We have audited the accompanying financial statements of Yuranus Infrastructure Limited (the ‘Company’),
which comprise the Balance Sheet as at 31 st March 2024, the Statement of Profit and Loss, the Cash Flow
Statement and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by 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 31 March, 2024 and its Profit and 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 Companies Act, 2013 (“the Act”). Our responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the Audit of the Financial Statement 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
financial statements under the provisions of the Companies Act, 201 3 and the Rules there under, 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 financial statements of the current period. 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. We have determined that there are no significant matters that are
required to be disclosed here.

Information other than Financial Statements and the Auditor’s Report thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises
the information included in the Annual Report, but does not include the financial statements and our
auditor’s report thereon.

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

Management’s and Board of Directors’ Responsibilities for the Financial Statements

The Company’s Management and Board of Directors are 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 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.

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 financial
statements 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 and board of directors are 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 and board of directors either
intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. The

board of directors is also responsible for overseeing the company’s financial reporting process.

Auditor’s responsibility for the audit of the 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 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 Standards on Auditing (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 financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:

i. 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.

ii. Obtain an understanding of the 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 explaining our opinion on whether the company has adequate internal financial
controls system in place and the operating effectiveness of such controls.

iii. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

iv. 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.

v. 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.

Materiality

Materiality is the magnitude of misstatements in the financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the
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 financial statements.

Communication with Management

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.

Other matters

Changes in Ownership Structure:

Mr. Dinesh Navinchandra Desai, one of the members of the promoter and promoter group and other
promoter and promoter group of the Company (Seller), Kushal Nitinbhai Patel and other relatives
(Acquirer) and the Company entered into a Share Purchase Agreement (SPA) dated February 24, 2023

and Letter of Offer dated May 1, 2023, whereby the Acquirer agreed to purchase 16,01,100 fully
paid-up equity shares of Rs. 10/- each, constituting 45.75 % of the fully diluted voting share capital
of the Company (Shares), from the Seller, at a price of Rs. 8/- per equity share (Transaction). Seller
transferred the said Shares to the Acquirer. The Acquirer is classified as one of the promoters of the
Company and would be part of the promoter group alongwith the existing promoter/promoter group.
The Acquirer has already made an open offer to the public shareholders of the Company to acquire
from them upto 26% of the fully diluted outstanding equity share capital of the Company at a price of
Rs. 8/- per share aggregating to Rs. 72.8 lakhs under the relevant provisions of SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011. The Draft Letter of Offer (DLOF) in respect of
the open offer was filed by the Acquirer with SEBI on May 1,2023 and accordingly with due procedure
acquirer have acquired requisite shares from public as well as seller and as of now acquirer cum
promoters and promoter group hold 66.59 % of the fully diluted equity share capital of the Company.

Changes in Management Team:

• Pursuant to the Transaction, the Board of Directors was re - constituted, the details of appointment
/ resignation and resignation of Directors in the course of such re-constitution are set out herein
below under Directors and Key Managerial Personnel. Mr. Pankhil Dineshbhai Desai, Mr. Mohit
Dinesh Desai, Mrs. Nisha Mohit Desai, Mr. Rajendrakumar Shantilal Gandhi and Mr. Atul Jayantilal
Shah were resigned from the post of Directorship w.e.f. May 11,2023.

• Mr. Kushal Nitinbhai Patel, Mr. Nitinbhai Govindbhai Patel, Mr. Kunjal Jayantkumar Soni, Mr. Vinod
Kanubhai Rana and Ms. Rashmi Kamlesh Otavani were appointed as an Additional Director w.e.f
May 08, 2023.

• The transition in management is aimed at leveraging the expertise and experience of the new
executives to enhance operational efficiency and drive future growth.

These changes are expected to have substantial implications for the company's future strategy,
governance, and operational focus. We have reviewed the relevant documents and confirmed that
all changes have been executed in compliance with regulatory requirements and the terms of the
acquisition agreement.

Report on Other Legal and Regulatory Requirements

1. As required by section 197(16) of the Act, we report that Managerial Remuneration has been paid
and provided by the company in accordance with the requisite approvals mandated by the
provisions of Section 197 of the Act read with Schedule V to the Act.

2. 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
B”, the statement on the matters specified in paragraphs 3 and 4 of the Order, to the extend
applicable.

3. Further to our comments in Annexure B 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;

c) The balance sheet, the statement of profit and loss and the Cash Flow Statement dealt with by
this report are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section
133 of the Act;

e) 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, 2024 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 over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate Report in
“Annexure A” to this report;

g) 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 does not have any pending litigations which would impact its financial
position.

ii. The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.

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

iv. The management has represented that, to the best of its knowledge and belief, other than
as disclosed in the notes to the accounts,

I. 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(s) or entity(ies), 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; and

II. No funds have been received by the company from any person(s) or entity(ies), 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.

III. Based on audit procedures carried out by us, that we have considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us
believe that the representations under sub-clause (i) and (ii) contain any material
misstatement.

h) No dividend has been declared and paid during the year by the company

i) 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.

For Mistry & Shah LLP

Chartered Accountants

F.R.N: - W100683

Malav Shah

Partner

M.NO. 117101

UDIN: 24117101BKBHHY3460

Date: 21/05/2024

Place: Ahmedabad