Auditor Report of JNK India Ltd.

Mar 31, 2025

We have audited the Standalone Financial Statements of JNK India
Limited ("the Company"), which comprise the Balance Sheet as at
March 31, 2025, and the Statement of Profit and Loss (including
Other Comprehensive Income), Statement of Changes in Equity and
Statement of Cash Flows for the year then ended, and notes to the
Financial Statements, including a summary of Material Accounting
Policies and other explanatory information (hereinafter referred to
as "the Standalone Financial Statements").

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid Standalone Financial
Statements give the information required by the Companies Act,
2013 (''the Act'') in the manner so required and give a true and
fair view in conformity with the accounting principles generally
accepted in India, of the Standalone state of affairs of the Company
as at March 31, 2025, and its Standalone profit (including Other

Comprehensive Income), its changes in equity and its Standalone
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 Act. Our
responsibilities under those Standards are further described in
the Auditor''s Responsibilities for the Audit of the Standalone
Financial Statements section of our report. We are independent
of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India 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.

We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial
Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matters	Our Principal Audit Procedures
Revenue recognition (including recognition of contract assets and	Our audit procedures included the following:
trade receivables) as per Ind AS 115 - Revenue from Contracts with Customers (“Ind AS 115").	a.	obtained an understanding and evaluated the design and operating effectiveness of internal controls implemented by the Management with respect to recognition of revenue, contract assets and receivable as per Ind AS 115.
The Company is in the business of manufacturing the process fired heaters, reformers and cracking furnaces	b.	obtained customer contracts on sample basis to evaluate terms of the contract to verify whether the accounting policy adopted by the Company complies Ind AS 115.
(together, the "Heating Equipment") that are required in process industries such as for oil and gas refineries,	c.	tested the Management''s evaluation of Ind AS 115 and tested on a sample basis Managements working for recognition and measurement of multiple performance obligations.
petrochemical and fertilizer industries. The Company''s main activity consists of Designing, Engineering, Manufacture, Fabrication, Procurement, Erection and	d.	in respect of revenue transactions selected on sample basis, we have inspected the underlying documents to verify that the control has been transferred to the customer and the Company has right to consideration.
Commissioning Heating Equipment. Due to long term nature of contracts with the customers, various terms of the	e.	i n case of contract assets as at year end, we verified on sample basis whether right to consideration is impaired and if so, whether appropriate adjustment in the financial statements is made.
contracts pertaining to identification of performance obligation, allocation of transaction price and recognition of contract assets and trade receivables,	f.	tested on sample basis whether revenue transactions near to the reporting data have been recognised in the appropriate period by comparing the transactions selected with relevant underlying documentation as per the terms of delivery specified in the contract.
involve judgments. Therefore, revenue recognition is considered as Key Audit	g.	on sample basis verified whether the Company has unconditional right to consideration in respect of trade receivable balances recognised during the year.
Matter.	h.	verified whether appropriate presentation and disclosure is made in the financial statements.

Other Information

The Company''s Board of Directors is responsible for the other
information. The other information comprises the Management
Discussion and Analysis and Board of Directors'' Report included in
the Annual Report but does not include the Standalone Financial
Statements and our auditor''s report thereon. Our opinion on
the Standalone Financial Statements does not cover the other
information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the Standalone Financial Statements,
our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the Standalone Financial Statements or our knowledge obtained
in the 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.

Responsibilities of Management and Those
Charged with Governance for the Standalone
Financial Statements

The Company''s Board of Directors is responsible for the matters
stated in section 134(5) of the Act with respect to the preparation of
these Standalone Financial Statements that give a true and fair view of
the Standalone financial position, Standalone financial performance
(including other comprehensive income), (Standalone changes in
equity) and Standalone cash flows of the Company in accordance
with the accounting principles generally accepted in India, including
the Indian Accounting Standards (Ind AS) specified under section
133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and prudent;
and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the Standalone Financial
Statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the management
is responsible for assessing the Company''s ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the
Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the
Standalone Financial Statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor''s
report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of
users taken on the basis of these Standalone Financial Statements.

