We have audited the accompanying Standalone financial statements of McLeod Russel India Limited (hereinafter referred to as the "Company"), which comprise the balance sheet as at March 31,2024, the statement of profit and Loss, statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies (hereinafter referred to as the "financial statements").

In our opinion and to the best of our information and according to the explanations given to us, due to the significance of the matters described in the Basis for Adverse Opinion section below, the aforesaid financial statements do not give the information required by the Companies Act, 2013 ("the Act") in the manner so required and also does not give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act ('Ind AS') and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2024, and it's loss, other comprehensive Income, cash flow and thechanges in equity for the year ended onthatdate.

Basis for Adverse Opinion

Attention is invited to the following notes ofthe financial statements:

a) Note no. 58(a) dealing with Inter Corporate Deposits (ICDs) aggregating Rs. 2,86,050.45 lakhs (including Interest of Rs. 9,941.50lakhs accrued till March 31,2019) as on March 31,2024 given to promoter group and certain other entities which are doubtful of recovery and considering recoverability etc. are prejudicial to the interest ofthe company. Provision of Rs. 1,01,039.50 lakhs had been made there against in the earlier year. In absence of ascertainment and provision against the remaining amount, the loss for the year is understated to that extent. Impacts in this respect have not been ascertained by the management and recognised in these financial statements;

b) Note No. 36.2 regarding non-recognition ofInterest of Rs. 12,231.26 lakhs (Including Rs. 3,045.44 lakhs for the year) on loans and Inter Corporate Deposits taken by the company and thereby the loss for the year is understated to that extent and non-determination of interest and other consequential adjustments/disclosures in absence of relevant terms and conditions in respect of certain advances being so claimed by customer as stated therein. Further, as stated in Note no. 59(c), penal/compound interest and other adjustments in respect of borrowings from lenders/banks/financial institution and ICDs etc. have not been recognised and amount payable to lenders and other parties as recognised in this respect are subject to confirmation from respective parties and consequential reconciliation. Pending final determination of amounts with respect to these, adjustments and impacts arising therefrom have not been ascertained and as such cannot be commented upon by us;

c) Note no. 57 of regarding non-determination/recognition of amount payable in respect of claims pursuant to the undertaking executed between the company and the lenders in respect of certain group companies as dealt with in the said note and Note no. 36.3 regarding company's obligation in respect ofthe settlement arrived at with a corporate lender. Pending determination ofthe company's obligation and finalization of terms and conditions following the agreement arrived at with the parties, adjustments to be made in this respect are currently not ascertainable and as such cannot be commented upon by us;

d) Note no.60 regarding non reconciliation/ disclosure of certain debit and credit balances with individual details and confirmations etc. including borrowings and interest thereupon dealt with in Note no. 59. Adjustments/ Impacts with respect to these are currently not ascertainable and as such cannot be commented upon by us;

e) Note no. 53(vi) regarding non-determination and recognition of amount payable in respect of rent for office premises. Pending final determination of amount payable, adjustments and impacts arising therefrom as stated in the said note have not been ascertained and as such cannot be commented upon by us;

f) Note no. 59(b) regarding non-determination of fair value of the Property, Plant and Equipment, Capital Work in Progress, Other Intangible Assets and Investment in subsidiary and impairment ifany to be recognized thereagainst for the reasons stated in the said note. Adjustments/ Impacts with respect to these are currently not ascertainable and as such cannot be commented upon by us; and

g) As stated in Note no. 58(b) ofthe financial statements, the predecessor auditor pertaining to financial year ended March 31,2019 in respect of loans included under para (a) above have reported that it includes amount given to group companies whereby applicability of Section 185 could not be ascertained and commented upon by them. They were not able to ascertain if the aforesaid promoter companies could, in substance, be deemed to be related parties to the Company in accordance with paragraph 10 of Ind AS-24 "Related Party Disclosures". Further certain ICDs as reported werein the nature of book entries and/or are prejudicial to the interest ofthe company. Moreover, in case of advance to a body corporate as stated in Note no. 18.2 which had been fully provided, appropriate audit evidences were not made available to them. These amounts are outstanding as on this date and status thereof have remained unchanged and uncertainty and related concerns including utilization thereof and being prejudicial to the interest of

the companyare valid for periods subsequent to March 31,2019 including current yearalso.The promotercompanies have not been considered as related parties and therefore transactions and outstanding from them have not been disclosed separately in the financial statements. As represented by the management, the parties involved are not related parties requiring disclosure in terms of said Indian Accounting Standard and provisions of Companies act 2013 and concerns expressed as above are not relevant and as such inconsequential to the company.The matter as reported is under examination and pending before regulatory authorities. Pending final outcome ofthe matter under examination we are unable to ascertain the non-compliances in this respect and comment on the same.

