Lloyds Engineering Works Ltd Auditor Reports

To The Members of

Lloyds Engineering Works Limited

Report on Audit of Standalone Financial Statements Opinion

We have audited the accompanying financial statements of Lloyds Engineering Works Limited ("the Company" / "LEWL"), which comprise the Balance Sheet as at 31^st March, 2026, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on 31^st March, 2026, and a summary of the 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, the aforesaid 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 31^st March, 2026, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the 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 financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, 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 opinion on the 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 financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming 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.

1. Right Issue

Board of Directors of LEWL approved a Rights Issue of equity shares vide the board resolution dated 30^th July 2024. During the year, the Company received Share Allotment Money aggregating to Rs. 493.63 Crores on 5^th June 2025 against the aforesaid right issue in respect of the allotment of 30,85,17,476 rights equity shares issued at a price of Rs. 16/- per share i.e. (Re.0.50 per share towards Face Value and Rs.15.50 per share as premium).

Further, the Company received an aggregate amount of Rs. 363.59 Crores towards First and Final Call by 11^th March, 2026 against 22,72,47,052 equity shares.

As at the reporting date, an aggregate amount of Rs. 130.03 Crores remains outstanding and is classified as Calls in Arrears, representing the portion of the call money yet to be realized from the respective allottees.

The Rights Issue involved significant amounts, multiple stages of share capital collection including application money and call money, accounting for share capital and securities premium, and compliance with the provisions of the Companies Act, 2013 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations). Accordingly, this matter was considered to be a Key Audit Matter.

How the matter was addressed

Our audit procedures in respect of the Rights Issue included, among others, the following: 1.) We obtained and reviewed the Board Resolution approving the Rights Issue, including the terms of issue, application money, and first and final call money.

2.) We reviewed the Rights Issue offer documents and related communications issued to shareholders, as well as the regulatory filings submitted to the BSE Limited and the National Stock Exchange of India Limited.

3.) We reviewed the filings, disclosures and correspondence submitted with the Securities and Exchange Board of India in connection with the Rights Issue.

4.) We verified, on a sample basis, the receipt of share application money and first and final call money with reference to bank statements and books of account.

5.) We verified the number of shares applied, allotted, and on which call money was received.

6.) We reviewed the accounting treatment for share application money, share capital, and securities premium, calls in arrears and excess call money received/refunded to ensure compliance with Schedule III of the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

7.) We assessed compliance with the relevant provisions of the Companies Act, 2013 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations). Accordingly, this matter was considered to be a Key Audit Matter in respect of the Rights Issue.

8.) We evaluated the adequacy and appropriateness of disclosures made in the financial statements relating to the Rights Issue, share capital, calls in arrears, excess amount refunded, and securities premium.

2. Proposed Scheme of Merger

The Board of Directors of the Company in their meeting dated December 29, 2025 has approved the draft Scheme of Merger by Absorption.

Further on January 16, 2026, the Company filed formal applications seeking approval under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with both the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

The scheme involves the merger of Lloyds Infrastructure & Construction Limited (Transferor Company 1), Metalfab Hightech Private Limited (Transferor Company 2), and Techno Industries Private Limited (Transferor Company 3) into Lloyds Engineering Works Limited (Transferee Company). The Company has certified that the accounting treatment provided in the Scheme is in compliance with all applicable Accounting Standards for a listed entity. We have identified this as a Key Audit Matter due to the complexity of the merger process, the significance of the valuation and share entitlement ratios, and the potential impact of the accounting treatment on the future financial statements once the necessary regulatory approvals from the Stock Exchanges and the National Company Law Tribunal (NCLT) are obtained.

How the matter was addressed in our audit:

1.) We inspected the minutes of the meeting of the Board of Directors and Board Resolution dated December 29, 2025, to verify the formal approval of the draft Scheme of Merger by Absorption.

2.) We verified the formal applications submitted by the Company on January 16, 2026, to the BSE Limited and the National Stock Exchange of India Limited, confirming compliance with the initial filing requirements under Regulation 37 of the SEBI (LODR) Regulations, 2015. 3.) We verified that the Company has made the necessary disclosures regarding the merger in its financial statements and to the regulatory authorities as of the reporting date.

