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.

We have audited the accompanying standalone financial
statements of Man Infraconstruction Limited ("the
Company"), which comprise the Balance Sheet as at March
31, 2026, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity
and the Cash Flow Statement for the year then ended, and a
summary of material accounting policies and other explanatory
information (hereinafter referred to as "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 March 31, 2026, its profit and total
comprehensive income, changes in equity and its cash flows
for the year ended on that date.

Basis of Opinion

We conducted our audit of standalone financial statements
in accordance with the Standards on Auditing specified
(SAs) under section 143(10) of the Act. Our responsibilities
under those Standards 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 (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 Code of Ethics issued by ICAI. We
believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our 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

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

The Company's Management and Board of Directors is
responsible for the preparation of the other information.
The Other Information comprises the information included
in the Management Discussion and Analysis, Board's Report
including Annexures to Board's Report, Business Responsibility
and Sustainability Report, Corporate Governance Report and
shareholder information but does not include the consolidated
financial statements, the standalone financial statements and
our auditor's report thereon.

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 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 to Those charged with
Governance. We have nothing to report in this regard.

Management's and Those Charged with Governance
responsibilities for the Standalone Financial
Statements

The Company's Management and 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), changes in equity and cash flows of the Company
in accordance with 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
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 are also responsible for overseeing the
Company's financial reporting process.

Auditor's Responsibilities 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 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 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 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 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 financial statements, including the disclosures, and
whether the 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 section 143(11) of the Act, we give in
the "Annexure A" a statement on the matters specified in
the paragraph 3 and 4 of the Order.

2. 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 purpose of our audit;

(b) In our opinion proper books of account as required
by law have been kept by the Company so far as
appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss
(including Other Comprehensive Income), the
Statement of Changes in Equity and the Cash Flow
Statement 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 read with relevant rules issued
thereunder and relevant provisions of the Act;

(e) On the basis of written representations received
from the Directors as on March 31, 2026 and taken
on record by the Board of Directors, none of the
Directors are disqualified as on March 31, 2026 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 Standalone Financial
Statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure B". Our report expresses an
unmodified opinion on the adequacy and operating
effectiveness of the Company's internal financial
controls with reference to the Standalone Financial
Statements;

(g) 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.

(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, 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
financial statements - Refer Note No. 4.03 to the
standalone financial statements;

(ii) The Company does not have any material
foreseeable losses on long-term contracts
including derivative contracts;

(iii) There has been no delay in transferring amounts,
required to be transferred, to the Investor
Education and Protection Fund by the Company.

(iv) (a) The Management has represented that, to
the best of its knowledge and belief, as
stated in Note no. 4.16, 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
persons or entities, 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,
as stated in Note no. 4.16, 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 performed by
us that has 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 (a) and (b) above, contain any
material mis-statement;

(v) The interim dividend declared and / or paid
by the Company during the year and until
the date of this report is in compliance with
Section 123 of the Act.

(i) As stated in Note 4.17 of the accompanying standalone
financial statements and 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. Additionally,
the audit trail has been preserved by the company as
per the statutory requirements for record retention.

For G. M. Kapadia &Co.

Chartered Accountants
Firm Registration No. 104767W

Atul Shah

Partner

Place: Mumbai Membership No. 039569

Date : May 13, 2026 UDIN:26039569LBQJYX7216