A2Z Infra Engineering Ltd Auditor Reports

To the Members of A2Z Infra Engineering Limited

Report on the Audit of the Standalone Financial Statements

Disclaimer of Opinion

1. We were engaged to audit the accompanying standalone financial statements of A2Z Infra Engineering Limited (the Company), which comprise the Balance Sheet as at 31 March 2024, 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 a summary of the significant accounting policies and other explanatory information, in which are included the returns for the year ended on that date audited by the branch auditors of the Companys branches located at Tanzania, Nepal, and Uganda.

2. We do not express an opinion on the accompanying standalone financial statements of the Company. Because of the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these standalone financial statements.

Basis for Disclaimer of Opinion

3. a. As stated in Note 31 to the accompanying standalone financial statements, the Company has incurred a net loss after tax of Rs. 871.27 lakhs during the year ended 31^st March 2024, and as of that date, the Companys accumulated losses amount to Rs. 1,07,546.89 lakhs, which have resulted in substantial erosion of its net worth, and the current liabilities exceed current assets by Rs. 15,546.05 lakhs. Also, certain lenders have filed applications with the National Company Law Tribunal (NCLT), Debt Recovery Tribunal (DRT) and other courts for recovery of their dues as detailed in 31. The Company has also delayed in repayment of borrowings as further detailed in Note 22.1. As confirmed by the management, the Company has been in discussions with the lenders regarding settlement of these borrowings/dues, the resolution for which is yet to be finalised. Further, the expected realisation of the amounts outstanding from certain customers, within the next 12 months, with whom the Company is in discussions is uncertain in the absence of any confirmations from such customers. Such events and conditions and its possible impact of the associated uncertainties on managements assumptions, and other matters as set forth in the note 31, cast significant doubt on the Companys ability to continue as a going concern. In the absence of sufficient appropriate audit evidence to support the managements assessment with respect to restructuring of borrowings/dues and availability of funds, we are unable to comment on the ability of the Company to continue as a going concern. Further, as detailed in Note 12, Management indicates that a material uncertainty exists that may cast significant doubt on the Tanzania branchs ability to continue as going concern. Our Audit report on the standalone financial statements for the year ended 31 March 2023 also included a disclaimer of opinion in respect of this matter.

b. As stated in Note 22.1 to the accompanying standalone financial statement, the Company has borrowings from banks which have been classified as non-performing assets (NPA borrowings) (referred to as the Lenders). In respect of the aforementioned NPA borrowings, the Company has not recognised interest for the year ended 31 March 2024 aggregating to Rs. 2,983.20 lakhs (accumulated interest as at 31^st March 2024 being Rs. 5,279.89 lakhs) payable under the terms of the said agreements, as estimated by the management on the basis of expected re-negotiation with the Lenders.

Pending confirmations/ reconciliations from the Lenders and in the absence of sufficient appropriate evidence to substantiate managements assessment, we are unable to comment on the adjustments, if any, that may be required to the carrying values of the aforesaid borrowings and dues (including interest) payable to the Lenders in accordance with the terms of loan agreements and Settlement Agreement, and the consequential impact of such adjustments on the accompanying standalone financials statement. Our Audit report on the standalone financial statements for the year ended 31 March 2023 also included a disclaimer of opinion in respect of this matter.

c. As stated in Note 5.2 to the accompanying standalone financial statement, the Companys non-current investment Rs. 7,992.84 Lakhs (net of impairment) in its associate Company namely Greeneffect Waste Management Limited ("GWML") and its current financial assets-loan Rs. 84.67 lakhs which include amounts dues from such associate company as on 31 March 2024. The consolidated net worth of the aforesaid associate company as on that date has been fully eroded on account of losses incurred. Further, the associate company is facing liquidity constraints. Based upon the valuation report of an independent valuer, arbitration awarded in favor of GWML and other factors described in the aforementioned note, management has considered such balances as fully recoverable. However, in the absence of sufficient and appropriate audit evidence to support the managements assessment as above, we are unable to comment upon adjustments, if any, that may be required to the carrying value of these balances, and the consequential impact on the accompanying standalone financial statement. Our Audit report on the standalone financial statements for the year ended 31 March 2023 also included a disclaimer of opinion in respect of this matter.

