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1.63 crore (P.Y. 3.29 crore) (4.5% of Basic and DA) estimated by the management, should have eview the above in the next financial year. The non-recognition of provision according to the been provided as per the accounting standards. Accordingly, the provision for PRMBS would have $\leqq$ to 01.01.2007 (closed group) has not been recognised even though the Company has reported PBT of INR. 1279.16 crore (P.Y. 120.60 crore), on the basis of affordability. Also, the Company has not provided form PRMBS (open group) @ 4.5% of Basic and DA for serving employees. During schemes above constitutes a departure from the accounting standards as prescribed under section 133 of the Act. An amount of INR. 19.18 crore (P.Y. 1.81 crore) (1.5% of PBT) and INR. been increased by INR. 20.81 crore (P.Y. 5.10 crore) and net income and shareholders' fund would DPE guidelines provides for provision subject to affordability and sustainability. No provision has the pervious year provision in respect of retirees after 01.01.2007 pertaining to FY 2019-20 and 2020-21 has been withdrawn due to loss during these previous years. The management will the liability @1.5% of profit before tax ("PBT") for the year in respect of scheme for retirees prior 536.75 We draw attention to note no 40(f)(a) of the accompanying financial statement, which states that Adjusted Figures (audited figures after 1,050.16 7.00 ,034.45 238.92 372.74 3,273.37 adjusting for qualifications) (₹ In cores) Statement on Impact of Audit Qualifications for the Financial Year ended March 31, 2023 ≨ 3,273,37 2,008.54 .,264.83 1,076.07 $510.84$ Audited Figures (as reported before adjusting for have been reduced by the given amount. For Standalone Financial Statement qualifications) been envisaged at this stage. Qualified Opinion Second Time χ
Ρ ∝CH Any other financial item(s) (as felt appropriate by Audit Qualification(s) where the impact is 1 Details of Audit Qualification: Audit Committee Chairman Type of Audit Qualification Frequency of qualification quantified by the auditor 4 Earnings Per Share Statutory Auditor Total Expenditure 8 the management) Net Profit/(Loss) 6 Total Liabilities Director (Fin.) Total income Signatories: Total Assets Particulars Net Worth Audit Qualification CMD Sl. No.

Core#1, SCOPE Complex, 7, Institutional Area, Lodi Road, New Delhi-110003 Phone No.24361889 Email: [email protected]; [email protected] Website: www.mmtclimited.com CIN:L51909DL1963GOI004033

NO.BS/85/QFR/2023

30th May, 2023

Sub: Outcome of the Board Meeting held on 30th May, 2023.

Dear Sir.

tin f

Pursuant to provisions of Regulation 33 of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 ("The Listing Regulations"), we wish to inform you that the Board of Directors of the company in its meeting held today, i.e. 30^th May, 2023 approved the following:

• Audited Standalone financial results of the company for the quarter and $(i)$ year ended 31st March, 2023.
• Audited Consolidated financial results of the company for the quarter and $(ii)$ year ended 31^st March, 2023.
• Auditors' Report on Standalone and Consolidated Financial Results. $(iii)$

A copy of the standalone and consolidated audited financial results alongwith the Auditors' Report on financial results (both standalone & consolidated financial results) as mentioned above are attached herewith, please.

The aforesaid results are also being disseminated on the company's website, www.mmtclimited.com.

The Board Meeting commenced at 1.00 PM and concluded at 6.15 P.M.

This is for your kind information and record.

Thanking you,

Yours faithfully, For MMTC Limited

AJAY KUMAR MISRA

$(A.K. Misra)$ Compliance Officer

Encls: As above.

MMTC LIMITED
CIN : L51909DL1963GOI004033
(A Govt of India Enterprise)
Core - 1, Scope Complex
7, Institutional Area, Lodhi Road
New Delhi - 110 003.
Email : [email protected] Website : www.mmtclimited.com
or the

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Cash Flow Statement For The Year Ended March 31, 2023

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*Consequent upon divestment of NINL and realisation of equity, the unabsorbed losses to the extent of ₹459.11 crore has been reversed. NINL is no more a JV Company after disinvestment.