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

We also:

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

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

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

• Conclude on the appropriateness of management''s use of the
going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt
on the Company''s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to
draw attention in our auditor''s report to the related disclosures
in the Standalone Financial Statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor''s report.
However, future events or conditions may cause the Company to
cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the
Standalone Financial Statements, including the disclosures, and
whether the Standalone Financial Statements represent the
underlying transactions and events in a manner that achieves
fair presentation.

We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.

We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the Standalone Financial Statements
of the current period and are therefore the key audit matters.
We describe these matters in our auditor''s report unless law or
regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.

Other Matters

The comparative Standalone financial information of the Company
for the year ended March 31, 2024 is prepared in accordance with
Indian Accounting Standards (Ind AS) specified under section 133
of the Act read with the Companies (Indian Accounting Standards)
Rules, 2015, which included in these Standalone Financial Statements
have been audited by the predecessor auditor. The predecessor
auditor has expressed an unmodified opinion on the comparative
Standalone Financial Statements vide report dated May 30, 2024.

Our opinion is not modified in respect of the above matters.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020
("the Order"), issued by the Central Government of India in
terms of 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 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 purposes of our audit.

b) In our opinion, proper books of account as required by
law have been kept by the Company so far as it appears
from our examination of those books and except for
the matters stated in the paragraph 2(i)(vi) below on
reporting under Rule 11(g).

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

d) In our opinion, the aforesaid Standalone Financial
Statements comply with the Indian Accounting
Standards specified under Section 133 of the Act, read
with the Companies (Indian Accounting Standards) Rules,
2015, as amended.

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

f) With reference to the maintenance of accounts and other
matters connected therewith, refer to our comment in
Paragraph 2 (b) above, the backup of books of accounts
and other books and papers maintained in electronic
mode has been maintained on the servers located
outside India and refer to our comment in paragraph
2(i)(vi) below, on reporting under rule 11 (g).

g) With respect to the adequacy of the internal financial
controls with reference to financial statements and the
operating effectiveness of such controls, refer to our
separate Report in "Annexure B".

h) According to the information and explanations given by the management, during FY 2024-25, the Company paid managerial
remuneration of ^54.45 million which is excess by ?5.60 million compared to the limits permissible as per section 197 of the
Companies Act, 2013. The Company has recognised a recoverable asset to the extent of this excess amount as of March 31, 2025.

S. No.	Name of the Director to whom remuneration is provided or paid which is not in accordance with section 197	Amount involved (in excess of the limit prescribed) (? million)	Amount due for recovery as at Balance sheet date (? million)	Steps taken to recover the amount	Remarks
1	Mr. Arvind Kamath	5.60	5.60	Will be recovered during FY 2025-26	Enabling resolution is passed in the Board Meeting held on May 29, 2025.

i) With respect to the other matters to be included in
the Auditor''s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information and according
to the explanations given to us:

(i) The Company has disclosed the impact of pending
litigations on its financial position in its Financial
Statements - Refer Note 34 to the Standalone
Financial Statements

(ii) The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses as at 31 March 2025.

(iii) There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company.

(iv) (a) The management has represented to us

that, to the best of its knowledge and belief,
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
persons or entities, 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 to us, that,
to the best of its knowledge and belief, no
funds have been received by the Company
from any persons or entities, 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.

(c) Based on the information and explanation
given to us and audit procedures performed
as considered reasonable and appropriate
in the circumstances, nothing has come
to our notice that has caused us to believe
that the representations made by the
management and as mentioned under sub¬
clause (iv)(a) and (iv)(b) above contain any
material misstatement.

(v) The dividend paid during the year by the Company
is in compliance with Section 123 of the Act.

The Board of Directors of the Company have
proposed final dividend for the year which is
subject to the approval of the members at the
ensuing Annual General Meeting. The amount of
dividend proposed is in accordance with section
123 of the Act, as applicable.

