the long-standing investments held by the Company in the equity shares of Ace Matrix Solutions Limited, Kay Kay Exim Private Limited, and MetalRod Private Limited, aggregating to d,186.17 Lakhs as at 31st March, 2026, the management has, owing to the prolonged disruption caused by the CIRP and the consequent break in continuity of communication with the investee companies, not been able to obtain the latest audited financial statements or balance/shareholding confirmations from the said investee companies as at the reporting date. Accordingly, these investments continue to be carried at their existing book values in the financial statements.
As represented by the management, now that the Company is fully operational, the management is actively in the process of re-establishing communication with the investee companies, obtaining balance/shareholding confirmations, and taking steps to recover/realise the said amounts during the financial year 2026-27. In the event the management is unable to obtain satisfactory confirmations or effect recovery, appropriate necessary actions — including provision for diminution in value / impairment / write-off of these
investments — shall be considered and accounted for in accordance with the applicable Accounting Standards in the year in which such determination is made.
The ultimate impact, if any, on the carrying value of these investments and consequently on the financial statements, is presently not ascertainable.
Our opinion is not modified in respect of these matter(s).
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended March 31, 2026. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined that there are no key audit matters to communicate in our report.
Information Other than the Standalone Financial Statements and Auditor's Report Thereon
a. The Company's Board of Directors is responsible for the other information. The other information comprises the information included in Director's Report but does not include the financial statements and auditor's report thereon.
b. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
c. 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 during the course of our audit or otherwise appears to be materially misstated.
d. 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 Management and Those Charged with Governance for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone 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 Accounting Standards specified under section 133 of
the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone 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 financial statements, the Management and Board of Directors 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone 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 standalone financial statements.
We give in "Annexure A" a detailed description of Auditor's responsibilities for Audit of the Standalone Financial Statements.
Other Matter:
1. Attention is drawn to the fact that the figures for the quarter ended March 31, 2026 and corresponding quarter ended in previous year as reported in these standalone financial results are the balancing figures between audited figures in respect of the full financial year and published year-to-date figures upto the end of the third quarter of the current and previous financial year respectively. Also, the figures upto the end of the third quarter for the current and previous financial year had only been reviewed as required by the Listing Regulations.
Our opinion is not modified in respect of the above 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 sub-section (11) of section 143 of the Act, we give in "Annexure B" 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 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 Statement of Changes in Equity and the Statement of Cash Flow 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.
(e) On the basis of the written representations received from the directors as on March 31, 2026 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2026 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C".
(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, 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 has been no delay in transferring 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(s) or entity(ies), including foreign entities ("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 ("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(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, 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 performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this
regard 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 (1) and (2) above, contain any material mis-statement.
v. The company has not declared or paid any dividend during the year and has not proposed final dividend for the year
vi. Based on our examination, the Company has used accounting software for maintaining its books of account for the year ended March 31, 2026 which has the audit trail feature enabled throughout the year. (Refer Note 39)
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2026.
3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 read with Schedule V of the Act and the rules thereunder.
For R Bansal & Co.
Chartered Accountants ICAI Firm Registration No. 002736N
Ashwani Bansal Partner
Membership No. 529077 UDIN: 26529077RNKKGH8780
Place: Chandigarh
Date: May 6th 2026
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