3) In terms of the court order dated 06.05.2022 & 07.07.2022 passed by the Hon'ble Delhi High Court in the matter of Anglo Coal case, an amount of ₹ 1088.62 crore has been deposited with Delhi HC and the final amount is subject to judgement/clarification of Hon'ble Court. Provision of ₹ 1054.77 crore has already been made in the books of accounts with interest up to 19.07.2022 as per company's calculation. Next date of hearing is 13.07.2023.

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والمترافقها فالراب فكالراث

• 4) Consequent upon receipts of divestment proceeds from NINL on 4.7.2022 an amount of ₹ 2551.44 crore as on 31.3.2022 have been paid towards principal and agreed interest upto 31.3.2022. An amount of ₹ 106.41 crore relating to interest and Right to Recompense (RTR) has been provided for in the current twelve months, out of which ₹ 63.68 crore pertains to interest from 01.04.2022 to 31.03.2023 & remaining amount of ₹42.73 crore (refer note no. 16) relates to additional interest and other charges under RTR subject to final settlement with banks. The matter is now closed with State Bank of India and Punjab & Sind Bank. Other lender banks are also taking up the matter with their appropriate authorities. Surplus funds are being invested as per Board approved policies.
• 5) NeelachalIspat Nigam Ltd (NINL)-Joint Venture company divestmenthas been completed on 4.7.2022.
• (i) The detailed note on NINL divestment was given in 2021-22 and further to that, MMTC's share of ₹484.14 crore out of ₹ 911.16 crore towards contingent liabilities on account of Govt. dues (₹ 36.77 crore - Non Tax liabilities & ₹874.39 crore - Tax liabilities) have been kept in an interest bearing Escrow Account, which shall be passed on to Sellers in the ratio of their stake holding, if the claim against these dues have not been paid till the end of retention period (2 years for non - tax liabilities and 3 years for tax liabilities), Further as the above event is based on probable future outcome, the revenue for the same has not been recognised and this deferred amount has been treated as contingent asset, which is accordance of the opinion of Tax experts for capital gain tax liability on contingent consideration of ₹484.13 crore.

Out of the ₹ 911.16 crore mentioned above, 3 cases for ₹ 82.96 crore, details mentioned below, are settled in the month of April, 2023 against payment of ₹1.24 crore (as agreed mutually by Sellers and Buyer) and balance ₹ 81.72 crore is distributed to sellers in their shareholding ratio, out of which MMTC had received ₹ 43.42 crore on 25.04.2023. Balance amount of ₹ 828.20 crore (MMTC share ₹ 440.72 crore) is in an interest bearing Escrow Account:

• (ii) All Corporate Guarantees (CG) furnished by MMTC on account of NINL have been released.
• (iii) As per the clause of Share Purchase Agreement (SPA) for divestment of NINL, any unforeseen liability on NINL post divestment shall be borne by Sellers/ Promoters as per the warranty clause of SPA and the aggregate liability of the Sellers and Promoters cannot exceed 20% of the amount received by the sellers from Bid amount, by way of sale consideration and discharge of their respective Seller Debt. MMTC's maximum liability in this regard, if any, works out to ₹1060 crore.
• 6) The liability @ 1.50% of PBT for the year in respect of PRMBS scheme for retirees prior to 1.1.2007 (closed group)has been not been recognised for FY 2021-22 & 2022-23 on the basis of affordability even though company has reported profit before tax ₹ 1279.16 crore( P.Y ₹ 120.60 crore). Also, the company has not provided for PRMBS for open group @ 4.50% Baisc+DA for serving employees.

The company has created PRMBS trust for management of fund and paid ₹ 150.00 crore in 2019-20 to trust against company's liability towards the scheme. The trust is operational during 2022-23.

