Manjeera Constructions Ltd Auditor Reports

Emphasis of Matter

We draw attention to Note in financial results wherein it has been informed that the Corporate Insolvency Resolution Process was initiated under Section 7 of the Insolvency and Bankruptcy Code, 2016 against the company on 18th July, 2023 by the Honble National Company Law Tribunal, Hyderabad Bench vide its order being C.P.(IB) No-320/2022. Further, vide order dated 18/07/2023, Mr. Kambhammettu Sri Vamsi having Registration Number- IBBI/IPA-001/IP-P00664/2017-2018/11141 was appointed as the Interim Resolution Professional and subsequently Mr. Birendra Kumar Agrawal having Registration Number- BBI/IPA-001/IP- P00564/2017-2018/11040 was appointed as the Resolution Professional.

Pursuant to the order passed by the Honble National Company Law Tribunal on 26.03.2025 the company has been taken over by Valentis Laboratories Private Limited in consortium with Surya Treasure Island Private Limited and suitable adjustments have been made in books of accounts. However Change in capital structure and share holding pattern has not been incorporated as the share transfer proceeding has not been taken up as on the year ended on that date.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of other information. The other information comprises the information included in the Directors Report, 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 Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, and cash flows of the Company in accordance with The Accounting Standards specified under section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 statements 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. Management is responsible for preparation of financials as per NCLT-approved scheme and Ind AS. Further management is responsible to ensure proper accounting of assets/liabilities written off, restructured, or impaired.

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

Auditors Responsibility for the Audit of Financial Statements

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 financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

- Conclude on the appropriateness of 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.

- This is the first audit post NCLT takeover; old companys balances have been restated/adjusted as per the approved scheme, and certain records were unavailable; financials represent the restructured entity in compliance with the Companies Act, 2013 and Ind AS.

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 Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the applicable.

(2) As required by Section 143(3) of the Companies Act, 2013, 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 except otherwise as stated above.

(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; for keeping backup on daily basis of such books of account maintained in electronic mode, in a server physically located in India.

(c) the Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of the account.

(d) in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 except as stated in the Qualified Opinion section and Basis for Qualified Opinion section of this report.

(e) on the basis of written representations received from the directors as on 31 March 2025, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2025, from being appointed as a director in terms of Section 164(2) of the Act.

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the internal financial control over financial reporting of those companies, for reasons stated therein

(g) with respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, the Company has not paid / provided for managerial remuneration in accordance with the provisions of section 197 of the Act

(h) 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:

i. The company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses and

ii. There are no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company for the year ended 31 March 2024.

iii. (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 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 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 mis-statement.

iv. The Company has not declared or paid any dividend during the year

v. With respect to maintenance of books of account using accounting software which has a feature of recording audit trail (edit log) facility, we performed procedures to assess whether the company maintained an accounting software with an audit trail (edit log) facility for all transactions recorded in the software throughout the year. We noted that the company did not use accounting software with such a feature, the company is not in compliance with the provisions of Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

Annexure A to the Independent Auditors Report.

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report to the Resolution Professional of Manjeera Constructions Limited of even date)

Based on the audit procedures performed for the purpose of reporting true and fair view on the financial statements of Manjeera Constructions Limited ("the Company") and taking into consideration the information and explanation given to us and books of account and other records examined by us in a 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 maintained proper records showing full particulars of intangible assets.

(b) The Companys Property, Plant and Equipment have been physically verified by the management during the year, there is a regular programme of verification which, in our opinion is reasonable having regard to the size of the Company and the nature of its assets. Discrepancies noted on such verification were not material and have been properly dealt with in the books of account.

(c) The title deeds of all the following immovable properties (which are included under the head "Investment Property") are not held in the name of the Company is nil.

(d) The Company has not revalued its Property, Plant and Equipment or intangible assets during the year.

(e) We have not noticed nor have been informed of initiating any proceedings or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made there under.

ii. (a) In our opinion, the management has conducted the physical verification of inventories at reasonable intervals during the year no material discrepancies between physical inventory and book records were noticed on physical verification.

(b) The company has not been sanctioned working capital limits in excess of Rs. 5 Crores, in aggregate during the year at any points of time during the year, from banks or financial institutions on the basis of security of current assets.

iii. During the year, the Company has made investments in one company and granted unsecured loans to one company and not provided any guarantee or security to firms or any other parties.

