We have audited the accompanying standalone financial statements of Valecha Engineering Limited (“the Company”), which comprise the
Balance Sheet as at 31st March, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the 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 and other explanatory information (hereinafter referred as “Standalone Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, except for the effects/possible effects, if any, of the
matters described in the “Basis for Qualified Opinion” paragraph of our report, the aforesaid standalone financial statements give the information
required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting
Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind
AS”), and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2024, its loss, total
comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

We draw attention to:

i. As explained in Note No. 45 to the Standalone Statement, Hon'ble National Company Law Tribunal (“NCLT”), Mumbai Bench has passed
an order dated 09th October 2023 for initiation of the Corporate Insolvency Resolution Process (“CIRP”) in respect of Valecha Kachchh Toll
Roads Limited (VKTRL), a subsidiary of the Company, under the provisions of the Insolvency and Bankruptcy Code, 2016 and appointed
Mr. Avil Jerome Menezes as Interim Resolution Professional (“IRP”) (later on confirmed as Resolution Professional(RP) by Committee of
Creditors (CoC)) to carry out the functions as mentioned under I & B Code for initiation of CIRP.

Valecha Engineering Limited (VEL) has given Corporate Guarantees of Rs.990.70 Crores for the loans availed by VKTRL which have been
invoked by the secured financial creditors of VKTRL. However, the Company has not made any provision in this regard in view of initiation
of CIRP against VKTRL and also in view of likely resolution of the account of VEL during CIRP.

The Company has also neither evaluated any impairment provisions for expected credit losses (ECL) as required under Ind AS 109
“Financial Instruments” nor made any fair valuation as per the requirements of Ind AS 113 “Fair Value Measurements” in respect of its
Investment made of Rs. 39.84 crores and loan given of Rs. 73.46 crores to VKTRL, in view of likely resolution in CIRP of the Company.

Had the Company made provision towards impairment of such outstanding Loans, Investments and Corporate Guarantees to VKTRL, the
Net Loss of the Company would have increased by Rs. 1104.00 Crores.

ii. As explained in Note No. 46 to the Standalone Statement, Valecha LM Toll Private Limited (VLMTPL), an erstwhile step down subsidiary
of the Company, has been referred to liquidation vide Order dated 27th October, 2020 of Hon'ble NCLT, Mumbai and liquidation process
has commenced. As informed by Liquidator of VLMTPL, all the assets of VLMTPL have been auctioned except Income Tax receivable
and security deposit of sales tax and the proceeds have been distributed amongst the secured financial creditors of VLMTPL. Further,
Corporate Guarantees of Rs.261.14 Crores given by VEL has been invoked by the secured financial creditors of VLMTPL. However, the
Company has not made any additional provision in this regard in view of likely resolution in CIRP of the Company.

Had the Company made provision towards impairment of such Corporate Guarantees to VLMTPL, the Net Loss of the Company would
have increased by Rs 261.14 Crores.

iii. As explained in Note 47 to the Standalone Statement, the Company has not evaluated impairment provisions for expected credit losses
(ECL) as required under Ind AS 109 “Financial Instruments” in relation to Investments aggregating to Rs. 2.19 crores in four subsidiary
companies, Loans & advances aggregating to Rs.180.45 crores given to its four subsidiary companies and one step-down subsidiary
company.

Further, Corporate Guarantees aggregating to Rs.168.81 crores to Banks on behalf of one Subsidiary company and one Step-down
Subsidiary company has been invoked by the respective secured financial creditors of the above mentioned subsidiary and step down
subsidiary. However, no provision has been made by the Company in this regard in view of likely resolution in CIRP of the Company.

Had the Company made provision towards impairment of such Investments, Loans and Corporate Guarantees, the Net Loss of the
Company would have increased by Rs. 351.45 Crores.

iv. As explained in Note No. 48 to the Standalone Statement, the Company has not evaluated expected credit losses for long outstanding
Trade Receivables of Rs. 303.09 crores which includes Rs. 99.45 crores pertaining to additional claims raised during earlier years due to
price escalation and various other reasons which are under consideration and deliberation before various authorities.

The Company has also not evaluated impairment provisions for expected credit losses as required under Ind AS 109 “Financial Instruments”
for loans given to related parties (other than subsidiaries, step down subsidiaries and associate company) amounting to Rs. 6.50 crores,
loans given to other than related parties amounting to Rs. 26.11 crores and advances to suppliers amounting to Rs. 33.87 crores as at
March 31,2024.

