We have audited the accompanying standalone financial statements
of Man Infraconstruction Limited ("the Company"), which comprise
the Balance Sheet as at March 31, 2025, the Statement of Profit and
Loss (including Other Comprehensive Income), the Statement of
Changes in Equity and the Cash Flow Statement for the year then
ended, and a summary of material accounting policies and other
explanatory information (hereinafter referred to as "the standalone
financial statements").

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid standalone 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 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 March 31, 2025, its profit and total comprehensive
income, changes in equity and its cash flows for the year ended on
that date.

We conducted our audit of standalone financial statements in
accordance with the Standards on Auditing specified (SAs) under
section 143(10) of the Act. Our responsibilities under those Standards
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 standalone financial statements under the provisions of the
Act and the Rules made thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the
Code of Ethics issued by ICAI. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our
opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the standalone 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. We have determined the matters
described below to be the key audit matters to be communicated in
our report.

Other Matters

We draw your attention to note no. 4.18 of the Standalone Financial
Statement dealing with Scheme of Arrangement and Merger by
Absorption with respect to the amalgamation of two wholly owned
subsidiaries with the Company. The Certified copy of the order was
filed with the Registrar of the Companies, Maharashtra, Mumbai on
February 11, 2025, and the Scheme has become effective with effect
from the Appointed Date of April 01, 2024. The figures for the year
ended March 31,2024 included in the Standalone financial Statements
have been restated to give effect to the said Scheme of Amalgamation.
Our opinion is not modified in respect of the above matters.

Information Other than the Standalone Financial Statements and
Auditor's Report Thereon

The Company's Management and 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 Annexures to Board's Report,
Business Responsibility and Sustainability Report, Corporate
Governance Report and shareholder information but does not include
the consolidated financial statements, the standalone financial
statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover
the Other Information and we will 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, identified above
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 are required to
report that fact. We have nothing to report in this regard.

Management's and Those Charged with Governance responsibilities
for the Standalone Financial Statements

The Company's Management and Board of Directors 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 Ind AS and other accounting
principles generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act 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 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, 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 Board of Directors are also 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 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 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 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.

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, 2020
("the Order") issued by the Central Government of India in
terms of section 143(11) of the Act, we give in the "Annexure A"
a statement on the matters specified in the paragraph 3 and 4 of
the Order.

2. As required by section 143(3) of the Act, 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 purpose 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, Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity

and the Cash Flow Statement dealt with by this Report are in
agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements
comply with the Ind AS specified under section 133 of the Act
read with relevant rules issued thereunder and relevant provisions
of the Act;

(e) On the basis of written representations received from the
Directors as on March 31,2025 and taken on record by the Board
of Directors, none of the Directors are 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
with reference to Standalone Financial Statements of the
Company and the operating effectiveness of such controls, refer
to our separate Report in "Annexure B". Our report expresses an
unmodified opinion on the adequacy and operating effectiveness
of the Company's internal financial controls with reference to the
Standalone Financial Statements;

(g) 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, as amended:

In our opinion and to the best of our information and according
to the explanations given to us, the remuneration paid by the
Company to its directors during the year is in accordance with
the provisions of section 197 of the Act.

(h) 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) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations
on its financial position in its financial statements - Refer
Note No. 4.03 to the standalone financial statements;

(ii) The Company does not have any material foreseeable losses
on long-term contracts including derivative 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, as stated in Note no. 4.16, 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 persons or entities, 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, as stated in Note no. 4.16, 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;

(c) Based on the audit procedures performed by us that
has 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 (a) and (b) above, contain any material mis¬
statement;

(v) The interim dividend declared and / or paid by the
Company during the year and until the date of this report is
in compliance with Section 123 of the Act.

(vi) As stated in Note 4.17 of the accompanying standalone
financial statements and based on our examination which
included test checks, the Company has used an accounting
software for maintaining its books of account which has
a feature of recording audit trail (edit log) facility and the
same has operated throughout the year for all relevant
transactions recorded in the software. Further, during the
course of our audit we did not come across any instance
of audit trail feature being tampered with. Additionally, the
audit trail has been preserved by the company as per the
statutory requirements for record retention.

For G. M. Kapadia &Co.

Chartered Accountants
Firm Registration No. 104767W

Atul Shah

Partner

Place: Mumbai Membership No. 039569

Date : May 20, 2025 UDIN: 25039569BMLNCU1917