1. We have audited the standalone financial statements
of VISA Steel 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 material accounting policies
other explanatory information (hereinafter referred to as
“the financial statements”).

In our opinion and to the best of our information and
according to the explanations given to us, except for the
effect of matter referred to in Basis of Qualified Opinion
paragraph 2 below, the aforesaid standalone financial
statements give the information required by the Companies
Act, 2013 (“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, and loss and other
comprehensive income, changes in equity and its cash flows
for the year then ended.

Basis for Qualified Opinion

2. We draw attention to Note 17B of the accompanying
Standalone Financial Statements with regard to non¬
recognition of interest expense on the borrowings of the
Company. The accumulated interest not provided as on
March 31, 2025 is H 13,246.23 million (including H1,459.69
million for FY 2016-17, H1,552.29 million for FY 2017-18,
H1,465.46 million for FY 2018-19, H1,443.39 million for
FY 2019-20, H1,286.83 million for FY 2020-21, H1,289.27
million for FY 2021-22, H1,404.62 million for FY 2022-23,
H1,743.58 million for FY 2023-24, H 1601.10 million for the
year ended March 31,2025) which is not in accordance with
the requirement of Ind AS 23: ‘Borrowing Cost' read with Ind
AS 109: ‘Financial Instruments'.

Had the aforesaid interest expense been recognized, finance
cost for the year ended March 31, 2025 would have been
H 1,909.04 million instead of the reported amount of H 307.94
million. Total expenses for the year ended March 31, 2025
would have been H 7,747.72 million instead of the reported
amount of H 6,146.62 million. Net loss after tax for the year
ended March 31, 2025 would have been H 6,766.61 million
instead of the reported amount of H 5,165.51 million. Total
Comprehensive Income for the year ended March 31, 2025
would have been H (6,768.52) million instead of the reported
amount of H (5,167.42) million, other equity would have been
H (28,012.48) million against reported H (14,766.25) million,
other current financial liability would have been H 15,126.08

million instead of reported amount of H 1,879.85 million and
Loss per share for the year ended March 31,2025 would have
been H 58.44 instead of the reported amount of H 44.61.

The above reported interest has been calculated using
Simple Interest rate.

3. We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under section 143(10) of the Act.
Our responsibilities under those SAs 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 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 qualified opinion.

Material Uncertainty Relating to Going Concern

4. We draw attention to Note - 34 of the standalone financial
statements regarding the preparation of the statement on
a going concern basis, for the reason stated therein. The
Company has accumulated losses and has also incurred
losses during the year ended March 31,2025. As on date, the
Company's current liabilities are substantially higher than its
current assets and the Company's net worth has also been
fully eroded.

Oriental Bank of Commerce, since merged with Punjab
National Bank, had filed an application for initiating CIRP
under IBC which was admitted vide NCLT order dated 28
November 2022 and an Interim Resolution Professional had
been appointed. Meanwhile, Hon'ble Orissa High Court has
stayed the operation of the NCLT order dated 28 November
2022. PNB had since assigned its debt to Assets Care and
Reconstruction Enterprise Limited (ACRE) on 25 August 2023
and subsequently ACRE had filled substitution application in
the matter.

These conditions indicate the existence of a material
uncertainty that may cast significant doubt on the
Company's ability to continue as a going concern and
therefore it may be unable to realise its assets and discharge
its liabilities including potential liabilities in the normal course
of business. All the assets and liabilities are still being carried
at their book value except property, plant and equipment,
which have been impaired in the current year, and are being
carried at its recoverable value. The appropriateness of
assumption of going concern, and evaluation of recoverable
value of its non-current assets is critically dependent upon
the debt resolution of the Company which is under process,
the Company's ability to raise requisite finance, generate
cash flows in future to meet its obligations and to earn
profits in future. The ability of the Company to continue as a

going concern is solely dependent on the successful outcome
of these conditions, which are not wholly within the control
of the Company.

The Management of the Company has prepared this
financial statement on a going concern basis based on
their assessment of the successful outcome of the debt
resolution which will enhance the Company's viability,
till then the Company's operations continue under
conversion arrangement.

Our opinion is not qualified in respect to the above matter.

Emphasis of Matter

5. We draw attention to Note - 34 of the standalone financial
statements which describes that majority of the lenders
have assigned their debt to ACRE, and more than 95% of the
debt has been assigned to ACRE. The Company is currently
engaged in discussions with ACRE for restructuring of its
outstanding loan exposure, including waiver of interest,
through an out-of-court settlement, and no adjustment has
been carried out in the books of accounts.

Our opinion is not qualified in respect to the above matter.

Information Other than the Standalone Financial
Statements and Auditors’ Report Thereon

6. The Company's Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the annual report, but
does not include the standalone financial statements and
our auditor's report thereon. The annual 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 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
during the course of our audit, or otherwise appears to be
materially misstated. When we read the annual report, if we
conclude that there is a material misstatement therein, we
are required to communicate the matter to those charged
with governance.

Management's Responsibility for the Standalone
Financial Statements

8. 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 fai r view of the state
of affairs, loss and 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. 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 detecti ng 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 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.

Board of Directors is also responsible for overseeing the
Company's financial reporting process.

Auditor's Responsibilities for the Audit of the
Standalone Financial Statements

9. 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 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 with reference to 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.

0. Materiality is the magnitude of misstatements in the
standalone 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.

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) The qualification relating to the maintenance of
accounts and other matters connected therewith are
as stated in the Basis for Qualified Opinion paragraph
and paragraph 15(b) above on reporting under Section
143(3)(b) of the Act and paragraph 15(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 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 matter to be included in the
Auditors' Report under section 197(16):

In our opinion and according to the information and
explanations given to us, the remuneration paid by
the company to its directors during the current 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 Auditors' 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 as at March 31, 2025 on its
financial position in its standalone financial
statements - Refer Note- 33 to the standalone
financial statements.

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 during the year
ended March 31,2025.

iv. a) The management has represented that,

to the best of its knowledge and belief, as
disclosed in the notes to the accounts, 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 -
45(h) to the financial statements);

b) The management has represented, that,
to the best of its knowledge and belief, as
disclosed in the notes to the accounts, 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 - 45(h) to the financial statements);

c) Based on such audit procedures that we
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)
contain any material mis-statement.

v. The Company has not declared any dividend in
the last year which has been paid in the current
year. Further, no dividend has been declared in
the current year.

vi. The reporting under Rule 11 (g) of the Companies
(Audit and Auditors) Rules, 2014 is applicable from
1 April 2023. Based on our examination, which
included test checks, except for the instances
mentioned below, 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 and we did not come
across any instances of audit trail feature being
tampered with during the course of our audit:

The feature of recording audit trail (edit log)
facility was not enabled at the database level to
log any direct data changes for the accounting
software used for maintaining the books of
account from April 01, 2023 to January 26, 2025.

The audit trail has been preserved by the company
as per statutory requirements for record retention
except at database level for the period from April
1,2023 to January 26, 2025 [Refer note no 44 (iii)
to financial statements].

For SINGHI & CO.,
Chartered Accountants

Firm's Registration No.302049E

(Rahul Bothra)
Partner

Place: Kolkata Membership No. 067330

Date: May 29,2025 UDIN: 25067330BMLGPN3784