In absence of any detailed information regarding the recoverability of such loans and advances, third party confirmation/reconciliations
for such trade receivables and loans and advances, we are unable to comment upon the recoverability and corresponding impact of
impairment on the standalone financial statements for the year ended March 31,2024.

v. As explained in Note No. 49 to the Standalone Statement, the Company has not recognised interest payable on its borrowings from Banks
and NBFC's since April 1,2018 in view of the settlement proposals pursued in the prior year's wherein the Company expected a settlement
at an amount lower than the liabilities already recorded in books of accounts. The Company continues to not recognise the interest payable
on its borrowings during the year ended March 31,2024 in view of likely resolution in CIRP of the Company.

The Company has also not provided for interest liability which may arise towards delayed payment / non-payment of dues towards tax
deducted at source as on March 31,2024.

In absence of any further detailed information, we are unable to comment upon the resultant impact, if any, on the standalone financial
statements for the year ended March 31,2024, which may arise on account of non-provision of interest on loans and statutory dues as
referred above.

vi. As explained in Note No. 50 to the Standalone Statement, the Company has an outstanding principal liability of Rs. 22.94 crores as at
March 31,2024 payable to public fixed deposit holders. In view of the already weak financial position of the Company, the Company has
not provided any further interest on these outstanding overdue deposits in prior years. The Company continues to not recognise any interest
payable on the outstanding liability payable to Fixed Deposit holders in view of likely resolution in CIRP of the Company.

In absence of detailed information and computation of such interest including additional interest, if any, we are unable to comment upon its
resultant impact on the standalone financial statements for the year ended March 31,2024.

vii. As explained in Note No. 51 to the Standalone Statement, Other Non-Current Assets as at March 31, 2024 includes Rs 31.35 crores
receivable towards various indirect taxes from Government Authorities which are pending for assessments. However, in view of unavailability
of information on status of such assessments or status of recoverability, we are unable to comment upon the resultant impact, if any on
standalone financial statements for the year ended March 31,2024.

Had the Company made provision towards such indirect taxes from Government Authorities, the Net Loss of the Company would have
increased by Rs 31.35 Crores.

viii. As explained in Note No. 52 to the Standalone Statement, the Company has many project sites which have either been de-mobilized
or completed or otherwise shut / non-operational. The Company could not obtain details of transactions effecting, if any, through Bank
accounts previously operated through such project sites. There have been no operations in such project sites during the year ended March
31,2024. Such Project Sites comprises total assets of Rs. 84.36 crores [including Trade Receivables Rs. 70.46 crores and loans to other
parties Rs. 5.54 crores referred in point iv above, balances with revenue authorities of Rs. 8.33 crores referred in point vii above] and total
liabilities of Rs. 26.70 crores as at March 31,2024. In view of unavailability of information, we are unable to comment upon the resultant
impact, if any on standalone financial statements for the year ended March 31,2024 had the said units been audited by us.

ix. As explained in Note no 53 to the Standalone Statement, the Company has one in-operative and dormant Bank accounts for which no bank
statements are available with the Company. The Company is in the process of obtaining the statements of such inoperative and dormant
bank accounts.

In absence of such bank accounts details, we are unable to comment on the resultant impact if any on the standalone financial statements
for the year ended March 31,2024.

x. As explained in Note no 54 to the Standalone Statement, the accounts of certain Banks, Loans & Advances given, Trade Receivables,
Other Current Assets, Lenders' liability, Trade Payables and Other liabilities are subject to confirmations, reconciliations and adjustments,
if any, having consequential impact on the standalone financial statements for the year ended March 31,2024 the amounts whereof are
presently not ascertainable.

xi. As explained in Note no 55 to the Standalone Statement, bank guarantees aggregating to Rs.13.40 crores have been invoked by customers
of the Company. However, the Company has not provided for such invocation of bank guarantees in view of likely resolution in CIRP of the
Company

Had the Company made provision towards Invocation of bank guarantees, the Net Loss of the Company would have increased by Rs 13.40
Crores.

xii. As explained in Note no 57 to the Standalone Statement, RP has received claims from various operational and financial creditors. In certain
instances, the amount of the claim admitted by RP under CIRP differs from the amount reflecting in the books of accounts of the Company.
However, pending receipt of final order, the Company has not made any reconciliation / adjustments in its books of account vis-a-vis the
claims made by the Creditors.

In absence of receipt of the final order, we are unable to comment upon the resultant impact, if any, on the standalone financial statements
for the year ended March 31,2024, which may arise on account of giving the order effect towards the reconciliations/adjustments in the
books of accounts.

xiii. There are various Legal Cases filed by / against the Company, since the cases are ongoing, we are unable to comment on any consequential
impact in respect of the same on the standalone financial statements for the year ended March 31,2024 the amounts whereof are presently
not ascertainable.

