We have audited the standalone financial statements of BENARA BEARINGS & PISTONS LIMITED ("the Company"), which
comprise the balance sheet as at 31^st March 2025, and the statement of Profit and Loss and statement of cash flows for the
year then ended, and notes to the financial statements, including a summary of significant accounting policies and other
explanatory information.

We do not express an opinion on the accompanying financial statements of the entity. Because of significance of the matters
described in the Basis for Disclaimer of Opinion section of our report, we have not been able to obtain sufficient appropriate
audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for Disclaimer of Opinion

1. We were unable to obtain sufficient and appropriate audit evidence regarding the physical inventory as at 31^st March
2025 amounting to Rs. 1849.75 lakhs. During the year, slow-moving inventory amounting to Rs. 864.29 lakhs, which
had not been in trade for more than one year, has been written off. The management has undertaken a detailed
reconciliation exercise for the remaining inventory that is also slow-moving or non- tradable. This includes plans to
reprocess or melt such inventory wherever feasible. The assessment of the financial impact, if any, arising from this
exercise is currently underway and will be accounted for appropriately upon completion. Consequently, we are
unable to determine whether any adjustments might be necessary in respect of these balances and the loss for the
year.

2. We were unable to obtain sufficient and appropriate audit evidence regarding the recoverability of Non-Current
Assets amounting to Rs. 979.02 lakhs as at 31^s March 2025. Consequently, we are unable to determine whether any
adjustments are required in respect of these balances and the reported loss for the year.

3. We were unable to obtain sufficient and appropriate audit evidence regarding the recoverability of Long-Term Loans
and Advances as at 31^s March 2025 amounting to Rs. 1,171.25 lakhs. Consequently, we are unable to comment on
the possible impact of these matters on the financial statements.

4. The Company is in the process of negotiating a one-time settlement (OTS) with various lenders in respect of its
Short-Term Borrowings amounting to Rs. 5,167.61 lakhs as at 31^s March 2025. Due to continued defaults in
repayment of principal and interest, the loan accounts have been classified as Non-Performing Assets (NPAs) by the
respective banks and financial institutions. Owing to financial constraints, the Company has not made payments of
interest and instalments on these borrowings and has submitted a proposal for OTS to the lenders. In light of the
ongoing settlement discussions and uncertainty regarding the outcome, the Company has not provided for interest
on these loans during the year. The management has stated that any provision for interest or reversal thereof, based
on waivers granted under the OTS, will be accounted for once the settlement is finalized.

However, no sufficient and appropriate audit evidence has been made available to support the assumptions used or
the status of the settlement process. Accordingly, we are unable to determine whether any adjustments may be
necessary in respect of the borrowings and their consequential impact on the loss for the year.

5. The Company has not provided depreciation on Intangible Assets amounting to Rs. 481.18 lakhs as at 31st March
2025. In the absence of sufficient audit evidence and a proper depreciation policy, we are unable to determine the
effect of such non-compliance on the financial statements.

6. The balances of Trade Payables, Trade Receivables, and Other Financial Liabilities are subject to confirmation and
reconciliation. In the absence of sufficient and appropriate audit evidence, we are unable to ascertain the correctness
of these balances and their impact, if any, on the loss for the year.

7. The Company has incurred cash losses amounting to Rs. 1665.68 lakhs during the year ended 31^st March 2025, and
its net worth has become negative. These conditions indicate a material uncertainty that casts significant doubt on
the Company's ability to continue as a going concern. However, the financial statements have been prepared on a
going concern basis. We were unable to obtain sufficient audit evidence to support the management's assessment of
the going concern assumption.

8. The Company has recognized income tax demands of Rs. 5,150.47 lakhs and GST demands of Rs. 911.07 lakhs. We
were unable to obtain sufficient and appropriate audit evidence regarding the status and potential impact of these
demands on the financial statements.

The possible effects of these matters are both material and pervasive to the financial statements; consequently, we
have been unable to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.

Our opinion is not modified in respect of these matters.

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

The Company's Board of Directors is responsible for the other information. The other information comprises the information
included in Board's Report including Annexures to Board's Report, Shareholder's Information, but does not include the
financial statements and our auditor's report thereon.

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

In connection with our audit of the Financial Statements, our responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the
Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

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

Management's Responsibility for the Standalone 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 financial statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in
India, including the Accounting Standards (AS) 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 financial
statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibilities for the Audit of the Standalone 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 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 financial controls relevant to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section 143(3X0 of the Act, 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 financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it
probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We
consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the
results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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.

Other Matters

Management is responsible for the other information, which comprises the information included in the Company's annual
report, but does not include the financial statements and our auditor's report thereon. Our disclaimer of opinion does not
cover the other information, and we do not express any form of assurance conclusion thereon. Because of the significance of
matters described above, we have not been able to determine whether the other information is materially misstated.

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 the 'Annexure A' 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, 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, Statement of
Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant
books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133
of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by
the Board of Directors, none of the directors is disqualified as on March 31, 2025 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 over financial reporting of the Company with
reference to these standalone Ind AS financial statements and the operating effectiveness of such controls, refer
to our separate Report in "Annexure B" to this report and;

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. As represented by the Management, except as disclosed under Note 27 to the financial statements, the
Company does not have any pending litigations as at 31^s March 2025 which would have an impact on its
financial position in its Financial Statements;

ii. The Company does not have any long-term contracts including derivatives contracts for which there were
any material foreseeable losses;

iii. There were no amounts, which were required to be transferred to the Investor Education and Protection
Fund by the Company.

iv. a) The management has represented that, to the best of it's knowledge and belief, no funds have

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

b) The management has represented, that, to the best of its knowledge and belief, no funds have
been received by the company from any person(s) or entity(ies), including foreign entities
("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the
company shall, whether, directly or indirectly, lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such 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), as provided under (a) and (b) above,
contain any material mis-statement.

v. No dividend has been declared or paid during the year by the company.

For Agarwal Jain and Gupta

Chartered Accountants
FRN: 013538C

Sd/-

CA Sarwan Kumar Prajapati

Partner
M. No.199969
UDIN: 25199969BMINZA3205

Place: Agra
Date: July 28, 2025