1. We were engaged to audit the accompanying standalone
financial statements of A2Z Infra Engineering Limited ('the
Company'), which comprise the Balance Sheet as at 31
March 2025, the Statement of Profit and Loss (including
Other Comprehensive Income), the Cash Flow Statement
and the Statement of Changes in Equity for the year
then ended, and a summary of the significant accounting
policies and other explanatory information, in which
are included the returns for the year ended on that date
audited by the branch auditors and management certified
of the Company's branches located at Uganda, Tanzania
& Nepal.

2. We do not express an opinion on the accompanying
standalone financial statements of the Company. Because
of the significance of the matters described in the Basis for
Disclaimer of Opinion section of our report, we have not
been able to obtain sufficient appropriate audit evidence
to provide a basis for an audit opinion on these standalone
financial statements.

Basis for Disclaimer of Opinion

3. a. As stated in Note 31 to the accompanying standalone

financial statements, the Company has incurred a net
loss after tax of Rs. 105.35 lakhs during the year ended
31st March 2025, and as of that date, the Company's
accumulated losses amount to Rs. 1,07,569.40 lakhs,
which have resulted in substantial erosion of its net
worth, and the current liabilities exceed current assets
by Rs. 7,183.45 lakhs. Also, certain lenders have filed
applications with the Debt Recovery Tribunal (DRT) for
recovery of their dues as detailed in 31. The Company
has also delayed in repayment of borrowings as further
detailed in Note 22.1.As confirmed by the management,
the Company has been in discussions with the lenders
regarding settlement of these borrowings/dues. Further,
the expected realisation of the amounts outstanding from
certain customers, within the next 12 months, with whom
the Company is in discussions is uncertain in the absence
of any confirmations from such customers. Such events
and conditions and its possible impact of the associated
uncertainties on management's assumptions, and other
matters as set forth in the note 31, cast significant doubt
on the Company's ability to continue as a going concern.
In the absence of sufficient appropriate audit evidence to
support the management's assessment with respect to
restructuring of borrowings/dues and availability of funds,
we are unable to comment on the ability of the Company
to continue as a going concern. Further, as detailed in
Note 12, Management indicates that a material uncertainty
exists that may cast significant doubt on the Tanzania
branch's ability to continue as going concern.Our Audit
report on the standalone financial statements for the year
ended 31st March 2024 also included a disclaimer of
opinion in respect of this matter.

3. b. As stated in Note 22.1 to the accompanying standalone

financial statement,the Company has borrowings from
banks which have been classified as non-performing
assets ('NPA borrowings') (referred to as 'the Lenders').
In respect of the aforementioned NPA borrowings, the
Company has not recognised interest for the year ended
31st March 2025 aggregating to Rs. 1,339.08 lakhs
(accumulated interest as at 31st March 2025 being Rs.
3,788.34 lakhs) payable under the terms of the said
agreements, as estimated by the management on the
basis of expected re-negotiation with the Lenders.

Pending confirmations/ reconciliations from the Lenders
and in the absence of sufficient appropriate evidence to
substantiate management's assessment, we are unable
to comment on the adjustments, if any, that may be
required to the carrying values of the aforesaid borrowings
and dues (including interest) payable to the Lenders
in accordance with the terms of loan agreements and
Settlement Agreement, and the consequential impact
of such adjustments on the accompanying standalone
financials statement. Our Audit report on the standalone
financial statements for the year ended 31st March 2024
also included a disclaimer of opinion in respect of this
matter.

Emphasis of Matter

4. We draw attention to:

a. Note 3.1 to the accompanying standalone financial
statement, which describes the uncertainties relating
to the outcome of the pending various litigations in
respect of the three cogeneration power plants of the
Company, for which the Company has filled petitions
and appeals at various forums. The final outcome
of these matters is presently unascertainable.
Further, the said note also describes that these three
cogeneration power plants fully impaired in its books
of accounts during the year ended 31 March 2023.
Hence, the management has recorded an impairment
INR 35,665.04 lakhs in the present value of the power
plant as at March 31, 2025.

b. Note 40(a) to the accompanying standalone financial
statement, which describes the uncertainty relating
to the outcome of litigation pertaining to income-tax
matters pursuant to orders received by the Company
against which management and the assessing
authorities have filed appeals with relevant Income-
tax Authorities. The final outcome of these matters is
presently unascertainable.

Responsibilities of Management and Those Charged with

Governance for the Standalone Financial Statements

5. The accompanying standalone financial statements have
been approved by the Company's Board of Directors.
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
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 Ind AS 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.

6. 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.

7. Those Board of Directors are also responsible for
overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial

Statements

8. Our responsibility is to conduct an audit of the
accompanying standalone financial statements in
accordance with Standards on Auditing specified under
section 143(10) of the Act, and to issue an auditor's report.
However, because of the matters described in the Basis
for Disclaimer of Opinion section of our report, we were
not able to obtain sufficient appropriate audit evidence to
provide a basis for an audit opinion on these standalone
financial statements. 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 thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements and the Code of Ethics.