• 7) An amount of ₹0.07 crore (P.Y.₹ 0.07 crore) on account of demand raised by Stock Exchange Board of India (SEBI) in relation to non-compliance of regulation 33 of SEBI. Further an amount of ₹ 0.01 crore is also included for non-compliance of appointment of Independent Director by administrative ministry.
• 8) An amount of ₹ 0.10 crore on account of foreign Debtors outstanding more than twenty years was written off with the approval of the Board of Directors of MMTC Limited during the F.Y 2022-23 and the provisions created earlier for Bad and Doubtful Debts/Claims/Loans were withdrawn.
• 9) The Management is under the process of taking an opinion on FEMA guidelines through an expert and action (if any) will be taken accordingly.
• 10) As per the direction of administrative ministry for downsizing of offices/business company introduced VRS on 16.03.2023 with the eligibility criteria covering all employees in staff cadre and management cadre irrespective of length of services. VRS of 95 number of employees has been accepted.
• 11) Previous quarters/year's figures have been re-grouped /re-arranged accordingly to make them comparable, wherever necessary.
• 12) The financial results for the Quarter ended 31st March 2023 are the balancing figures between audited figures in respect of the full financial year 2022-23 and the published year to date figures upto the third quarter of the current financial year.
• 13) The above financial results have been reviewed by Audit Committee of Directors & approved by the Board of Directors at their meeting held on 30.05.2023 and are subject to review by C&AG under section 143(6) of the Companies Act 2013.

Place: New Delhi Date: 30.05.2023 BY ORDER OF THE BOARD OF DIRECTORS

$\leq$ $\sim$

(Kapil Kumar Gupta) Director (F) & CFO DIN: 08751137

407, New Delhi House 27, Barakhamba Road New Delhi - 110 001 2 011-41511406, 41511407 E-mail: [email protected] Website:www.mlpuri.com

Auditor's Report on Annual Consolidated Financial Results of MMTC Limited pursuant to the Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

TO

THE BOARD OF DIRECTORS MMTC Limited.

We have audited the accompanying annual consolidated Financial Results of MMTC Limited (hereinafter referred to as "the Holding Company"), and its subsidiary (The holding company and its subsidiary together referred to as "the Group") and its joint ventures, for the year ended 31^stMarch, 2023, ("the Statement"), being submitted by the Holding company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, as amended ('Listing Regulations')

In our opinion and to the best of our information and according to the explanations given to us and based on consideration of the reports of other auditors on separate financial statement/financial information of subsidiaries and joint ventures, the statement:

• a. Includes the results of the following entities (Annexure-1, Attached)
• b. are presented in accordance with the requirements of Regulation 33 of the Listing regulations as amended; and
• c. Give a true and fair view in conformity with the applicable accounting standards and other accounting principles generally accepted in India of the consolidated total comprehensive income (comprising of net loss and total comprehensive loss) and other financial information of the Group for the year ended 31st March, 2023.

Basis of Qualified Opinion

1. We draw attention to note no 6 of the accompanying consolidated financial statement, which states that the liability @1.5% of profit before tax ("PBT") for the year in respect of scheme for retirees prior to 01.01.2007 (closed group) has not been recognized even though the Company has reported PBT of INR. 1279.16 crore (P.Y. 120.60 crore), on the basis of affordability. Also, the Company has not provided form PRMBS (open group) @ 4.5% of Basic and DA for serving employees. During the previous year provision in respect of retirees after 01.01.2007 pertaining to FY 2019-20 and 2020-21 had been withdrawn due to loss during these previous years. The management will review the above in the next financial year. The non-recognition of provision according to the schemes above constitutes a departure from the accounting standards as prescribed under section 133 of the Act. An amount of INR. 19.18 crore (P.Y. 1.81 crore) (1.5% of PBT) and INR. 1.63 crore (P.Y. 3.29 crore) (4.5% of Basic and DA) estimated by the management, should have been provided as per the accounting standards. Accordingly, the provision for PRMBS would have been increased by INR. 20.81 crore (P.Y. 5.10 crore) and net income and shareholders'

fund would have been reduced by the given amount.