3. Investment in Subsidiaries

(Refer Note No. 7 of the standalone financial statements)

I. Investment in Equity Shares of Techno Industries Private Limited ("TIPL")

As at March 31, 2025, LEWL held 77% equity stake in TIPL. During the year ended March 31, 2026, the Company acquired the remaining equity stake in TIPL in two tranches, pursuant to which TIPL became a wholly owned subsidiary of the Company.

The details regarding the tranches are as follows: i. First Tranche: On July 1, 2025, the Company acquired an additional 11% stake (13,75,000 equity shares) for a consideration of Rs. 25.00 Crores, increasing its holding from 77% to 88%. ii. Second Tranche: On December 26, 2025, the Company acquired the remaining 12% stake (14,99,999 equity shares) for a consideration of Rs. 22.70 Crores.

How the matter was addressed in our audit:

1) We inspected the minutes of the Board of Directors meetings and the corresponding Board Resolutions to confirm that the acquisitions were duly authorized and conducted as per the approved terms. Furthermore, we verified that the necessary shareholders approval was obtained, ensuring the transactions were executed in compliance with statutory requirements.

2) We examined the Share Purchase Agreements (SPAs) and transfer forms to verify the date of acquisition, the number of shares transferred, and the agreed-upon consideration.

3) We have verified the payment for purchase through inspection of bank statements and other supporting documents.

4) We assessed the adequacy of the disclosures in the financial statements, particularly the summarized financial information for subsidiaries with material NCI, ensuring compliance with the relevant financial reporting framework.

II. Incorporation of Lloyds Advance Defence Systems Limited (LADS) as wholly owned subsidiary

a) During the financial year 2025–26, the Company strategically expanded its corporate structure through the incorporation of LADS as a wholly owned subsidiary.

b) As a subscriber to the Memorandum of Association (MoA), the Company committed to and subsequently infused the initial equity capital comprising 6,00,000 equity shares of Rs. 1 each, aggregating to Rs. 6,00,000. Consequently, the Company holds 100% of the equity share capital and exercise full control over the subsidiary from the date of incorporation.

How the matter was addressed in our audit:

1.) We examined the minutes of the Meeting of the Board of Directors and the corresponding Board Resolutions to verify the formal approval for the incorporation of the wholly owned subsidiary and the authorized investment limits.

2.) We inspected the Certificate of Incorporation of LADS issued by the Registrar of Companies (ROC) to confirm the legal existence of the subsidiary and further inspected the and the Memorandum and Articles of Association of LADS submitted with the ROC to verify the nature of its business, the Capital clause and the Subscribers to the Memorandum, besides other relevant information.

3.) We verified the subscription to the 6,00,000 equity shares by reviewing the share certificates or the Register of Members. We traced the payment of the aggregate consideration of Rs. 6,00,000 to the bank statements to ensure the transaction was completed as per the terms of the incorporation.

4.) We have verified that the accounting policies for investments in the wholly owned subsidiary are recorded at cost in the Standalone Financial Statements, in accordance with the provisions of Ind AS 27 (Separate Financial Statements).

5.) We evaluated the adequacy of the disclosures made in the notes to the financial statements regarding the subsidiary and the proportion of ownership interest held by the Company.

III. Acquisition of Equity Stake in Metalfab Hightech Private Limited ("Metalfab")

During the financial year ended March 31, 2026, the Company acquired a 76% equity stake in Metalfab for a total purchase consideration of Rs. 28,40,50,000 (21,85,000 equity shares at Rs. 130 per share). This transaction resulted in the Company acquiring control, thereby establishing Metalfab as a subsidiary of the Company.

How the matter was addressed in our audit:

1.) We examined the Board approval dated May 20, 2025, along with the corresponding Board Resolutions and the Share Purchase Agreement, to verify the formal terms and conditions of the acquisition. Our review focused on confirming the purchase consideration and the specific date of obtaining control.