Emphasis of Matter

4. We draw attention to:

a. Note 3.1 to the accompanying standalone financial statement, which describes the uncertainties relating to the outcome of the pending various litigations in respect of the three cogeneration power plants of the Company, for which the Company has filled petitions and appeals at various forums. The final outcome of these matters is presently unascertainable. Further, the said note also describes that these three cogeneration power plants fully impaired in its books of accounts during the year ended 31 March 2023. Hence, the management has recorded an impairment INR 35,665.04 lakhs in the present value of the power plant as at March 31, 2024.

b. Note 40(a) to the accompanying standalone financial statement, which describes the uncertainty relating to the outcome of litigation pertaining to income-tax matters pursuant to orders received by the Company against which management and the assessing authorities have filed appeals with relevant Income- tax Authorities. The final outcome of these matters is presently unascertainable.

Responsibilities of Management and Those Charged with

Governance for the Standalone Financial Statements

5. The accompanying standalone financial statements have been approved by the Companys Board of Directors. The Companys 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 including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the 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 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.

6. In preparing the standalone financial statements, management is responsible for assessing the Companys 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.

7. Those Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Financial

Statements

8. Our responsibility is to conduct an audit of the accompanying standalone financial statements in accordance with Standards on Auditing specified under section 143(10) of the Act, and to issue an auditors report. However, because of the matters described in the Basis for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these standalone financial statements. 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 thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.

Other Matter

9. We did not audit the financial statements of one branch included in the standalone financial statement of the Company, whose financial statements reflects total assets and net assets of Rs. 527.76 lakhs and Rs. 366.64 lakhs respectively as at 31 March 2024, and total revenues of Rs. Nil, total net loss after tax of Rs. 9.74 lakhs, and total comprehensive loss of Rs. 9.74 lakhs, and cash flows (net) of Rs. Nil for the year then ended, as considered in the standalone financial statements. These financial statements of the aforesaid branches have been audited by their respective branch auditors, whose reports have been furnished to us by the management.

Further this one branch are located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by branch auditor under generally accepted auditing standards specified in Annexure 1, as applicable in their respective countries. The Companys management has converted the financial statements of such branches from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Companys management. This report, in so far as it relates to the balances and affairs of this branch, is based on the audit report of branch auditor, and the conversion adjustments prepared by the management of the Company and audited by us.

The standalone financial statement includes the financial statement and information of two branches, which has not been audited by branch auditors, and whose financial information reflects total revenues of Rs. 48.25 lakhs, total net loss after tax of Rs. 24.17 lakhs and total comprehensive loss of Rs. 24.17 lakhs for the year ended 31^st March 2024, as considered in the standalone

financial statement. This report, in so far as it relates to the balances and affairs of this branch, is based solely on such financial statement and information, as certified and provided by the management. According to the information and explanations given to us by the management, their would not be consequential material impact on the financial statements of the Company.

Report on Other Legal and Regulatory Requirements

10. Based on our audit, and on the consideration of the reports of the branch auditors as referred to in paragraph 9 above, we report that the Company has not paid or provided for any managerial remuneration during the year. Accordingly, reporting under section 197(16) of the Act is not applicable.

11. As required by the Companies (Auditors 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 paragraphs 3 and 4 of the Order.

12. Further to our comments in Annexure A, as required by section 143(3) of the Act, and on the consideration of the reports of the branch auditors as referred to in paragraph 9 above, we report, to the extent applicable, that:

a) as described in the Basis for Disclaimer of Opinion section, we sought but were unable to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) due to the possible effects of the matters described in the Basis for Disclaimer of Opinion section, we are unable to state whether 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. Proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c) the reports on the accounts of the branch offices of the Company audited under section 143(8) of the Act by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

d) the standalone financial statements dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;

e) due to the possible effects of the matters described in the Basis for Disclaimer of Opinion section, we are unable to state whether the aforesaid standalone financial statements comply with the Ind AS specified under section 133 of the Act;

f) the matters described in Paragraph 3 and 4 in the Basis for Disclaimer of Opinion / Emphasis of Matter section, in our opinion, may have an adverse effect on the functioning of the Company;

g) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on

31 March 2024 from being appointed as a director in terms of section 164(2) of the Act;

h) the reservations relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Disclaimer of Opinion section, read with paragraph 12(b) above;

i) we were also engaged to audit the internal financial controls with reference to standalone financial statements of the Company as on 31 March 2024 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 15 May 2024 as per Annexure B expressed disclaimer of opinion; and

j) 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 (as amended), in our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of the branch auditors as referred to in paragraph 9 above,:

i. due to the possible effects of the matters

described in the Basis for Disclaimer of Opinion section, we are unable to state whether the Company has disclosed fully the impact of pending litigations on its financial position as at 31 March 2024;

ii. due to the possible effects of the matters described in the Basis for Disclaimer of Opinion section, we are unable to state whether the Company has made adequate provision as at 31 March 2024, as required under the applicable law or Ind AS, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