(vi) Based on our examination which included test
checks, the Company, has used an accounting
software, for maintaining its books of account
which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the
year for all relevant transactions recorded in the
software except that no audit trail (edit log) facility/
feature was enabled at the database level to log any
direct changes. During the course of our audit, so
far it relates to audit trail in respect of transactions,
we did not come across any instance of audit
trail feature being tampered with. The audit trail
has been preserved by the company as per the
statutory requirements for record retention.

Further, the Company uses services of a third-party
service provider for salary processing and in the
absence of Service Organisation Control Type 2
Report/ISAE 3402, "Assurance Reports on Control
at a Service Organisation", specifically covering
the maintenance of audit trail, we are unable to
comment whether audit trail feature of the said
software was enabled and operated throughout
the year for all relevant transactions recorded in
the software or whether there were any instances
of the audit trail feature been tampered with.

For P G BHAGWAT LLP
Chartered Accountants

Firm Registration Number: 101118W / W100682

Shriniwas Shreeram Gadgil
Partner

Membership Number: 120570
Date: May 29, 2025
Place: Mumbai

UDIN: 25120570BMFXNZ1750

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Mar 31, 2024

To the Members of JNK India Limited

(Formerly known as JNK India Private Limited)

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of JNK India Limited (Formerly known as JNK India Private Limited) (hereinafter referred to a "Holding Company") and its subsidiaries JNK India Private FZE (Nigeria) and JNK Renewable Energy Private Limited (Holding Company and its subsidiaries together referred to as the "Group"), which comprise the Consolidated Balance Sheet as at March 31, 2024, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows for the year ended on that date and notes to the consolidated financial statements, including a summary of the material accounting policies and other explanatory information (hereinafter referred to as the "Consolidated Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Consolidated 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 consolidated state of affairs of the Group as at March 31, 2024 and their consolidated profit, their consolidated total comprehensive income, their consolidated changes in equity and their consolidated cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Consolidated Financial Statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the "Auditor''s Responsibilities for the Audit of the Consolidated Financial Statements" section of our report. We are independent of the Group 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 Consolidated Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the Consolidated 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 Consolidated Financial Statements of the current period. These matters were addressed in the context of our audit of the Consolidated 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.

Sr. No.	Key Audit Matter	How our audit addressed the Key Audit Matter
1	Revenue Recognition (As described in Consolidated Financial Statements Note No. 22) Revenue is the most significant amount in the Statement of Profit and Loss, which in the present case is Rs. 4,802.41 Million. Revenue is recognised in accordance with the agreed terms and conditions of the contract with the respective customers and when the activity meets the recognition criteria as per Ind AS 115 - "Revenue from Contracts with Customers". Under Ind AS 115 revenue is recognised when a performance obligation is satisfied by transferring control over promised goods or services.	We read and understood the Group''s accounting policy for recognition of revenue. We understood the Group''s control mechanisms and methods in relation to the revenue recognition and evaluated their operative effectiveness. We read the terms of contracts including revisions, if any, to evaluate the management''s process to assess nature of contractual performance obligations, transfer of control to customer and other relevant terms necessary for revenue recognition. We performed transaction testing based on a representative sampling of the sales orders to assess revenue recognition.