2.) We evaluated the independent valuation report commissioned by the management to determine the fair value of the assets acquired and liabilities assumed.

3.) We have verified the payment of the Purchase consideration through inspection of bank statements and other supporting documents.

4.) We reviewed the disclosures in the financial statements related to the purchase of shares to ensure they are complete and accurate, providing sufficient information for users to understand the transaction and its financial impact.

4. Property, Plant and Equipment

(Refer Note No. 4 of the standalone financial statements) During the year, the Company recorded significant additions and certain deletions in Property, Plant and Equipment (PPE) in the normal course of business. The Gross Value of PPE as at F.Y. 2025–26 stood at Rs. 142.16 Crores (Previous year: Rs. 105.53 Crores). Additions during the year amounted to Rs. 45.42 Crores, while deletions/disposals amounted to Rs. 8.79 Crores. Given the value and nature of these transactions, there are inherent challenges in ensuring appropriate recognition, measurement, capitalization, depreciation, and derecognition of PPE in accordance with Ind AS 16 – Property, Plant and Equipment.

How the matter was addressed in our audit:

Our audit procedures in respect of Property, Plant and Equipment (PPE) included the following:

1. We verified additions and deletions of Property, Plant, and Equipment (PPE) on a sample basis by examining supporting documentation, including invoices, contracts, and disposal records. Furthermore, we conducted physical verification of selected assets to confirm their existence and condition at the site. These procedures were performed to ensure that the movements in the fixed asset register are accurately reflected in the financial statements and comply with the Companys capitalization policies.

2. We assessed whether the expenditure capitalized and assets derecognized comply with the requirements of Ind AS 16 – Property, Plant and Equipment.

3. We verified the accuracy of depreciation, including the useful lives and methods applied to Property, Plant and Equipment (PPE), and also reviewed the accounting treatment and computation of profit / loss on sale or disposal of fixed assets, as well as the assessment of impairment indicators and impairment of assets.

4. We evaluated the adequacy of disclosures relating to PPE in the financial statements.

5. Capital Work in Progress

(Refer Note No. 4 of the standalone financial statements) During the financial year 2025–26, the Company undertook significant capital expenditure for the expansion of its manufacturing capabilities, resulting in the accumulation of costs for assets currently under construction. We verified that these expenditures are classified as Capital Work-in-Progress, as the underlying projects had not reached the stage of being ready for their intended use by the reporting date. Consequently, the investment is recorded at cost, reflecting the ongoing nature of these projects as of March 31, 2026, pending their capitalization upon completion and commissioning. The company had Capital Work in Progress (CWIP) of Rs. 65.86 Crores as at March 31, 2026 (previous year was Rs 62.96 Crores).

How the matter was addressed in our audit:

Our audit procedures to assess the accounting for CWIP included the following.

1. Evaluation of the completeness and accuracy of the project cost capitalized as CWIP. This includes reviewing invoices, contracts, and other supporting documentation.

2. Ensuring the cost capitalized meets the recognition criteria as per IND AS 16 ‘Property, Plant and Equipment.

3. Evaluation of effectiveness of internal controls over capitalization of project costs.

4. Reviewing the disclosure requirements for CWIP in the financial statements including the ageing schedule.

6. Guarantees Issued to Group Company

During the Financial Year 2025-26 Lloyds Engineering Works Limited has issued/given a corporate guarantee of Rs.109.00 crores to HDFC Bank Limited (Lender) for financial facilities and borrowings of its wholly owned subsidiary Techno Industries Private Limited (TIPL).

How the matter was addressed in our audit:

Our audit procedures to assess the accounting for Corporate Guarantees included the following.

1. Review contractual agreements: Obtained and reviewed the agreement that outline the terms and conditions of the guarantees issued by the company in favour of Lender for their financial facilities provided to TIPL.

2. Assess the nature of the guarantee: Determine if the guarantee is a corporate guarantee, a performance guarantee, or a related party guarantee since different types may require different accounting treatment and disclosure.