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 Auditor's Responsibilities for the Audit of the consolidated Financial Statements section of our report. We are independent of the Group and its joint venture entities in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in India in terms of the Code of Ethics issued by the Institute of Chartered Accountants of India and the relevant provisions of the Companies Act, 2013, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matters

Restructuring and default in loan repayment

We draw attention to Note No. 4 of the accompanying financial Statements, which states that Consequent upon receipts of divestment proceeds from NINL on 4.7.2022 an amount of INR. 2551.44 crore as on 31.3.2022 have been paid towards principal and normal agreed interest upto 31.3.2022. An amount of Rs. 106.41 crore out of which Rs. 63.68 crore pertains to interest from 01.04.2022 to 31.03.2023 & remaining amount of Rs. 42.73 crore relates to additional interest and other charges under RTR subject to final settlement with banks. The matter is now closed with State Bank of India and Punjab & Sind Bank. Other lender banks are also taking up their matter with appropriate authorities. The management is of the view that the remaining banks shall take into consideration the concession if any and no additional provision is required to be made.

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

Non-compliance of regulation 33 of SEBI and section 49 of the Act

We draw attention to Note No. 7 to the accompanying financial statements, which states that the Company has created a contingent liability of INR 0.07 crore (P.Y. 0.07 crore) on account of demand raised by Stock Exchange Board of India (SEBI) in relation to non-compliance of regulation 33 of SEBI. The management is in the process of having these demands waived and thus no provision has been made in the financial statements

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

Non-compliance of Section 149 of the Act

We draw attention to Note No. 7 to the accompanying financial statements, which states that an amount of INR. 0.01 crore is included for non-compliance of appointment of Independent Director within the stipulated time. The management is in the process of receiving an approval from the concerned ministry, thus no provision has been made in the financial statements

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

Write-off of Foreign Debtors

We draw attention to Note No. 8 & 9 to the accompanying financial statements, which states that an amount of INR. 0.10 crore on account of foreign debtors outstanding for more than twenty years was written off with the approval of the Board of directors of the Company during the year and the provisions created earlier for bad and Doubtful Debts/Claims/Loans were withdrawn. The management of the Company is under the process of taking an opinion on the FEMA guidelines through an expert and action (if any) will be taken accordingly.

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

Management's Responsibility for the Consolidated Financial Statements

These annual consolidated financial results have been prepared on the basis of the annual consolidated financial statements.

The Holding Company's Board of Directors is responsible for the preparation and presentation of these consolidated financial statement in term of the requirement of the Companies Act, 2013 ("the Act") that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group including its joint venture entities in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. The respective Board of Directors of the Company included in the Group and of its joint venture entities are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group 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 consolidated financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the directors of the holding company as aforesaid.

In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group and of its associates and jointly controlled entities are responsible for assessing ability of the Group and of its joint venture entities 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 Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the Companies included in the Group and of its joint venture entities are also responsible for overseeing the financial reporting process of the Group and of its associates and joint venture entities.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated 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 ability of the Group and its joint venture entities 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 consolidated 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 Group and its joint venture entities to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group and its joint venture entities to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the consolidated financial statements of which we are the independent auditors. For the other entities included in the consolidated financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entity included in the Consolidated Financial Statements of which we are not the statutory auditors 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.

We also performed procedure in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations, as amended to the extent applicable.