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 31 March 2024; and

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.

v. The Company has not declared/paid dividend during the year, accordingly compliance u/s 123 of the Act is not applicable to the company.

vi. The reporting under Rule 11(g) of the companies (Audit and Auditors) Rules, 2014 is applicable from 1st April, 2023. Based on our examination, which includes test checks, the company has used the accounting software for maintaining its books of account which has a feature of recording audit trail / edit log facility and the same has been operated throughout the year for all the 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.

Annexure A to the Independent Auditors Report of even date to the members of A2Z Infra Engineering Limited, on the standalone financial statements for the year ended 31 March 2024

Annexure A

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) (a) (A) The Company has maintained proper records

showing full particulars, including quantitative details and situation of property, plant and equipment.

(B) The Company has not capitalized any intangible assets in the books of the Company and accordingly, the requirement to report on clause 3(i)(a)(B) of the Order is not applicable to the Company.

(b) Property, Plant and Equipment have not been physically verified by the management during the year; however, there is a regular program of verification once in three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties (which are included under the head Property, Plant and Equipment) are held in the name of the Company.

(d) The Company has not revalued its Property, Plant and Equipment (including Right to use assets) or intangible assets or both during the year ended March 31, 2024.

(e) According to information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

(ii) (a) The Company does not have any inventory.

Accordingly, the provisions of clause 3(ii)(a) of the Order are not applicable.

(b) The Company has not been sanctioned working capital limits in excess of Rs. five crores in aggregate from banks or financial institutions during any point of time of the year on the basis of security of current assets. Further, working capital limit in excess of Rs. 5 crores sanctioned by banks or financial institutions in earlier years had become NPA. Hence no quarterly returns or statements filed by the Company with such banks or financial institutions. Accordingly, the requirement to report

on clause 3(ii)(b) of the Order is not applicable to the Company.

(iii) (a) During the year the Company has provided loans, advances in the nature of loans but not provided security or stood guarantee to companies, firms, Limited Liability Partnerships or any other parties as follows:

Particulars	(INR Lakhs)
Aggregate amount of Loans and Advances provided during the year:
- Subsidiaries	17.22
- Joint Ventures	-
- Associates	-
- Others	-
Balance outstanding as at balance sheet date in respect of above cases:
- Subsidiaries	22.47
- Joint Ventures	-
- Associates	-
- Others	-

(b) According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion the investments made, guarantees provided, security given and the terms and conditions of the grant of secured and unsecured loans are, prima facie, not prejudicial to the interest of the Company.

(c) The Company has granted loans or provided advances in the nature of loan are payable on demand. During the year the Company has not demanded such loan or advances in the nature of loan. Having regard to the fact that the repayment of principal or payment of interest has not been demanded by the Company, in our opinion the repayments of principal amounts and receipts of interest are regular.

(d) According to information and explanations given to us and based on the audit procedures performed, in respect of loans granted and advances in the nature of loans provided by the Company, there is no overdue amount remaining outstanding as at the balance sheet date.

(e) No loan or advance in the nature of loan granted by the Company which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same parties.

(f) During the year the Company has granted loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment as follows:

Particulars	(INR Lakhs)	% of the total
Aggregate amount of Loans and Advances provided during the year:
- Promoters	-	-
- Related Party as per clause 76 of Section 2 of the Act	17.22	100%
- Others	-	-

(iv) According to the information, explanations and representations provided by the management and based upon audit procedures performed, we are of the opinion that in respect of loans granted, investments made and guarantees and securities provided, the Company has complied with the provisions of the Section 185 and 186 of the Companies Act, 2013.

