We have audited the accompanying Standalone Financial
Statements of VASCON ENGINEERS LIMITED (hereinafter
referred as “the Company”), which comprise the Balance
sheet as at March 31, 2025, the Statement of Profit and Loss
(including Other Comprehensive Income), the Cash Flow
Statement and the Statement of Changes in Equity for the year
then ended and Notes to the Standalone Financial Statements,
including a summary of material accounting policies and
other explanatory information (hereinafter collectively referred
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 (hereinafter referred as “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 (hereinafter
referred as “Ind AS”) and other accounting principles
generally accepted in India, of the state of affairs (financial
position) of the Company as at March 31, 2025, its profit, total
comprehensive income, its cash flows and the changes in
equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards
on Auditing (hereinafter referred as “SAs”) specified 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 (hereinafter referred as
“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 there under, 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 opinion.

Emphasis of Matters

We also draw attention to Note 41 of the standalone financial
statements, which deals with the sale of two subsidiaries,
outlining the financial impact and related disclosures
presented in the statements.

We draw attention to Note 42 of the standalone financial
statements, which relating to the sale of a subsidiary and the
recognition of the resulting profit under ‘Exceptional Items’, as
disclosed therein;

Our opinion is not modified with respect to these emphasis
of the matters.

Information other than the Standalone Financial
Statements and Auditor’s Report thereon
(hereinafter referred as “other information”)

The Company’s Board of Directors is responsible for the other
information. The other information comprises the information
included in the Board’s report including annexures to
Board’s report, but does not include 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 do not express any form
of assurance opinion 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 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.

The Management’s & Board of Directors
Responsibilities for the Standalone 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, total comprehensive
income, cash flows and changes in equity of the Company in
accordance with the accounting principles generally accepted
in India, including the Ind AS. 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 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, Company’s
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 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:

a) I dentify 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.

b) 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.

c) Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management and
Board of directors.

d) 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.

e) 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 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
in terms of Section 143 (11) 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 and 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 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 (including Other Comprehensive Income),
Statement of Changes in Equity and the Statement
of Cash Flows statement dealt with by this report
are in agreement with the books of account;

d) I n 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 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) 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 standalone financial
statements; and

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 has disclosed the impact of
pending litigations as at March 31, 2025, on its
financial position in its Standalone Financial
Statements - Refer note 30 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.

iv. (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; and

v. During the year Company as not declared /
paid any dividend hence reporting under rule
11 (f) is not applicable to that extent.

vi. Based on our examination which included
test checks, except for the instance
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