Other Matter

• 1. We did not audit the financial statements / financial information of one wholly owned subsidiary incorporated in Singapore - MMTC Transnational Pte Ltd whose financial statement reflect total assets of INR. 302.81 Cr., net assets of INR. 45.20 Cr. as at 31st March, 2023, total revenues of INR. 3248.55 Cr and net cash outflow of INR.0.74 Cr and total net profit of INR. 3.98 Cr for the year ended on that date, as considered in the consolidated financial statements.
• 1. The consolidated financial statements also include the Group's share of net profit (including other comprehensive income) of INR 30.91 Cr. for the year ended 31 March, 2023 as considered in the consolidated financial statements in respect of joint venture M/s MMTC Pamp India Pvt. Ltd. respectively whose financial statements/financial information have not been audited by us. Further financial statements also include the Group's share of net profit (including other comprehensive income) of and M/s Neelachal Ispat Nigam Limited ("NINL") of INR. 459.11 Cr. incurred due to divestment on NINL on 04.07.2022 through DIPAM.
• 1. The consolidated financial statements do not include Group's share of profit/loss in joint ventures company, M/s Free Trade Warehousing Pvt. Limited and Sical Iron Ore Terminal Limited, TM Mining Company Limited, MMTC Geetanjali Limited as the Group's share of its accumulated losses has exceeded the carrying value of the investment in respective aforesaid joint ventures of the Holding Company. The financial statements / financial information of these joint venture companies have neither been audited by us nor any financial statements (audited/unaudited) have been furnished to us by the Holding Company's Management and our opinion on the Consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of the subsidiary and joint ventures, and our report in terms of the sub section (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiary and joint ventures is based solely on the report of the other auditors. The financial statements of subsidiary in Singapore have been adjusted by the Holding Company's Management in accordance with the accounting principles generally accepted in India including Indian Accounting Standards.
• 1. The consolidated financial results include the results for the quarter ended March 31, 2023 being the derived figures between the audited figures in respect of full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.

Our opinion on consolidated financial result is not modified in respect of the above.

Place: New Delhi Date: 30-05-2023 UDIN: 23095584BGWCXJ1917

For M L Puri & Company Chartered Accountants FRN: 002312N CA R.C. Gupta Partner M.N.: 095584

Annexure-1:

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Consequent upon divestment of NINL and realization of equity, the unabsorbed losses to the extent of $\bullet$ Rs. 459.11 Cr. has been reversed. NINL is no more a JV Company after divestment.

MMTC LIMITED

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Note:

1) In terms of the court order dated 06.05.2022 & 07.07.2022 passed by the Hon'ble Delhi High Court in the matter of Anglo Coal case, an amount of ₹ 1088.62 crore has been deposited with Delhi HC and the final amount is subject to judgement/clarification of Hon'ble Court. Provision of ₹ 1054.77 crore has already been made in the books of accounts with interest up to 19.07.2022 as per company's calculation. Next date of hearing is 13.07.2023.

• 2) Consequent upon receipts of divestment proceeds from NINL on 4.7.2022 an amount of ₹ 2551.44 crore as on 31.3.2022 have been paid towards principal and agreed interest upto 31.3.2022. An amount of ₹ 106.41 crore
• relating to interest and Right to Recompense (RTR) has been provided for in the current twelve months, out of which ₹ 63.68 crore pertains to interest from 01.04.2022 to 31.03.2023 & remaining amount of ₹ 42.73 crore relates to additional interest and other charges under RTR subject to final settlement with banks. The matter is now closed with State Bank of India and Punjab & Sind Bank. Other lender banks are also taking up the matter with their appropriate authorities. Surplus funds are being invested as per Board approved policies.
• 3) Neelachal Ispat Nigam Ltd (NINL)-Joint Venture company divestment has been completed on 4.7.2022.
• (i) The detailed note on NINL divestment was given in 2021-22 and further to that, MMTC's share of ₹484.14 crore out of ₹911.16 crore towards contingent liabilities on account of Govt. dues (₹36.77 crore - Non Tax liabilities & ₹874.39 crore - Tax liabilities) have been kept in an interest bearing Escrow Account, which shall be passed on to Sellers in the ratio of their stake holding, if the claim against these dues have not been paid till the end of retention period (2 years for non - tax liabilities and 3 years for tax liabilities), Further as the above event is based on probable future outcome, the revenue for the same has not been recognised and this deferred amount has been treated as contingent asset, which is accordance of the opinion of Tax experts for capital gain tax liability on contingent consideration of ₹484.13 crore.

Out of the ₹ 911.16 crore mentioned above, amount of ₹ 82.96 crore, are settled in the month of April, 2023 against payment of ₹ 1.24 crore (as agreed mutually by Sellers and Buyer) and balance ₹ 81.72 crore is distributed to sellers in their shareholding ratio, out of which MMTC had received ₹ 43.42 crore on 25.04.2023. Balance amount of ₹828.20 crore (MMTC share ₹440.72 crore) is in an interest bearing Escrow Account.