(v) The Company has neither accepted any deposits nor accepted any amounts which are deemed to be deposits within the meaning of Sections 73 to 76 of the Act and the rules made thereunder, to the extent

applicable. Accordingly, the provisions of clause 3(v) of the Order are not applicable to the company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013 in respect of Companys products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident

fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, goods and services tax, cess and other material statutory dues, as applicable, have not been regularly deposited to the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Statement of arrears of statutory dues outstanding for more than six months

Name of the statute	Nature of the dues	Amount (Rs. in lakhs)	Period to which the amount relates	Due Date	Date of Payment
Central Goods and Services Tax Act, 2017	Goods and services tax	26.12	March 2018 to August 2023	20th of subsequent month	Not yet paid
Employees Provident Fund and Miscellaneous Provisions Act, 1952	Employee Provident fund	6.29	November 2019 to August 2023	15th day of subsequent month	Not paid yet
Employee Welfare Fund	Employee welfare fund	0.63	June 2020 to August 2023	25th day of subsequent month	Not paid yet

(b) The dues outstanding in respect of income-tax, sales-tax, service-tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows Statement of Disputed Dues:

Name of the statute	Nature of dues	Amount (Rs in lakhs)	Amount paid under Protest (Rs in lakhs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Demand made under section 153A and 153B	2,371.38		Assessment years 2009-10 to 2013-14	Income Tax Appellate Tribunal, Delhi
Central Goods and Services Tax Act, 2017	Demand made under various sections of CGST Act	13024.98	184.85	FY 2017-18 to 2021-22	Pending at various forums
The Maharashtra Value Added Tax, 2002	Value Added Tax	1,801.79	-	2008-09	Maharashtra Sales Tax Tribunal
	Central Sales Tax	154.06	-	2009-10	Joint Commissioner (Appeal), Mumbai, Maharashtra
	Value Added Tax	22.88		2010-11	Joint Commissioner (Appeal), Mumbai, Maharashtra
	Central Sales Tax	225.99	-	2010-11	Joint Commissioner (Appeal), Mumbai, Maharashtra
	Central Sales Tax	17.92	-	2011-12	Joint Commissioner (Appeal), Mumbai, Maharashtra
	Central Sales Tax	19.88	-	2012-13	Sales Tax Tribunal, Mumbai, Maharashtra- Appeal
	Value Added Tax	29.10	-	2012-13	Sales Tax Tribunal, Mumbai, Maharashtra- Appeal
	Central Sales Tax	98.67		2015-16	Assisstant commissioner of State Tax- Nodal Division Mumbai
	Value Added Tax	72.51		2015-16	Assisstant commissioner of State Tax- Nodal Division Mumbai
Bihar Value Added Tax, 2005	Value Added Tax	203.61	61.08	2012-13	Commissioner, Commercial Tax Bihar
	Value Added Tax	1,644.31	125.15	2013-14	Commissioner, Commercial Tax Bihar
	Value Added Tax	83.55	-	2010-11	Assessing Officer Commercial Tax, Bihar
The West Bengal Value Added Tax, 2003	Value Added Tax	653.11	50.00	2009-10	West Bengal Commercial Taxes Appellate & Revisional Board Kolkata
	Value Added Tax	1,019.40	175.00	2010-11	West Bengal Commercial Taxes Appellate & Revisional Board, Kolkata
	Central Sales Tax	54.13		2010-11	West Bengal Commercial Taxes Appellate & Revisional Board Kolkata
	Central Sales Tax	229.16	-	2011-12	Additional Commissioner (Appeal) Sales Tax, Kolkata
	Central Sales Tax	2.07	-	2014-15	Joint Commissioner (Appeals) Sales tax, Kolkata
	Value Added Tax	192.72	-	2014-15	Joint Commissioner (Appeals) Sales tax, Kolkata
Andhra Pradesh Value Added Tax Act, 2005	Value Added Tax	62.95	29.59	2010-11	Andhra Pradesh Sales Tax and VAT Appellate Tribunal, Hyderabad
Haryana VAT Act, 2003	Value Added tax	36.44	-	2017-18	Filing of appeal is in process with Appellate Authority
Haryana VAT Act, 2003	Central Sales Tax	1,930.50	-	2009-10	Sales tax Revisional Authority, Gurgaon
The Madhya Pradesh VAT Act, 2002	Central Sales Tax	3.25	-	2013-14	Joint Commissioner, Indore, Madhya Pradesh
	Central Sales Tax	11.84	2.37	2015-16	Assistant commissioner (Sales tax), Madhya Pradesh
	Central Sales Tax	8.77	-	2016-17	Assistant commissioner (Sales tax), Madhya Pradesh
Jammu and Kashmir Value Added Tax Act, 2005	Central Sales Tax	86.02		2012-13	State Tax Officer, Jammu
Jammu and Kashmir Value Added Tax Act, 2005	Value Added Tax	120.06	-	2017-18	State Tax Officer, Jammu
Kerala VAT Act, 2003	Central Sales Tax	219.38	-	2011-12	Honble High Court of Kerala, Ernakulam
The Karnataka Value Added Tax Act, 2003	Value Added tax	4.46	-	2012-13	Deputy Commissioner- Audit, Bangalore, Karnataka