	The application of this revenue accounting standard involves certain key judgments and estimates relating to identification of distinct performance obligations, determination of transaction prices of identified performance obligations, Group''s right to receive consideration for performance obligation completed, appropriateness of the basis used to measure revenue and disclosures including presentation of balances in the financial statements. The Group''s significant portion of business is undertaken through Engineering, Procurement and Construction (EPC) contracts; revenue from which is recognized over a period of time in accordance with the requirements of Ind AS 115. EPC Contracts may involve changes in scope, revised contract prices and delays due to reasons beyond Group''s control. Hence, we consider the accounting for EPC contracts also to be subject to management''s judgements and estimates. Revenues and profits for the year under audit, may deviate significantly on account of above mentioned judgements and estimates. Hence, Revenue Recognition is considered a key audit matter.	We performed sales cut off procedures on a test check basis, occurring around the year end with supporting documentation. We scrutinised transactions pertaining to unbilled revenues. We performed analytical procedures for ascertaining reasonableness of revenues, expenditures and profits pertaining to projects. We identified delayed projects, ascertained reasons for the delay and reasonableness of provisions for contingencies and liquidated damages. We read and assessed related disclosures made with respect to revenue in the Consolidated Financial Statements.
2	Trade Receivables and Contract Assets (As described in Consolidated Financial Statements Note Nos. 7, 9 and 11) Trade Receivables are dues from customers for sale of goods and services. Total trade receivables as at March 31, 2024 are Rs. 2,130.87 Million which is 40% of the Group balance sheet size and 44% of the turnover for the year. Contract assets include trade advances, retention money and unbilled revenue which is 23% of the balance sheet size of the Group. Corresponding impact of earning revenue falls on receivables and contract assets. Further, in practice, timing of collection of dues from customers may differ from the actual credit period and the contract terms. Also completion of performance obligation may be subject to varying interpretations. This makes assessment regarding recoverability of trade receivables as inherently subjective and requiring significant management judgment. Impairment of Trade Receivables and Contract Assets is done by Expected Credit Losses method under Ind AS 109. Calculation of the impairment allowance under expected credit losses is quite judgmental as it requires management to make significant assumptions on customer payment behavior and other relevant characteristics. It is also subject to Group''s statistics of historical information and estimation about the level and timing of expected future cash flows. Considering the overall uncertainty regarding their recoverability, Trade Receivables and Contract Assets are key audit matters due to their size and high level of management judgment.	We studied the Process of invoicing followed by the Group. We obtained project wise outstanding and reviewed the same. We obtained and verified age wise analysis of trade receivables and contract assets as at March 31, 2024. Information and explanation from the management regarding status of receivables was sought. Special attention was given to overdue receivables for the purpose of ensuring adequacy of impairment allowance. We also checked the documents in support of invoices pertaining to overdue collections. We have inquired into reasons for delayed projects and delayed collections. Collections made after March 31, 2024 were also checked. We performed analytical procedures for reasonableness and recoverability of balances. We obtained details of Group''s impairment policy and assessed the same. We considered historical incidence of bad debts and reasonableness of forecasting the impairment allowance. We made corroborative inquiries with the management regarding status update and expectation of outcomes.

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

The Holding Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report but does not include the Financial Statements and our Auditor''s Report thereon. The Annual report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the Consolidated 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 Consolidated Financial Statements, our responsibility is to read the other information when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Consolidated Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

After we read such other information when it is made available to us, if we conclude that there is a material misstatement therein we are required to communicate the matter to those charged with governance.

Responsibility of Management and Those Charged with Governance for the Consolidated Financial Statements

The Holding Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these Consolidated Financial Statements in term of the requirements of the Act that give a true and fair view of the consolidated financial position, consolidated financial performance including consolidated other comprehensive income, consolidated changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including Ind AS specified under section 133 of the Act. The respective Boards of Directors of the entities included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group 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 the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring 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, which have been used for the purpose of preparation of the Consolidated

Financial Statements by the Directors of the Holding Company, as aforesaid.

In preparing the Consolidated Financial Statements, the respective Management and Board of Directors of the companies included in the Group are also responsible for assessing the ability of their respective companies to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate their respective Companies or to cease operations, or have no realistic alternative but to do so.

The respective Boards of Directors of the companies included in the Group are also responsible for overseeing the financial reporting process of the Group.

Auditor''s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.