3. We evaluated the appropriateness of managements classification of financial guarantees as short-term by verifying that the underlying contractual obligations did not extend beyond twelve months from the reporting date. This included reviewing bank sanction letters, which indicated validity periods of less than one year. Based on this assessment and in accordance with Ind AS 109, the guarantees have been considered short-term in nature, and accordingly, no recognition or measurement has been made in the financial statements by the Company.

4. We verified that the nature of these guarantees and the rationale for their measurement were adequately disclosed as contingent liabilities in the notes to the financial statements.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys 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, Boards Report including Annexure to Boards Report, Business Responsibility and Sustainability Report, Corporate Governance Report and Shareholders Information but does not include the financial statements and our auditors report thereon. Our opinion on the 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the 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.

Managements Responsibility for the Financial Statements

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 financial statements that give a true and fair view of the financial position, financial performance, (changes in equity) and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards 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 financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the 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.

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

Auditors Responsibility

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 judgement 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 financial controls 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 managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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.

Materiality is the magnitude of misstatements in the 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.

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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors 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 B, 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, 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 it appears from our examination of those books;

c. The Company has no branch office and hence the company is not required to conduct audit under section 143 (8) of the Act;

d. The Balance Sheet, the Statement of Profit and Loss, the Cash flow statement dealt with by this Report are in agreement with the books of account;

e. In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (As amended);

f. In our opinion, no financial transactions or matters have any adverse effect on the functioning of the company;

g. On the basis of the written representations received from the directors as on 31^st March, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March, 2026 from being appointed as a director in terms of Section 164 (2) of the Act;

h. We do not have any qualification, reservation or adverse remark relating to the maintenance of accounts and other matters connected therewith.

i. 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.

j. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure A." Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys Internal Financial Controls over financial Reporting;

k. 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 (As amended):

i. The Company has disclosed the pending litigations which may impact its financial position in Note 22 of the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. During the year, no amounts were required to be transferred to the Investor Education and Protection Fund by the Company. So, the question of delay in transferring such sums does not arise.

iv. a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to accounts to the standalone Ind AS financial statements, 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;

b) The management has represented that, to the best of its knowledge and belief, 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; and

c) Based on such audit procedures performed 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 (a) and (b) contain any material misstatement.; and

v. (a) The final dividend paid by the Company during the year, in respect of the same declared for the previous year is in accordance with Section 123 of the Act to the extent it applies to payment of dividend.

(b) As stated in note 38 of the standalone financial statements, the Board of Directors of the Company has proposed final dividend at the rate of 25% i.e. 0.25 Paise, per equity share of Face value Re.1/- for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.

vi. Based on our examination, the Company has used accounting softwares for maintaining its books of account for the financial year ended March 31, 2026 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 softwares. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

Annexure – A to the Independent Auditors Report

(Referred to in Paragraph 2(j) under ‘Report on Other legal and Regulatory Requirement sections of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Lloyds Engineering Works Limited ("the Company") as of 31^st March, 2026 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting with reference to these Standalone Financial Statements and such internal financial controls over financial reporting were operating effectively as at 31^st March, 2026, based on the internal control over financial reporting 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.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting 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 Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records reflecting in the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of 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 financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Annexure - B to Independent Auditors Report

(Referred to in Paragraph 1 under ‘Report on Other legal and Regulatory Requirement sections of our report of even date)

The ‘Annexure B ‘ referred to in Independent Auditors Report to the Members of the Company on the Financial Statements for the year ended 31^st March, 2026, we report that:

i. In respect of the Companys property, plant and equipment and intangible assets:

a) A. According to the information and explanation given to us and based on the records produced before us, we are of the opinion that the Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

B. The Company is maintaining proper records showing full particulars of Intangible Asset.

b) According to the information and explanation given to us, fixed assets were physically verified by the management according to a designed program to cover all the locations which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the program, the management during the year physically verified the fixed assets at certain locations and no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favor of the lessee) disclosed in the standalone financial statements are held in the name of the Company, except in the case of following property: -