Other Matter

9. We did not audit the financial statements of one branch
included in the standalone financial statement of the
Company, whose financial statements reflects total assets
and net assets of Rs. 9.10 lakhs and Rs. (159.60) lakhs
respectively as at 31 March 2025, and total revenues of
Rs. (200.97) lakhs, total net loss after tax of Rs. 526.24
lakhs, and total comprehensive loss of Rs. 526.24 lakhs,
and cash flows (net) of Rs. Nil for the year then ended, as
considered in the standalone financial statements. These
financial statements of the aforesaid branches have been
audited by their respective branch auditors, whose reports

have been furnished to us by the management.

Further this one branch are located outside India whose
financial statements and other financial information have
been prepared in accordance with accounting principles
generally accepted in their respective countries and which
have been audited by branch auditor under generally
accepted auditing standards specified in Annexure 1, as
applicable in their respective countries. The Company's
management has converted the financial statements
of such branches from accounting principles generally
accepted in their respective countries to accounting
principles generally accepted in India. We have audited
these conversion adjustments made by the Company's
management. This report, in so far as it relates to the
balances and affairs of this branch, is based on the audit
report of branch auditor, and the conversion adjustments
prepared by the management of the Company and audited
by us.

The standalone financial statement includes the financial
statement and information of two branches, which
has not been audited by branch auditors, and whose
financial information reflects total revenues of Rs. 31.52
lakhs, total net profit after tax of Rs. 13.78 lakhs and
total comprehensive loss of Rs. 13.78 lakhs for the year
ended 31st March 2025, as considered in the standalone
financial statement. This report, in so far as it relates to
the balances and affairs of this branch, is based solely on
such financial statement and information, as certified and
provided by the management. According to the information
and explanations given to us by the management, their
would not be consequential material impact on the financial
statements of the Company.

Report on Other Legal and Regulatory Requirements

10. Based on our audit, and on the consideration of the reports
of the branch auditors as referred to in paragraph 9 above,
we report that the Company has not paid or provided for
any managerial remuneration during the year. Accordingly,
reporting under section 197(16) of the Act is not applicable.

11. 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
paragraphs 3 and 4 of the Order.

12. Further to our comments in Annexure A, as required by
section 143(3) of the Act, and on the consideration of the
reports of the branch auditors as referred to in paragraph 9
above, we report, to the extent applicable, that:

a) as described in the Basis for Disclaimer of Opinion
section, we sought but were unable to obtain all the
information and explanations which to the best of our
knowledge and belief were necessary for the purpose
of our audit;

b) due to the possible effects of the matters described
in the Basis for Disclaimer of Opinion section, we are
unable to state whether 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.
Proper returns adequate for the purposes of our audit
have been received from the branches not visited by
us;

c) the reports on the accounts of the branch offices of
the Company audited under section 143(8) of the Act
by the branch auditors have been sent to us and have
been properly dealt with by us in preparing this report;

d) the standalone financial statements dealt with by this
report are in agreement with the books of account
and with the returns received from the branches not
visited by us;

e) due to the possible effects of the matters described
in the Basis for Disclaimer of Opinion section, we
are unable to state whether the aforesaid standalone
financial statements comply with the Ind AS specified
under section 133 of the Act;

f) the matters described in Paragraph 3 and 4 in the
Basis for Disclaimer of Opinion / Emphasis of Matter
section, in our opinion, may have an adverse effect
on the functioning of the Company;

g) on the basis of the written representations received
from the directors and taken on record by the Board
of Directors, none of the directors is disqualified as on
31 March 2025 from being appointed as a director in
terms of section 164(2) of the Act;

h) the reservations relating to the maintenance of
accounts and other matters connected therewith
are as stated in the Basis for Disclaimer of Opinion
section, read with paragraph 12(b) above;

i) we were also engaged to audit the internal financial
controls with reference to standalone financial
statements of the Company as on 31 March 2025 in
conjunction with our audit of the standalone financial
statements of the Company for the year ended on
that date and our report dated 28th May 2025 as per
Annexure B expressed disclaimer of opinion; and

j) 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
(as amended), in our opinion and to the best of our
information and according to the explanations given
to us, and based on the consideration of the reports
of the branch auditors as referred to in paragraph 9
above,:

i. due to the possible effects of the matters
described in the Basis for Disclaimer of Opinion
section, we are unable to state whether the
Company has disclosed fully the impact of
pending litigations on its financial position as at
31 March 2025;

ii. due to the possible effects of the matters
described in the Basis for Disclaimer of Opinion
section, we are unable to state whether the
Company has made adequate provision as at

31 March 2025, as required under the applicable
law or Ind AS, for material foreseeable losses, if
any, on long-term contracts including derivative
contracts;

iii. there were no amounts which were required to
be transferred to the Investor Education and
Protection Fund by the Company during the year
ended 31 March 2025; and

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”) 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 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 representations under
sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain
any material misstatement.

v. The Company has not declared/paid dividend
during the year, accordingly compliance u/s 123
of the Act is not applicable to the company.

vi. The reporting under Rule 11(g) of the companies
(Audit and Auditors) Rules, 2014 is applicable
from 1st April, 2023. Based on our examination,
which includes test checks, the company has
used the accounting software for maintaining
its books of account which has a feature of
recording audit trail / edit log facility and the

same has been operated throughout the year
for all the 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.

For MRKS & ASSOCIATES

Chartered Accountants

Firm's Registration No.: 023711N

Sd /-

Saurabh Kuchhal

Partner

Membership No.: 512362

UDIN: 25512362BMJGNB7661

Place: Gurugram

Date: 28.05.2025