(viii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

(ix) (a) On the basis of the audit procedures performed

by us, the information & explanations furnished, and representations made by the management, the Company has made defaults in repayment of dues including interest to banks and financial institutions. The defaults which have remained outstanding at the year-end are given in Annexure attached with this report.

Also refer Paragraph 3(b) of our audit report on the standalone financial statements for the year ended 31 March 2024, wherein matters relating to the carrying values of the aforesaid borrowings and dues (including interest) have been included in the Basis for Disclaimer of Opinion paragraph in such audit report.

(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not taken any term loans from any lender during the year. Accordingly, clause 3(ix)(c) of the Order is not applicable to the Company.

(d) On an overall examination of the financial statements of the Company, no funds raised on short-term basis have been used for long-term purposes by the Company.

(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies. Hence, the requirement to report on clause 3(ix)(f) of the Order is not applicable to the Company.

(x) (a) The Company did not raise moneys by way of

initial public offer or further public offer (including debt instruments). Hence, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company

(b) The Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year under audit and hence, the requirement to report on clause 3(x)(b) of the Order is not applicable to the Company.

(xi) (a) No fraud by the Company or on the Company

has been noticed or reported during the period covered by our audit.

(b) No report under sub-section (12) of section 143 of the Companies Act, 2013 has been filed by secretarial auditor or by us in Form ADT - 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

(xii) The Company is not a nidhi Company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(a), (b) and (c) of the Order are not applicable to the Company

(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.

(xiv) (a) The Company has an internal audit system

commensurate with the size and nature of its business.

(b) The internal audit reports of the Company issued till the date of the audit report, for the period under audit have been considered by us.

(xv) In our opinion, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under Section 192 of the Act and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.

(xvi) (a) The provisions of section 45-IA of the Reserve

Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted any NonBanking Financial or Housing Finance activities without obtained a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.

(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.

(d) There is no Core Investment Company as a part of the Group; hence, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.

(xvii) The Company has incurred cash losses amounting to Rs. (755.13) lacs in the current year and amounting to Rs. (8,671.24) lacs in the immediately preceding financial year respectively.

(xviii) There has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause 3(xviii) of the Order is not applicable to the Company.

(xix) On the basis of the financial ratios disclosed in note 38 along with reasons mentioned in Note 31 to the financial statements, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, we believes that material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) (a) The provision of second proviso to sub-section

(5) of section 135 of Companies Act, 2013 is not applicable to the Company. Accordingly, the requirement to report on clause (xx)(a) of the Order is not applicable to the Company.

(b) The provision of sub section (6) of section 135 of Companies Act, 2013 is not applicable to the Company, Accordingly, the requirement to report on clause (xx)(b) of the Order is not applicable to the Company.

(xxi) The reporting under clause 3(xxi) of the order is not applicable in respect of audit of standalone financial statement. Accordingly, no comment in respect of the said clause has been included in the report.

Defaults in repayment of dues to bank and financial institutions existing as at March 31, 2024 are as under:

Amount (in Rs.)