Description of property	Gross carryingvalue (Rs. in Crores)	Held in name of	Whether promoter, director or their relative or employee	Period held – indicate range, where appropriate	Reason for not being held in name of company*Also indicate if in dispute
Flat at Rooprekha Co-op. Housing Society Limited	0.05	Lloyds Steel Industries Limited	NO	01 April,2014	Company has received the property via demerger order passed by the Bombay High Court

d) 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 revalued its property, plant and equipment (including Right-of-use assets) or Intangible assets.

e) According to the 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 Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

ii. a) According to the information and explanation given to us Inventory has been physically verified by the management during the year. No material discrepancies were noticed that would have an impact over the Financial Statements.

b) According to the information and explanation given to us and based on the records produced before us, the company has not been sanctioned any working capital limits during any time of the year in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. Hence, reporting under this clause is not applicable.

iii. a) A. During the Current financial year 2025-26, the company has granted loans to Techno Industries Pvt Limited (TIPL) a Wholly Owned subsidiary. In addition, the company has further provided Guarantee on behalf of TIPL. The details of both i.e. loan granted as well as guarantee undertaken are provided in the table below (Previous Year Nil):

Particulars	Loans (Rs. in Crores)	Guarantee (Rs. in Crores) #
Aggregate Amount of loan granted/ Guarantee Provided During the year	73.20	109.00
Balance Outstanding as on 31st March, 2026	63.20	109.00

# This guarantee is provided to HDFC Bank Limited in respect of various credit facilities availed by the said subsidiary.

The securities for the aforesaid credit facilities comprise, inter alia, the said corporate guarantee, charge on the assets of the subsidiary company and personal security of Mr. Bharat Patel, erstwhile owner of Techno Industries Private Limited.

B. Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has provided loans to parties other than subsidiaries, Joint Ventures and Associates as below:

Particulars	Loans
	(Rs. in Crores)
Aggregate Amount of loan granted/ During the year	217.60
Balance Outstanding as on 31st March, 2026	0.00

b) In our opinion and according to the information and explanations given to us, the investments made, guarantees provided and the terms and conditions of the loans granted during the year are, prima facie, not prejudicial to the interest of the Company.

c) In respect of loans granted by the Company, the schedule of repayment of principal and payment of interest has been stipulated in the respective agreements and the repayments/receipts of principal and interest have generally been regular as per the stipulations.

d) According to the information and explanations given to us, there are no amounts overdue for more than ninety days in respect of loans granted by the Company as at the balance sheet date.

e) According to the information and explanations given to us, no loan granted by the Company which has fallen due during the year has been renewed or extended or fresh loans granted to settle the over dues of existing loans given to the same parties.

f) Based on the terms and conditions of the agreements entered into by the Company, the loans granted during the year contain stipulated repayment terms and interest clauses. Accordingly, reporting under Clause 3(iii)(f) of the Order relating to loans repayable on demand or without specifying any terms or period of repayment is not applicable.

iv. In our opinion and according to information and explanation given to us, the company has, in respect of loans, investments, guarantees, and security provisions, complied with section 185 and 186 of the Companies Act, 2013.

v. According to the information and explanation given to us, the company has not accepted deposits or amounts deemed to be deposits. Therefore, reporting under this clause is not applicable.

i. Pursuant to the rules made by the Central Government, the maintenance of Cost Records has been prescribed u/s. 148(1) of the Companies Act, 2013. We are of the view that prima facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete. vii. In respect of statutory dues:

a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Goods and Services Tax (‘GST), Provident fund, Employees State Insurance, Income-tax, Duty of Customs, Cess and other material statutory dues have generally been regularly deposited with the appropriate authorities and were not in arrears as at 31^st March, 2026 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of GST, Provident fund, Employees State Insurance, Sales tax, Service tax, Duty of Customs, Value added tax, Cess or other statutory except Income Tax dues which have not been deposited by the Company on account of disputes are given below:

Name of Statute	Nature of Dues	Amount (Rs. in crores)	Period to which the amount relates	Forum where dispute is pending
GST Act, 2017	GST	1.68	FY 19-20	Joint Commissioner Appeal

viii. 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 surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income-tax Act, 1961 as income during the year.

