We have audited the Standalone Financial Statements of
Praj Industries Limited ("the Company"), which comprise the
Standalone Balance Sheet as at March 31,2025, the Standalone
Statement of Profit and Loss (including Other Comprehensive
Income), the Standalone Statement of Changes in Equity and
the Standalone Statement of Cash Flows for the year then
ended, and notes to the Standalone Financial Statements,
including 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 accounting
principles generally accepted in India, of the state of affairs
of the Company as at March 31, 2025, its profit and other
comprehensive income, its changes in equity and its cash flows
for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on
Auditing ("SAs") specified 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 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 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 opinion.

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.

Other Information

The Company's Board of Directors is responsible for the
other information. The other information comprises of the
Management Discussion and Analysis; Board of Directors'
Report along with its Annexures and Corporate Governance
Report included in the Annual Report but does not include
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 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 in
the 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.

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) 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
Indian Accounting Standards ("Ind AS") specified under section
133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended.

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
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.

Those 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 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 controls 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 with reference to the Standalone 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 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
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.

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 controls 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 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) 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 it
appears from our examination of those books except
for the matters stated in the paragraph 2 i) (vi) below
on reporting under Rule 11(g).

c) The Balance Sheet, the Statement of Profit and
Loss (including other comprehensive income), the
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) In our opinion, the aforesaid Standalone Financial
Statements comply with the Indian Accounting
Standards specified under Section 133 of the Act,
read with Companies (Indian Accounting Standards)
Rules, 2015, as amended.

e) On the basis of the 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 reference to the maintenance of accounts
and other matters connected therewith, refer to our
comment in paragraph 2 (b) above and refer to our
comment in paragraph 2(i)(vi) below, on reporting
under rule 11 (g).

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

h) As required by section 197 (16) of the Act; in our
opinion and according to information and explanation

provided to us, the remuneration paid/provided by the
Company to its directors for the current year is in
accordance with the provisions of section 197 of the
Act and remuneration paid/provided to directors is
not in excess of the limit laid down under this section.

i) 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 the
Standalone Financial Statements - Refer Note
27.

(ii) The Company has made provision, as required
under any law or accounting standards, for
material foreseeable losses on long term revenue
contracts. The Company did not have material
foreseeable losses on any derivative contracts.

(iii) There is no delay in amount required to be
transferred, to the Investor Education and
Protection Fund by the Company during the year
ended March 31, 2025.

(iv) (a) The management has represented to us

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
person or entity, including foreign entities
("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. Refer note 40(vii)
to the Standalone Financial Statements.

(b) The management has represented to us,
that, to the best of its knowledge and belief

no funds have been received by the Company
from any person or entity, including foreign
entities ("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.
Refer note 40(vii) to the Standalone
Financial Statements.

(c) Based on the information and explanation
given to us and audit procedures performed
as considered reasonable and appropriate
in the circumstances, nothing has come
to our notice that has caused us to believe
that the representations made by the
Management under sub-clause i) (iv)(a)
and (iv)(b) above contain any material
misstatement.

(v) The dividend declared and paid during the year
by the Company is in compliance with Section
123 of the Act.

(vi) 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 except that no audit
trail (edit log) facility/feature was enabled at the
database level to log any direct changes. During
our audit, so far it relates to audit trail in respect
of transactions, 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 P G BHAGWAT LLP

Chartered Accountants

Firm Registration Number : 101118W/W100682

Abhijeet Bhagwat

Partner

Membership Number : 136835
UDIN :25136835BMLYRU1302
Pune

April 29, 2025