We conducted our audit in accordance with Standards on Auditing (SAs) specified under section 143(10) ofthe Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors' Responsibilities for the Audit ofthe Financial Statements section of our report. We are independent of the Company, in accordance with the Code of Ethics and provisions of the Companies Act, 2013 that are relevant to our audit of the financial statements in India under the Companies Act, 2013, and we have fulfilled our other ethical responsibilities in accordance with the Code of Ethics and the requirements under the Companies act, 2013. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse opinion.

Material Uncertainty Related to Going Concern

Attention is drawn to Note no. 59(a) ofthe financial statements dealing with going concern assumption for preparation of Financial Statements ofthe Company.The Company's current liabilities have exceeded its current assets and operational losses have affected the net worth of thecompany. Further,the mattersforming part ofand dealt with underBasisforAdverseOpinion have further impactto asignificant extent on the net worth ofthe company. Loans given to promoter group and certain other entities in earlier years have mostly remained unpaid and are doubtful of recovery. Non-payment of these and the operational losses incurred by the company have resulted in insufficiency of company's resources for meeting its obligations. Amount borrowed and interest thereupon could not be repaid as stipulated and other obligations including statutory and employee's related dues could not be met as well due to insufficiency of resources. The validity period of offer given to the lenders for One time Settlement ('OTS') has expired on September 30,2023 and decision of lenders with respect to the resolution proposals including the company's proposal involving their debt recoverable from the company are awaited as on this date. The circumstances, prevailing situation and conditions indicate the existence of a material uncertainty about the Company's ability to continue as a going concern. However, the financial statements ofthe Company due to the reasons stated in the said Note has been prepared by the management on going concern basis, based on the management's assessment ofthe expected successful outcome ofthe proposals pending before lenders and consequential restructuring/settlement ofamount payable against borrowings and cost related thereto as per Note no. 59(a) to a sustainable level and tenure so that to ensure liquidity in the system over a period including by way of asset monetization, promoter's contribution etc. for repayment ofthe debt, meeting liabilities and statutory obligations ofthe company.The ability to continue as a going concern is dependent upon arriving at a suitable resolution with respect to the company's borrowing including the amount payable in this respect to the bankers as well as to asset reconstruction company in the cases where the debt has been assigned to them and cost thereof as expected as on this date and/or timely implementation thereof. In the event of the management's expectation and estimation in this respect, not turning out to be feasible in future, validity of assumption for going concern and possible impact thereof including on carrying value of tangible and intangible assets even though expected to be material, as such presently cannot be commented upon by us. Our opinion is not modified in respect ofthis matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit ofthe financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Basis for Adverse Opinion section of our report, we have determined the matters described below to be the key audit matters to be communicated in our report.

Information Other than the Standalone Financial Statements and Auditors' Report Thereon

The Company's Board of Directors is responsible for the other information. The other information comprises the Report ofthe Directors and the annexures thereto (namely Management Discussion and Analysis, Report on performance and financial position ofthe subsidiaries and joint ventures, Report on Corporate Governance, Annual Report on CSR Activities, Conservation of energy, technology absorption, foreign exchange earnings and outgo and remuneration and other specified particulars of employees) but does not include the Standalone financial statements and our auditors' report thereon. The other information as stated above is expected to be made available to us after the date of this Auditors' Report

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

In connection with our audit ofthe standalone 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 standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

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) ofthe Companies Act, 2013 ("the Act") with respect to the preparation and presentation ofthese financial statements that give a true and fair view ofthe state ofaffairs (financial position), Total Comprehensive Income (financial performance comprising of Profit/Loss and other comprehensive income), changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act.

This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions ofthe 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 ofthe accounting records, relevant to the preparation and presentation ofthe financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management 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 Company's Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit ofthe 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 auditors' 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 ofthese financial statements.

As part ofan audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. Wealso:

• Identify and assess the risks of material misstatement ofthe 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 with reference to financial statements in place and the operating effectiveness ofsuch 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 ofthe 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 auditors' report to the related disclosures in the standalone 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 auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

• 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 ofthe 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 standalone financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditors' 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 inour report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits ofsuch communication.

Other Matters

We did not audit the financial statement/ information of one overseas office included in the financial statements of the Company whose financial statement/financial information comprising of expenses to the extent of Rs. 1.56 lakhs has been incorporated therein based on Statement of Accounts audited by an Independent firm of Chartered Accountants. The impact in this respect is not material since this reflects total assets of Rs. 5.10 lakhs as at March 31,2024 and the total revenue of Nil for the year ended on that date. Our opinion in so far as it relates to the amounts and disclosures included in respect of said office is based solely on the report of Chartered Accountant.Our opinion is not modified in respect ofthis matter.

Report on Other Legal and Regulatory Requirements

1. As regards to the matters to be inquired by the auditors in terms of Section 143(1) of the Act, we report that Inter corporate Deposits as stated in Para (a) of Basis for Our Adverse Opinion Section ofthis report due to reasons stated therein are prejudicial to the interest of the company. This includes ICDs aggregating to Rs. 77,575.00 Lakhs (included under Para (g) of Basis for Adverse Opinion) as reported by predecessor auditor which were initially given as capital advances in the earlier year and were subsequently converted to ICDs and had been considered by them to be in the nature of book entries and prejudicial to the interest of the company. These amounts are outstanding as on March 31,2024. The matter as stated in Para (g) of Basis for Adverse Opinion Section ofthis report is under examination by relevant authorities and final outcome thereof is awaited as on this date.