We further report that:

a. The company during the year has advanced loans to the companies

Particulars	Amount (Rs. in Lakhs)
(A) Aggregate amount granted during the year	Nil
(B) Balance outstanding as at balance sheet date in respect of above cases
- Advance to Subsidiary (Manjeera Retail Holdings Private Limited)	4722.58

b. The investments made, the terms and conditions of the grant of all the loans and advances in the nature of loans in the earlier years and continued in the current year are prima facie, not prejudicial to the interest of the Company.

c. In respect of the loans and advances in the nature of loans granted in earlier year and continued in the current year, the schedule of repayment of principal and payment of interest has been stipulated and the repayments or receipts have been regular.

d. In respect of the loans and advances in the nature of loans granted in earlier years and continued in the current year, there is no overdue amounts

e. There is a loan given falling due during the year, which has been renewed

f. The Company has not given any loans either repayable on demand or without specifying any terms or period of repayment.

iv. The Company has not entered into any transaction covered under section 185 and 186 of the Companies Act, 2013. Accordingly, the provisions of clauses 3(iv) of the Order are not applicable to the Company at present.

v. The Company has not accepted any deposits or amounts which are deemed to be deposits to which the directions issued by the Reserve Bank of India and provisions of Section 73 to Section 76 or any other relevant provision of the Act and the Rules made there under, where applicable. Further no order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal and accordingly paragraph 3(v) of the Order is not applicable, at present.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, primafacie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. (a)Amount deducted/accrued in the books of account in respect of undisputed statutory dues including GST, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Value Added Tax, Cess or other statutory dues have generally been regularly deposited with the appropriate authorities. There were no undisputed amounts payable in respect of GST, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Value Added Tax, Cess or other material statutory dues were in arrears as at 31^st March 2025 for a period more than six months from the date they became payable except the following:

Name of Statute	Nature of Dues	Amount (Rs. In Lakhs)
TDS	194 A	19.26
TDS	194C	22.92
TDS	194H	0.46
TDS	194J	23.78
TDS	1941	4.01
TDS	192B	1.55

(b) There are no dues of GST, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Duty of Customs, Value Added Tax, Cess or other statutory dues which have not been deposited by the company on account of disputes, except the following:

Name of Statute	Nature of Dues	Amount (Rs. In Lakhs)	Period	Forum where dispute is pending
Goods & Services Tax Act	GST	59.97	Financial Year 2017- 2018	Deputy Commissioner
Goods & Services Tax Act	GST	10.08	Financial Year 2018- 2019	Deputy Commissioner
Goods & Services Tax Act	GST	28.61	Financial Year 2019- 2020	Deputy Commissioner

viii. There are no transactions not recorded in the books of account have been surrendered or disclosed as income during the year in tax assessments under the Income Tax Act, 1961.

ix.

(a) the company was undergoing CIRP as per NCLT order dated 18^th July 2023. The company has been defaulted on repayments of loans and interest thereon. However, the order passed by the Honble National Company Law Tribunal on 26^th March 2025, the company has been taken over by Valentis Laboratories Private Limited in consortium with Surya Treasure Island Private Limited and suitable interest expenses accepted as per order have been recorded in books of accounts. During the year the interest as accepted to be paid as per NCLT order has been accounted.

(b) The company has not been declared willful defaulter by any bank or financial institution or other lender and hence reporting under clause 3(ix)(b) of the Order is not applicable.

(c) The term loans were applied for the purpose for which the loans were obtained.

(d) The Company does not have any short-term borrowings.

(e) The Company does not have any subsidiaries or associates or joint ventures

x. (a) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year.

(b) The Company has not made any preferential allotment or private placement of shares or Convertible debentures during the year.

xi. (a) No fraud by the Company or on the company has been noticed or reported during the year, nor have we been informed of any fraud by the management and

(b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-14 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report. There are no whistle blower complaints received by the company during the year.

(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 and hence reporting under clause 3(xii)(a) of the CARO 2016 is not applicable.

xiii. All the transactions with the related parties are in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, the details have been disclosed in the financial statements as required by the applicable accounting standards.

xiv. The company does not have an internal audit system commensurate with the size and nature of its business, the company is not incompliance with the provisions of sec 138 of Companies Act, 2013.

xv. The Company has not entered into any non-cash transactions with directors or persons connected with them as referred to in provisions of section 192 of the Companies Act, 2013 are not applicable.

xvi. (a) The Company is not required to be registered under Section 45-LA of the Reserve Bank of India Act 1934.

(b) The company has not conducted any Non-Banking Financial or Housing Finance Transactions during the year.

(c) The Company is not a core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directors, 2016).

(d) We have not received from the Company, necessary information/ confirmation to enable us to state whether the Group of which it is a constituent, has any Core investment Company in the Group.

xvii. The Company has incurred cash loss of Rs 518.64 Laksh during the year. The Company has incurred cash loss of Rs 616.34 Lakhs in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year and hence reporting under clause 3(xviii) of the Order is not applicable.

xix. 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 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. The Company is not required to transfer any amount to a fund specified in Schedule VII to the Companies Act in compliance with the the provisions of section 135 of the Act.

Annexure B to the Independent Auditors report

(Referred to in paragraph ‘2.f under Report on Other Legal and Regulatory Requirements section of our report to the Resolution Professional of Manjeera Constructions Limited 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 Manjeera Constructions Limited ("the Company") as of 31 March, 2025 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Board of Directors of the Company 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") issued by ICAI and the Standards on Auditing 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 were 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 qualified 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 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 financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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.

Opinion

In our opinion, the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of 31 March, 2025 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, and except for the possible effects of the material weakness described above on the achievement of the objectives of the control criteria, the Companys internal financial controls over financial reporting were operating effectively as of 31 March 2025.