Particulars	Period of delay (As at 31 March, 2024)
	0-30	30-90	90-180	Above 180	Total
A) Term loans from Banks
(a) Against Principal Amount
Axis Bank	-	-	-	1,82,21,895	1,82,21,895
Indian Bank	-	-	-	3,44,42,176	3,44,42,176
Kotak Mahindra Bank	-	-	-	3,11,23,606	3,11,23,606
Union Bank of India	-	1,84,231	2,76,584	2,09,68,174	2,14,28,989
Sub-Total (a)	-	1,84,231	2,76,584	10,47,55,851	10,52,16,666
(b) Against Interest
Axis Bank	-	5,80,255	8,70,382	1,07,06,552	1,21,57,189
Indian Bank	-	10,44,556	15,68,133	1,96,70,824	2,22,83,512
Union Bank of India	-	3,11,762	4,68,046	82,84,028	90,63,836
DBS Bank	-	6,50,000	-	-	6,50,000
Sub-Total (b)	-	25,86,572	29,06,560	3,86,61,404.09	4,41,54,536.69
Total A= (a+b)	-	27,70,803	31,83,144	14,34,17,255	14,93,71,203
B) Working Capital loans from Banks
(a) Against Principal Amount
Axis Bank	-	-	-	33,65,45,659	33,65,45,659
Indian Bank	-	-	-	17,36,54,681	17,36,54,681
Indusind Bank	-	-		8,32,47,290	8,32,47,290
Kotak Mahindra Bank	-	-	-	11,68,58,924	11,68,58,924
State Bank of India	-	-	-	4,09,75,000	4,09,75,000
Union Bank of India	-	-	-	5,15,35,660	5,15,35,660
Sub-Total (a)	-	-	-	80,28,17,214	80,28,17,214
(b) Against Interest
Axis Bank	-	2,18,24,822	3,21,61,583	36,29,00,228	41,68,86,634
Indian Bank	-	1,06,61,527	1,59,54,521	19,02,43,303	21,68,59,352
Indusind Bank	-	30,46,567	45,69,850	1,05,30,689	1,81,47,105
Union Bank of India	-	23,99,041	50,82,621	6,60,44,995	7,35,26,658
Sub-Total (b)	-	3,79,31,957	5,77,68,576	62,97,19,215	72,54,19,749
Total C= (a+b)	-	3,79,31,957	5,77,68,576	1,43,25,36,429	1,52,82,36,962
Grand Total (A+B+C)	-	4,07,02,760	6,09,51,720	1,57,59,53,684	1,67,76,08,165

Note: The above table includes interest amount of the non-performing assets which have not been considered in the financial statements as mentioned in Note 22.1.

Annexure B to the Independent Auditors Report of even date to the Members of A2Z Infra Engineering Limited, on the standalone financial statements for the year ended 31 March 2024

Independent Auditors Report on the Internal Financial Controls with reference to standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

1. We were engaged to audit the Internal Financial Controls with reference to standalone financial statements of A2Z Infra Engineering Limited ("the Company") as of March 31, 2024 in conjunction with our audit of the standalone financial statements of the Company as at and for the year ended on that date.

Responsibilities of Management and Those Charged with Governance for Internal Financial Controls

2. The Companys Board of Directors is responsible for establishing and maintaining internal financial controls based on the internal financial control with respect to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility for the Audit of the Internal Financial Controls with reference to Standalone Financial Statements

3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statements based on conducting our audit in accordance with the Standards on Auditing issued by ICAI prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements, and the Guidance Note issued by the ICAI.

4. Because of the matter described in Disclaimer of Opinion paragraph below, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on internal financial controls with reference to standalone financial statements of the Company.

Meaning of Internal Financial Controls with reference to Standalone Financial Statements

5. A companys internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to standalone financial statements includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the standalone financial statements.

Disclaimer of Opinion

6. Because of matters described below, we are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion on whether the companys internal financial controls with reference to standalone financial statements were operating effectively as at 31 March 2024:

The Companys internal financial controls with reference to standalone financial statements with respect to (a) financial statements closure process towards assessing the Companys ability to continue as going concern were not operating effectively, which could lead to potential material misstatements in the carrying value and classification of assets and liabilities; (b) accrual of interest expenditure in accordance with Ind AS 23 Borrowing Costs and reconciliation of outstanding borrowings with lenders, were not operating effectively, which has resulted in a material misstatement in the amount of finance costs and other financial liabilities; (c) estimating the fair value of its investment in an associate company GWML, including dues recoverable from such associate company in accordance with Ind AS 109 Financial Instruments, were not operating effectively, which could lead to potential material misstatements in the carrying values of investments and current financial assets - loans; in the accompanying standalone financial statements.

7. We have considered the disclaimer reported above in determining the nature, timing, and extent of audit tests applied in our audit of the standalone financial statements of the Company as at and for the year ended 31 March 2024, and the disclaimer has affected our opinion on the standalone financial statements of the Company and we have issued a disclaimer of opinion on the standalone financial statements.

MRKS & Associates ICAI Firm registration number: 023711N Chartered Accountants

Sd/- Saurabh Kuchhal Partner Membership No: - 512362

Date: 15.05.2024 Place: Gurugram UDIN: 24512362BKFCDQ2511