2. As required by Section 143(3) of the Act, based on our audit we report, to the extent applicable that:

a) We have sought and except for the effects/ possible effects of the matters described in the Basis for Adverse Opinion section above obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit ofthe aforesaid financial statements;

b) Except for the effects/ possible effects ofthe matters described in the Basis for Adverse Opinion section above and matters stated in para 4(vi) below on reporting under Rule 11 (g) ofthe Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion, proper books ofaccount as required by law have been kept by the Company so far as it appears from our examination ofthose books, returns and the reports ofthe other auditors;

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation ofthe financial statements;

d) Due to the significance of the matters described in the Basis for Adverse Opinion section above, in our opinion, the aforesaid financial statements do not comply with the requirement and provisions of Ind AS specified under Section 133 ofthe Act;

e) The matters described in the Basis for Adverse Opinion section above especially those relating to non-provision of intercorporate deposits as stated in Para (a) and (g) of that section, provision/non-determination for interest and other terms and conditions in respect ofthe borrowings etc. as stated in Para (b) and (c) pending confirmation of lenders, impairment in the value of Property, Plant and Equipment, Capital Work in Progress, Other Intangible Assets and Investment in subsidiary as stated in Para (f) and Material Uncertainty Related to Going Concern assumption pending resolution ofthe company's borrowings, in our opinion, may have an adverse effect on the functioning ofthe Company;

f) On the basis ofthe written representations received from the directors as on March 31,2024 and taken on record by the Board of Directors ofthe Company, none ofthe directors ofthe Company are disqualified as on March 31,2024 from being appointed as a director in terms ofSection 164 (2) ofthe Act;

g) The adverse remarks relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Adverse Opinion section above and in Para 4(vi) below on reporting under Rule 11(g) ofthe Companies (Audit and Auditors) Rules, 2014 (as amended); and

h) With respect to the adequacy ofthe internal financial controls with reference to financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses qualified opinion on the adequacy and operating effectiveness of internal financial controls with reference to financial statements ofthe Company's internal financial controls with reference to financial statements.

3. As required by the Companies (Auditors' Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms ofsub-section (11)ofsection 143 ofthe Companies Act, 2013,we give in the "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable which is subject to the possible effect of the matters described in the Basis for Adverse Opinion paragraph of our Audit Report and the material weakness described in Basis for Qualified Opinion in our separate Report on the Internal Financial Controls with reference to financial statements.

4. With respect to the other matters to be included in the Auditors' 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. The financial statements has disclosed the impact of pending litigations on its financial position of the Company - Refer Note no. 43 to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, ifany, on long-term contracts;

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 (which are material either individually or in the aggregate) 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 or entity, including foreign entity ("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") orprovideanyguarantee, securityorthe likeon behalfofthe Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("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 the audit procedures and generally accepted auditing practices followed in terms of SAs 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 misstatement. However, in respect of the earlier years transactions dealing with loans and advances, securities, guarantees, etc. as given in those years which are forming part ofthe Basis for Adverse Opinion as given above, we are unable to ascertain and/or comment as required underthis para;

v. The company has notdeclared anydividend during theyearthereby reporting underSection 143(11)(f) is notapplicablefor the company;and

vi. (a) Based on the verification carried out by us which included test checks and samples, the Company has used two accounting software, viz Oracle Financials (Oracle) and Navision, for maintaining its books of account for the year ended March 31,2024 which have the feature of recording audit trail (edit log) facility.The Edit Log facility as stated in Note no. 61 was enabled and operated throughout the year for all relevant transactions at application level except as stated in the said note in case of Oracle. However, the same was not enabled in case of Navision. Further, edit log facility at database level was not enabled at the database level to log any direct data changes throughout the financial year.

(b) In respect ofthe above software's, where the edit log facility was enabled to the extent accessible, we however, have not come across any instance ofthe same being tampered with.

(c) As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1,2023, reporting under Rule 11(g) ofCompanies (Audit and Auditors) Rules, 2014 (as amended) on preservation ofaudit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31,2024 and as such the same has not been reported upon by us.

5. With respect to the reporting under section 197(16) ofthe Act to be included in the Auditors' Report, in our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its Managing Director during the current year is not in accordance with provisions of Section 197 of the Act and accordingly such remuneration paid pending necessary approval etc. as given in Note no. 9.1 has been held by them under Trust and disclosed under Loans and Advances in the financial statement.

For Lodha&Co LLP,

Chartered Accountants

Firm's ICAI Registration No.:301051E/E300284

. „ .. R.P.Singh

Place: Kolkata _n .

Partner

^{Date: Ma}y ³⁰, ²⁰²⁴ Membership No: 52438

UDIN:24052438BKFNEO1300