The matters stated above except point (xi) and (xii) were also subject matter of qualification in our audit conclusion/ opinion on the standalone
financial statements for the year ended March 31,2023.

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 SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone 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 financial statements under the provisions
of the Act 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 qualified audit opinion on the
Standalone financial Statements.

Material Uncertainty Related to Going Concern:

We draw attention to Note No. 49 & Note No. 56 to the Standalone Financial Statements which indicates that the Company has accumulated
losses and its net worth has been substantially eroded and there has been defaults in repayment of various borrowings and deposits. These
conditions, along with the commencement of CIRP proceedings as set forth in Note No 42, indicate the existence of a material uncertainty that
may cast significant doubt about the Company's ability to continue as a going concern. However, the standalone financial Statements of the
Company have been prepared on a going concern basis for the reasons stated in Note No.55 to the Standalone Financial Statement.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the
current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.

Information Other than the Standalone Financial Statements and Auditor’s report thereon

The Company's Management is responsible for the preparation of other information. The Other information comprises the information included
in the Management Discussion and Analysis, Board's Report including Annexures to the Board report, Corporate Governance report and
Shareholder's information, but does not include the standalone financial statement and our auditor's report thereon.

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 of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the standalone 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 required to report that
fact. We have nothing to report in this regard.

Responsibilities of Management and Those charged with Governance for the Standalone Financial Statements

The Resolution Professional is currently managing the operations of the company and Standalone Financial Statements have been prepared
on going concern basis. The Company's Management is responsible for the matters stated in Section 134(5) of the Act with respect to the
preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance (including other
comprehensive income), 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.

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 statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the standalone financial statements, the Resolution Professional 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 Resolution Professional are responsible for overseeing the Company's financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 standalone 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 standalone 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 Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial
statements on whether the company has adequate internal financial controls with reference to financial statements 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 entity'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
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 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 standalone financial statements, including the disclosures, and whether the
standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that individually or in aggregate makes it probable that the
economic decisions of a reasonably knowledgeable user of the standalone 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 standalone 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 standalone 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 the Companies (Auditor's Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub¬
section (11) of Section 143 of the Act, we give in the Annexure “A” a statement on the matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) Except for the matters stated in “Basis for Qualified Opinion” paragraph above, 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) Except for the matters stated in “Basis for Qualified Opinion” paragraphs above, in our opinion, proper books of account as required
by law have been kept by the Company so far as it appears from our examination of those books and records.

(c) The Balance sheet, the Statement of Profit & Loss (including other comprehensive income), Statement of Changes in Equity and the
Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

(d) Except for the effects / possible effects of matters described in the “Basis for Qualified Opinion” paragraphs above, in our opinion,
the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act read with
Companies (Indian Accounting Standards) Rules, 2015.

(e) The matters described in the “Basis for Qualified Opinion” paragraphs above, in our opinion, may have an adverse effect on the
functioning of the Company.

(f) On the basis of the written representations received from the directors as on 31st March, 2024 taken on records by the Board of
Directors, none of the directors is disqualified as on 31st March, 2024 from being appointed as a Director in terms of Section 164(2)
of the Act.

(g) With respect to the adequacy of the internal financial controls with reference to Standalone financial statements of the Company and
the operating effectiveness of such controls, refer to our separate Report in Annexure “B”.

(h) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of Section 197(16) of
the Act, in our opinion and to the best of our information and according to the explanations given to us, the Company has not paid
remuneration to its directors during the year.

(i) With respect to the other matters to be included in the Auditor's report in accordance with the Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the standalone financial
statements disclose the impact of pending litigations on financial position of the Company. [Refer Note No. 32 & 58 to the
Standalone Financial Statements]

ii. Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the Company has made
provision, as required under the applicable law or Ind AS for material foreseeable losses, if any, on long-term contracts.

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

iv. (a) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to

the Standalone Financial Statements, 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)
during the year 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”) 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 (which are material either
individually or in the aggregate) have been received by the Company during the year 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.

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has
come to our notice that has caused us to believe that the representation under sub clause (i) and (ii) of Rule 11(e) of The
Companies (Audit and Auditors) Rules, 2014, as provided under (a) and (b) above, contains any material misstatement.

v. The Company has not declared or paid any dividend during the year ended March 31,2024 and hence reporting compliance of
Section 123 of the Act is not applicable.

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of
account for the financial year ended March 31,2024 which does not have a feature of recording audit trail (edit log) facility.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g)
of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record
retention is not applicable for the financial year ended March 31,2024.

For Bagaria & Co. LLP

Chartered Accountants

Firm registration No. - 113447W/W-100019

Place: Mumbai Vinay Somani

Date: May 30, 2024 Partner

Membership No. 143503
UDIN: 24143503BKDZJR5087