ix. a) According to the information and explanation given to us and based on the records produced before us, the company has not defaulted in repayments of dues to financial institutions and banks.

b) According to the information and explanation given to us, the company is not declared as a willful defaulter by any Bank or Financial Institution or other lender.

c) In our opinion and according to information and explanation given to us, the company has applied the term loans for the same purpose for which they are obtained.

d) According to the information and explanation given to us, the company has not utilized funds raised on short term basis for long term purposes.

e) According to the information and explanation given to us, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, joint ventures or associates as on the reporting date.

f) According to the information and explanation given to us, the Company has not raised loan during the year on the pledge of securities held in its subsidiaries, joint ventures or associates as on the reporting date.

x. In respect of issue of securities:

a) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has raised funds by way of rights issue during the year, amounting to Rs. 857.22 crores, net of calls in arrears of Rs.130.03 crores.

Out of the said proceeds, an amount of Rs. 544.63 crores has been utilized for the purposes stated in the offer document and an amount of Rs. 312.59 crores pending utilization has been temporarily invested in fixed deposits and bank balances of the Company for use in future against the propose purpose provided in the Rights issue.

As disclosed in the Letter of Offer, the Company had originally proposed to utilise the proceeds from the rights issue by March 31, 2026. Subsequently, pursuant to the approval of the shareholders at the Extraordinary General Meeting held on March 27, 2026, the timeline for utilisation of the unutilised proceeds has been extended beyond March 31, 2026.

Based on the audit procedures performed and according to the information and explanations given to us, except for the extension in the timeline for utilisation of the unutilised proceeds as approved by the shareholders, the funds raised by way of rights issue have been applied for the purposes for which they were raised, and no material deviation in the utilisation of such funds has been noticed by us.

b) According to the information and explanations given to us and on the basis of our examination of the records of the company, during the year, the Company has not made preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence, reporting under paragraph (x) (b) of the Order is not applicable to the Company. The Company has duly complied with the requirements of Section 42 and Section 62 of the Act.

xi. In respect of fraud:

a) During the course of our examination of the books of account carried in accordance with the generally accepted auditing standards in India, we have neither come across any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of such case by the Management.

b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Companies Act, 2013 has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

c) No whistle blower complaints were received by the Company during the year. Therefore, reporting under this clause is not applicable. xii. According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, reporting under clause (xii) of Paragraph 3 of the Order is not applicable. xiii. In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, and the details of the related party transactions have been disclosed in the standalone financial statements as required by the applicable Indian Accounting Standards.

xiv. a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business. b) We have considered the internal audit reports of the Company issued till date for the period under audit. xv. In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected to its directors.

xvi. a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under clauses (xvi) (a), (b) and (c) of the Order is not applicable.

b) According to the information and explanations provided to us during the course of audit, the Group does not have any CIC. Accordingly, reporting under clause(xvi)(d) of Paragraph 3 is not applicable.

xvii. The Company has not incurred cash losses in the current and in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year. Accordingly, reporting under this clause is not applicable.

xix. According to the information and explanations given to us and on the basis of the financial ratios, 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, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the 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, however, state that this is not an assurance as to the future viability of the Company. 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) In our opinion and according to the information and explanations given to us, there is no unspent amount under sub-section (5) of Section 135 of the Companies Act, 2013 in respect of other than ongoing project. Accordingly, reporting under clauses (xx)(a) of Paragraph 3 of the Order are not applicable. b) In our opinion and according to the information and explanations given to us, there are no ongoing projects as per section 135 of the Companies Act. Accordingly, reporting under clauses (xx)(b) of Paragraph 3 of the Order are not applicable.

	For S Y Lodha & Associates
	Chartered Accountants
	ICAI Firm Reg No. - 136002W
	Shashank Lodha
	Partner
Date: May 5, 2026	M. No.: 153498
Place: Mumbai	UDIN.: 26153498KZTRFG4266