We have audited the accompanying Ind AS Financial
Statements of TALBROS ENGINEERING LIMITED (“the
Company”), which comprises the Balance Sheet as at March
31, 2025, the Statement of Profit and Loss, the Statement
of changes in Equity and the Statement of Cash Flows for
the year ended on that date and a summary of significant
accounting policies and other explanatory information.

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid Ind
AS 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 Accounting
Standards prescribe under section 133 of the Act read with
the Companies (Accounting Standards) Rules, 2015, as
amended, (“AS”) and other accounting principles generally
accepted in India, of the state of affairs of the Company as
at March 31, 2025, the profit, changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion:

We conducted our audit of the Ind AS Financial Statements
in accordance with the Standards on Auditing specified under
section 143(10) of the Act. Our responsibilities under those
Standards are further described in the Auditor’s Responsibility
for the Audit of 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 Ind AS Financial Statements under
the provision of the Act and Rules made there under, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI's Code of Ethics. We
believe that the audit evidence obtained by us is sufficient
and appropriate to provide a basis for our audit opinion on
the Ind AS Financial Statements.

Key Audit Matters:

Key audit matters are those matters that, in our professional
judgement, were of most significant in our audit of the Ind
AS Financial Statements of the current period. These matters
were addressed in the context of our audit of the financial
statement as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
In the audit of the current period, we have not have observed
any key audit matters required to be reported separately.

Information Other than the Ind AS Financial Statements
and Auditor’s Report Thereon:

The Company's Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Management
Discussion and Analysis, Board's Report including Annexure
to Board's Report, Business Responsibility Report, Corporate
Governance and Shareholder's Information, but does not
include the Ind AS Financial Statements and our auditor's
report thereon.

Our opinion on the Ind AS 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 Ind AS Financial
Statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is
materially inconsistent with the Ind AS 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 and Board of Director’s Responsibility for
the Ind AS 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 Ind AS
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, read with Rule 7 of the Companies (Accounts) Rules,
2014 and the Companies (Accounting Standards) Rules,
2015, as amended.

This responsibility also includes the maintenance of adequate
accounting records in accordance with the provision of the
Act for safeguarding of the assets of the Company and for
preventing and detecting the 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 control, 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 statement, the management and
the 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 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 responsible for overseeing the
Company's financial reporting process.

Auditor’s Responsibility for the Audit of the Financial
Statement:

Our objectives are to obtain reasonable assurance about
whether the Ind AS 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 Ind AS
Financial Statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional scepticism
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 control
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under
section 143(3)(i) 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 the 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 Ind AS 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 Ind AS Financial Statements, including
the disclosures, and whether the Ind AS Financial
Statements represent the underlying transactions and
events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Ind AS
Financial Statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably
knowledgeable user of the Ind AS 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 Ind AS
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.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the Ind AS 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 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
appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and
Loss, 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 Ind AS Financial
Statements comply with the AS specified under
Section 133 of the Act.

e) On the basis of 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 and the operating effectiveness of such
controls, refer to our separate report in “Annexure
A”. Our report expresses an unmodified opinion on
the adequacy and operating effectiveness of the
Company's internal financial controls over financial
reporting.

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) Rule 2014,
as amended in our opinion and to the best of our
information and according to the explanation given
to us

i) The Company does not have any pending
litigation which would impact its Financial
position;

ii) The Company did not have any long-term
contracts including derivative contracts for
which they were any material foreseeable
losses under the applicable law or accounting
standards.

iii) There has been no delay in transferring amounts
if applicable, 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 persons or entities, 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 (“Ultimate Beneficiaries”) by or
on behalf of the Company 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 persons or entities, including
foreign entities (“Funding Parties”), with

the understanding, whether recorded in
writing or otherwise, that the Company
shall directly or indirectly, lend or invest
in other persons or entities identified
in any manner whatsoever (“Ultimate
Beneficiaries”) by or on behalf of the
Funding Parties 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, 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) contain
any material misstatement.

v) The final dividend paid by the Company during the
current year in respect of the same declared for the
previous year is in accordance with section 123
of the Companies Act 2013. As stated in notes to
the financial statements, the Board of Directors of
the Company have proposed final dividend for the
current year which is subject to the approval of the
members at the ensuing Annual General Meeting.
The dividend declared is in accordance with section
123 of the Act.

vi) Based on our examination, which included test
checks, the Company has used accounting software
systems for maintaining its books of account for the
financial year ended March 31, 2025 which have
the feature of recording audit trail (edit log) facility
and the same has operated throughout the year for
all relevant transactions recorded in the software
systems. Further, during the course of our audit
we did not come across any instance of the audit
trail feature being tampered with and the audit trail
has been preserved by the Company as per the
statutory requirements for record retention

2. 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 B”, a statement on the
matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

For Rakesh Raj & Associates
Chartered Accountants
FRN: 005145N

Sd/-

Place: Faridabad ABHISHEK KUMAR

Date: 20.05.2025 (PARTNER)

UDIN: 25519429BMJKTY5570 M.NO: 519429