We have audited the standalone financial statements of K2
Infragen Limited (Previously known as K2 Infragen Private
Limited) (“the Company”), which comprise the Standalone
Balance Sheet as at 31 March 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 information and
other explanatory information (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 31 March 2025, and its standalone
profit, standalone total comprehensive income, the standalone

changes in equity and its standalone cash flows for the year
ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements
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
Responsibility 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 (“the 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 ICAI’s Code of Ethics. We
believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit 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.

Information Other than the Standalone Financial
Statements and 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 Director’s Report but does not
include the standalone financial statements and our auditor’s
report thereon. The Director’s report is expected to be made
available to us after the date of this auditor’s report.

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 when it becomes
available 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.

When we read the Director’s Report, if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance
and shall comply with the relevant applicable requirement of
SA 720 (Revised), ‘The Auditor’s Responsibilities Relating to
Other Information’.

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, cash
flows and changes in equity of the Company in accordance
with the 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
statement 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 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 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 Responsibility 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 financial 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 over financial reporting
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 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 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 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 to
the extent applicable 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 keeping backup on daily basis of such
books of account maintained in electronic mode
in a server physically located in India and for
the matters stated in paragraph 2(i)(vi) below
on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014.

c) The Balance Sheet, the Statement of Profit and
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) In our opinion, the aforesaid standalone 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 as on 31 March 2025 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.

f) The modifications relating to the maintenance of
accounts and other matters connected therewith
are as stated in the paragraph 2(b) above on
reporting under Section 143(3)(b) of the Act and
paragraph 2(i)(vi) below on reporting under Rule
11(g) of the Companies (Audit and Auditors)
Rules, 2014.

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, 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.

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, as amended 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 standalone financial statements.
(Refer Note 33 to the standalone financial
statements)

ii. t he 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. (Refer Note
43 to the standalone financial statements)

iv. (a) The Management has represented that,

to the best of it’s 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(s) or entity(ies), including
foreign entities (“Intermediaries”), with
the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, 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 46
to the standalone financial statements)

(b) The Management has represented, that,
to the best of it’s knowledge and belief,
no funds (which are material either
individually or in the aggregate) 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, 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 47
to the standalone financial statements)

(c) Based on the audit procedures
performed 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) contain
any material misstatement.

v. The Company has not declared or paid any
dividend during the year.

vi. Based on our examination which included
test checks, the Company has used an
accounting software for maintaining its
books of account for the financial year
ended 31 March 2025, 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 to the extent it was enabled as
stated above, has not been preserved by the Company as
per the statutory requirements for record retention.

For S.N. Dhawan & CO LLP

Chartered Accountants
(Firm’s Registration No. 000050N/N500045)

Rahul Singhal

Partner

Membership No. 096570
UDIN: 25096570BMIQNI8702

Place: Gurugram
Date: 29 May 2025