• (ii) All Corporate Guarantees (CG) furnished by MMTC on account of NINL have been released.
• (iii) As per the clause of Share Purchase Agreement (SPA) for divestment of NINL, any unforeseen liability on NINL post divestment shall be borne by Sellers/ Promoters as per the warranty clause of SPA and the aggregate liability of the Sellers and Promoters cannot exceed 20% of the amount received by the sellers from Bid amount, by way of sale consideration and discharge of their respective Seller Debt. MMTC's maximum liability in this regard, if any, works out to ₹ 1060 crore.
• 4) The liability @ 1.50% of PBT for the year in respect of scheme for retirees prior to 1.1.2007 (closed group) has been not been recognised for FY 2021-22 and 2022-23 on the basis of affordability even though company has reported profit before tax ₹1279.16 crore (P.Y. ₹120.60 crore). Also, the company has not provided for PRMBS for open group @ 4.50% Baisc+DA for serving employees.

The company has created PRMBS Trust for management of fund and paid ₹ 150.00 crore in 2019-20 to trust against company's liability towards the scheme. The trust is operational during 2022-23.

• 5) Above includes amount of ₹ 0.07 crore (P.Y. ₹ 0.07 crore) on account of demand raised by Stock Exchange Board of India (SEBI) in relation to non-compliance of regulation 33 of SEBI. Further an amount of ₹ 0.01 crore is also included for non-compliance of appointment of Independent Director by administrative ministry.
• 6) An amount of ₹ 0.10 crore on account of foreign Debtors outstanding more than twenty years was written off with the approval of the Board of Directors of MMTC Limited during the F.Y 2022-23 and the provisions created earlier for Bad and Doubtful Debts/Claims/Loans were withdrawn.

The Management is under the process of taking an opinion on FEMA guidelines through an expert and action (if any) will be taken accordingly.

• 7) As per the direction of administrative ministry for downsizing of offices/business company has introduced VRS on 16.03.2023 with the eligibility criteria covering all employees in staff cadre and management cadre irrespective of length of services. VRS of 95 number of employees has been accepted.
• 8) Previous quarters/year's figures have been re-grouped /re-arranged accordingly to make them comparable, wherever necessary.
• 9) The financial results for the Quarter ended 31st March 2023 are the balancing figures between audited figures in respect of the full financial year 2022-23 and the published year to date figures upto the third quarter of the current financial year.
• 10) The above financial results have been reviewed by Audit Committee of Directors & approved by the Board of Directors at their meeting held on 30.05.2023 and are subject to review by C&AG under section 143(6) of the Companies Act 2013.

Place: New Delhi Date: 30.05.2023

BY ORDER OF THE BOARD OF DIRECTORS

(Kapit Kumar Gupta) Director (F) & CFO DIN: 08751137

407, New Delhi House 27, Barakhamba Road New Delhi - 110 001 雷 011-41511406, 41511407 E-mail: [email protected] Website:www.mlpuri.com

Auditor's Report on Annual Standalone Financial Results of MMTC Limited pursuant to the Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

TO

THE BOARD OF DIRECTORS MMTC Limited.

Qualified Opinion

We have audited the accompanying standalone Financial Results ("the Statement") of MMTC Limited ("the Company"), for the year ended 31^st March, 2023 and being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, as amended ("Listing Regulation").

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:

• a. are presented in accordance with the requirements of Regulation 33 of the SEBI of Listing Regulations in this regard; and
• b. Give a true and fair view in conformity with the recognition and measurement principals laid down in the applicable Indian accounting standards and other accounting principles generally accepted in India of the net loss including other comprehensive income and other financial information of the Company for the year ended 31^st March, 2023.

