We have audited the accompanying standalone financial statements of KAARYA
FACILITIES AND SERVICES LIMITED (the “Company”), which comprise the Balance
Sheet as at 31st March, 2024, the Statement of Profit and Loss and the Statement of
Cash Flows for the year ended on that date 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, except for the possible effects of the matters described in the ‘Basis for
Qualified Opinion' section of our report, the aforesaid financial statements give the
information required by the Companies Act, 2013 (“the Act”) as amended 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, 2024 in the case of the Statement of Profit and Loss, of the Loss of the
Company for the year ended on that date, and in the case of the Cash Flow
Statement, of the cash flows for the year ended on that date.

Basis for Qualified Opinion

i) We have been informed that considering the nature of business in which the
company is engaged into, the company acts as an intermediary for supply of
manpower to its customers and therefore for the years prior to FY 2023-24, the
company has a policy of making payment of Employee’s and Employer’s contribution
to Provident Fund and other components of Employee Benefit Expenses solely based
on the approvals/payments received from the Principal (Customer) or when the said

amount of contribution is demanded by the concerned employee.

Accordingly, the effect of the said policy for payment of Provident Fund for earlier
years in the Statement of Profit and Loss for FY 2023-24 amounts to Rs. 63.26 Lakhs.
We are unable to comment on the total amount of Provident Fund Liability pending
for earlier years.

ii) The Company has outstanding statutory liabilities as on 31-Mar-2024 for various
previous years as under:

Since these statutory liabilities attract mandatory interest, the Company is required
to provide for the interest on accrual basis. However, Company has not provided for
the interest on said statutory liabilities. This has resulted in loss being understated to
the extent of such non-provision.

iii) The Company has made the provision for gratuity liability based on the actuarial
valuation as referred in the Accounting Standard 15 “Employee Benefits” only for
limited Corporate Employees leaving out temporary corporate employee. On the
basis of information and explanations received from the management, the Gratuity
provision has been made only in respect of permanent corporate employees and does
not cover field staff in view of recoverability of such employee benefits from the
principal employer. The said practice is at variance with AS -15. The impact of same
on Statement of Profit and Loss is unascertained.

Emphasis of Matter

i) As per the information received from the company, the following statutory liabilities
for FY 2023-24 are outstanding as at 31^st March, 2024:

The above Statutory Liabilities are in agreement with the books of accounts.

Our opinion is not modified in respect of this matter.

Material Uncertainty Related to Going Concern

We draw attention to disclosure made in Note 1 - Significant Accounting Policies to
the financial statements, which indicates that the Company incurred a net loss of Rs.
5,05,81,135/- during the year ended 31st March, 2024 (Previous Year ended 31st
March, 2023, Loss of Rs. 7,78,70,932/-) and the company's networth has completely
eroded indicating that a material uncertainty exists that may cast significant doubt
on the Company's ability to continue as a going concern. Our opinion is not modified
in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of
most significance in our audit of the audited financial statements of the current
period. These matters were addressed in the context of our audit of the audited
financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. In addition to the matter described in
the Basis for Opinion section we have determined the matters described below to be

the key audit matters to be communicated in our report.

Information Other than the Financial Statements and Auditor's Report
Thereon

The Company's Board of Directors is responsible for the other information. The
other information comprises of the information included in the Management
Discussion and Analysis, Board's Report including Annexures to Board's Report,
Business Responsibility Report, Corporate Governance and Shareholder's
Information, but does not include the consolidated financial statements, 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 during the course of our 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.

Management's Responsibilities for the Standalone Financial Statements

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, and cash flows of the Company in accordance with
the accounting principles generally accepted in India including the Accounting
Standards specified under Section 133 of The Act, read with Rule 7 of The
Companies (Accounts) Rules, 2014 (‘the Rules') and The Companies (Accounting
Standards) Rules, 2021. 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
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 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.

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

Auditor's Responsibilities for 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 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.

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 standalone 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 standalone financial
statements.

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 the 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.

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 Companies

Act, 2013, we give in the “Annexure A” a statement on the matters specified in paragraphs 3

and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit 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 accounts 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 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 Accounting
Standards specified under Section 133 of the Act read with rules except for the matters as
specified in the "Basis of Qualified Opinion" Paragraph.

e) On the basis of the written representations received from the directors as on 31st March,
2024 taken on record by the Board of Directors, none of the directors are disqualified as
on 31st 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 with reference to the
financial statements of the company and the operating effectiveness of such controls,
refer to our separate report in “Annexure B”.

g) With respect to the matter to be included in the Auditor's report under Section 197(16)
of The Companies Act, 2013:

In our opinion and according to the information and explanation given to us, the
remuneration paid during the current year by the Company to its directors is in
accordance with the provisions of Section 197 of the Act read with schedule v. The
remuneration paid to directors by the Company is not in excess of the limit laid down
under Section 197 of the Act read with Schedule v.

h) 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/contingent liabilities
as on 31^st March, 2024 in its financial statements- Refer note 27 of financial
statements.

ii. The Company did not have 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 in Investor
Education and Protection Fund by the Company.

iv. Based on our examination which included test checks, the Company has used
accounting software for maintaining its books of accounts, which has a feature of
recording audit trail (edit log) facility which has been enabled throughout the
Financial Year 2023-24.

In continuation to the above and based on our examination it is seen that the audit
trail provides the list of altered records. Based on our test check, we did not come
across any instance of the audit trail feature being tampered with.

v. As per Rule 11(e), we report as under:

(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.

vi. As stated in Notes forming part of the financial statements:

(a) No final dividend was proposed by the company during the previous
year;

(b) No interim dividend was declared and paid by the Company during the
year;

For Shetty Naik & Associates
Chartered Accountants

Firm Registration No.: 124851W

SD/-

CA. Jagdish Shetty
Partner

Membership No.: 111936

Place: Mumbai

Date: 30^th May, 2024

UDIN: 24111936BKCJBP4064