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

• Identify and assess the risks of material misstatement of the Consolidated 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 Holding Company has adequate internal financial controls with reference to consolidated financial statements in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management''s and Board of Directors'' 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 ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the disclosures, and whether the Consolidated Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities within the Group to express an opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the Consolidated Financial Statements of which we are the independent auditors. For the other entities included in the Consolidated Financial Statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

We communicate with those charged with governance of the Holding Company and such other entities included in the Consolidated Financial Statements of which we are the independent auditors 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 communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

We did not audit the financial statements of JNK India Private FZE (Nigeria) and JNK Renewable Energy Private Limited, the subsidiaries whose financial statements reflect the following:

1. In JNK India Private FZE, total assets of Rs. 16.54 million as at March 31, 2024, total revenue of Rs. 43.98 million and profit after tax of Rs. 8.34 million for the year ended on that date, as considered in the consolidated financial statements.

2. In JNK Renewable Energy Private Limited, total assets of Rs. 13.57 million as at March 31, 2024, total revenue of Rs. 33.88 million and profit after tax of Rs. 1.76 million for the year ended on that date, as considered in the consolidated financial statements.

These financial statements and other financial information have been audited by other auditors, which financial statements, other financial information and auditor''s reports have been furnished to us by the management. Our opinion on the Consolidated Financial Statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-sections (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of such other auditors.

Our opinion above on the Consolidated Financial Statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements certified by the Management.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the

purposes of our audit of the aforesaid Consolidated Financial Statements.

(b) In our opinion, proper books of account as required by law including relevant records relating to preparation of the aforesaid Consolidated Financial Statements have been kept by the Group so far as it appears from our examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including Other Comprehensive Income, the Consolidated Statement of Changes in Equity and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the Consolidated Financial Statements.

(d) In our opinion, the aforesaid Consolidated Financial Statements comply with the Ind AS specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2024 taken on record by the Board of Directors of the Holding Company and the report of the statutory auditor of its subsidiary company incorporated in India, none of the directors of the Group companies incorporated in India is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of internal financial

controls with reference to the Consolidated Financial Statements and the operating

effectiveness of such controls, refer to our separate report in "Annexure A" which is based on the auditors'' reports of the Holding Company and its subsidiary companies. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of internal financial controls with reference to Consolidated Financial Statements of those companies.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Holding Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

2. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditor''s) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

(a) The Group has disclosed the impact of pending litigations on the consolidated financial position of the Group. Refer Note 33 to the Consolidated Financial Statements.

(b) The Group did not have any material foreseeable losses on long-term contracts including derivative contracts.

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company, and its subsidiary company incorporated in India.

(d) (i) The respective Managements of the Holding

Company and its subsidiary which is incorporated in India, whose financial statements have been audited under the Act, have represented to us that, to the best of their knowledge and belief, 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 Holding Company or its Indian subsidiary 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, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Holding Company or its Indian subsidiary ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The respective Managements of the Holding Company and its subsidiary which is incorporated in India, whose financial statements have been audited under the Act, have represented to us that, to the best of their knowledge and belief, no funds have been received by the Holding Company or its Indian subsidiary from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Holding

Company or its Indian subsidiary shall, 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.

(iii) 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-clauses (i) and (ii) above, contain any material misstatement.

(e) The dividend paid during the year by the Holding Company is in compliance with section 123 of the Act.

(f) Based on our test checks of the Holding Company and the report of the auditor of Indian subsidiary, the Holding Company and its Indian

subsidiary have used such accounting software for maintaining their books of account which have a feature of recording audit trail (edit log) facility and the same has been made effective during the year for all transactions recorded in the software. Further, during the course of our audit we did not come across any instance of the audit trail feature having been tampered with.

Reporting on preservation of audit trail as per statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

3. With respect to the matters specified in paragraphs 3(xxi) and 4 of the Companies (Auditor''s Report) Order, 2020 (the "Order" / "CARO") issued by the Central Government in terms of Section 143(11) of the Act, we report that there are no qualifications or adverse remarks by the respective auditors of the companies in the Group to which reporting under CARO is applicable.

For CVK & Associates

Chartered Accountants Firm Regn No.: 101745W

CA K. P. Chaudhari

Partner

Membership No: 031661

Place: Mumbai

Date: May 30, 2024

UDIN: 24031661BKDGFD2318