Transport of India : TCI NEPAL PRIVATE LIMITED.

PKF T. R. Upadhya & Co.

INDEPENDENT AUDITORS' REPORT

TCI NEPAL PRIVATE LIMITED

To

The Board of Directors

Report on Audit of Financial Statements

We have audited the accompanying financial statements of TCI Nepal Private Limited ('the Company') which comprise the balance sheet as at 31 March 2021, income statement, the statement of changes in equity and the cash flow statement for the year then ended, annexed thereto, and a summary of significant accounting policies and other explanatory information. The financial statements have been prepared solely to enable the parent company, Transport Corporation of India Limited ('Group'), to prepare its consolidated financial statements as at 31 March 2021.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements have been prepared, in all material respects, in accordance with Nepal Accounting Standards and are suitable for inclusion in the consolidated financial statements of Transport Corporation of India Limited.

Management's responsibility for the Financial Statements

The Company's Board of Directors is responsible for the preparation of the Financial Statements that give a true and fair view of the financial position, financial performance, financial cash flows of the entity, and a summary of significant account policies and other explanatory information, prepared in accordance with group accounting policies followed by the holding company of the group. This responsibility also includes maintenance of adequate accounting records for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that are 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.

The financial statements have been prepared by the Management of the Company, on the basis of instructions received in this regard solely to enable Transport Corporation of India Limited to prepare its consolidated financial statements.

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. We conducted our audit in accordance with in accordance with the Nepal Standards on Auditing (NSAs). Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statement is free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting

124, Lal Colony Marg, Lal Durbar Kathmandu, Nepal.

T: [phone], [phone] F:+ 977 01 4413307www.pkf.trunco.com.np

PKF T R Upadhya & Co. is a member firm of the PKF International Limited family of legally independent firms and does not accept any responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms.

and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Other Matters

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 of the aforesaid financial statements.

• b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid financial statements have been kept so far as it appears from our examination of those books and the report of the other auditor.

• c) The balance sheet, the income statement, the statement of changes in equity and the cash flow statement dealt with by this report are in agreement with the relevant books of account maintained for the purpose of preparation of the financial statements.

Limitation of Use

This report is intended solely for use by Transport Corporation of India Limited in connection with its consolidated financial statements as at and for the year ended 31 March 2021 and should not be used for any other purpose.

Shashi Satyal Partner

PKF TR Upadhya & Co. Chartered Accountants

Date: 30 April 2021

UDIN: 10505CA00008PBOkP