Basis for Qualified Opinion

1. We draw attention to note no 4 of the accompanying financial statement, which states that the liability @1.5% of profit before tax ("PBT") for the year in respect of scheme for retirees prior to 01.01.2007 (closed group) has not been recognised even though the Company has reported PBT of INR. 1279.16 crore (P.Y. 120.60 crore), on the basis of affordability. Also, the Company has not provided form PRMBS (open group) @ 4.5% of Basic and DA for serving employees. During the previous year provision in respect of retirees after 01.01.2007 pertaining to FY 2019-20 and 2020-21 had been withdrawn due to loss during these previous years. The management will review the above in the next financial year. The non-recognition of provision according to the schemes above constitutes a departure from the accounting standards as prescribed under section 133 of the Act. An amount of INR. 19.18 crore (P.Y. 1.81 crore) (1.5% of PBT) and INR. 1.63 crore (P.Y. 3.29 crore) (4.5% of Basic and DA) estimated by the management, should have been provided as per the accounting standards. Accordingly, the provision for PRMBS would have been increased by INR. 20.81 crore (P.Y. 5.10 crore) and net income and shareholders' fund would have been reduced by the given amount.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013("the act"). Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the 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 standalone financial results 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 on the Standalone Ind-AS financial statements.

Emphasis of Matter

Restructuring and default in loan repayment

We draw attention to Note No. 2 of the accompanying financial Statements, which states that Consequent upon receipts of divestment proceeds from NINL on 4.7.2022 an amount of INR. 2551.44 crore as on 31.3.2022 have been paid towards principal and normal agreed interest upto 31.3.2022. An amount of Rs. 106.41 crore out of which Rs. 63.68 crore pertains to interest from 01.04.2022 to 31.03.2023 & remaining amount of Rs. 42.73 crore relates to additional interest and other charges under RTR subject to final settlement with banks. The matter is now closed with State Bank of India and Punjab & Sind Bank. Other lender banks are also taking up their matter with appropriate authorities. The management is of the view that the remaining banks shall take into consideration the concession if any and no additional provision is required to be made.

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

Non-compliance of regulation 33 of SEBI and section 49 of the Act

We draw attention to Note No. 5 to the accompanying financial statements, which states that the Company has created a contingent liability of INR 0.07 crore (P.Y. 0.07 crore) on account of demand raised by Stock Exchange Board of India (SEBI) in relation to non-compliance of regulation 33 of SEBI. The management is in the process of having these demands waived and thus no provision has been made in the financial statements

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

Non-compliance of Section 149 of the Act

We draw attention to Note No. 5 to the accompanying financial statements, which states that an amount of INR. 0.01 crore is included for non-compliance of appointment of Independent Director within the stipulated time. The management is in the process of receiving an approval from the concerned ministry, thus no provision has been made in the financial statements

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

Write-off of Foreign Debtors

We draw attention to Note No. 6 to the accompanying financial statements, which states that an amount of INR. 0.10 crore on account of foreign debtors outstanding for more than twenty years was written off with the approval of the Board of directors of the Company during the year and the provisions created earlier for bad and Doubtful Debts/Claims/Loans were withdrawn. The management of the Company is under the process of taking an opinion on the FEMA guidelines through an expert and action (if any) will be taken accordingly.

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

Management's Responsibility for the Standalone Financial Statements

The statement which is the responsibility of the company's management and approved by the board of directors, has been prepared on the basis of the related standalone financial statement of the company. 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 presentation 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 to the accounting principles generally accepted in India. including the accounting Standards specified under section 133 of the Act read with relevant rules issued there under and other accounting principles generally accepted in India and in compliance with regulation 33 of the listing Regulations. 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 result, Board of Directors 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 Board of Directors 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 Company's financial reporting process.

Auditors' Responsibilities for the audit of 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 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 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.

Other Matters:

The standalone financial results include the results for the quarter ended 31, March 2023 being the derived figures between the audited figures in respect of the full financial year and published unaudited year to date figures up to the third quarter of the current financial year which were reviewed by us.

Date: 30th May 2023 Place: New Delhi UDIN: 23095584BGWCXI5515 For M. L. Puri & Company Chartered Accountants ERN: 002312N CA R.C. Gupta

Partner M.N.: 095584

Requirements) Regulations, 2015. The full format of the Quarterly/Annual Financial Results are available on the Stock Exchange websites (www.nseindia.com & www.bseindia.com) and
Company's website (www.mmtclimited.com)