Auditor Report of KPI Green Energy Ltd.

Mar 31, 2025

We have audited the accompanying Standalone Ind AS
Financial Statements of KPI GREEN ENERGY LIMITED
("the company”), which comprise the Balance Sheet as
at March 31, 2025, the standalone statement of profit
and loss (including statement of other comprehensive
income), the standalone statement of changes in
equity and the standalone statement of cash flows for
the year then ended, and the notes to the standalone
Ind AS financial statements, including a summary of
the 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 Ind AS 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 state of affairs of the
Company as at March 31, 2025 and its profit including
other comprehensive income, its cash flows and the
changes in equity for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone Ind AS
financial statements 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 Auditor’s
Responsibilities for the Audit of the standalone Ind
AS 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 Ind AS 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 ICAI’s Code of Ethics. We believe that the
audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion
on the accompanying standalone Ind AS 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
standalone Ind AS financial statements of the current period. These matters were addressed in the context of our
audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the
matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the ‘Auditor’s Responsibilities for the Audit of the Standalone Ind
AS Financial Statements’ section of our report, including in relation to these matters. Accordingly, our audit included
the performance of procedures designed to respond to our assessment of the risks of material misstatement of the
standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to
address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial
statements.

Sr. No.	Key Audit Matter	How the matter was addressed in our audit
1.	Impairment assessment of Company''s investments in and loans to subsidiaries As at March 31, 2025, the carrying value of the Company’s investments (in equity shares and capital) is A 20,661.55 Lakhs and loans given to the wholly owned subsidiaries, is amounted to A 13,108.77 lakhs. Above investments in subsidiaries are accounted at cost (subject to impairment assessment). In accordance with Ind AS 36 ‘Impairment of Assets’, management assesses at least annually whether there are any indicators of impairment of the investments.	Our audit procedures in relation to impairment assessment of Company’s investment in and loans to subsidiaries included the following: ? We obtained an understanding, assessed and tested the design and operating effectiveness of the Company’s key controls related to impairment evaluation process.

Sr. No.	Key Audit Matter	How the matter was addressed in our audit
	With regards loans given to subsidiaries, Ind AS 109 ‘Financial Instruments’ requires the Company to provide for impairment of its financial assets measured at amortised cost, if any, using the expected credit loss (‘ECL’) approach. Basis such assessment, the Company has not recognised any impairment allowance during the year ended March 31, 2025, in respect of investments and loans given to subsidiaries as described in Note 6 and 48 of the standalone financial statements. For the purpose of above impairment assessment, recoverable value has been determined by computing the value in use of the underlying business. For determining value in use, discounted cash flow projections are used which involves significant estimates, assumptions and judgement of long¬ term financial projections. Considering significant estimates and management judgement involved, impairment assessment is determined as a key audit matter.	A A AAA	We have obtained and discussed with management and evaluated the keyjudgements/ assumptions underlying management’s assessment of potential indicators of impairment. Where potential indicators of impairment were identified, we evaluated management’s impairment assessments and assumptions around the key drivers of the cash flow forecasts by comparing them to the approved budgets and our understanding of the internal and external factors. We also assessed the reasonableness of the forecasts by comparing the same to past results and other supporting evidence. We obtained and assessed the sensitivity analysis made by the management on key assumptions used for impairment assessment. We compared the carrying values of the investments and loans to subsidiaries and step- down subsidiaries with their respective net assets values and earnings for the period. We evaluated the disclosures made in the standalone financial statements for compliance with the requirements of Ind AS 36 ‘Impairment of Assets’, Ind AS 109 ‘Financial Instruments’ and Ind AS 107 ‘Financial Instruments: Disclosures’.
2.	Evaluation of procedure for recognizing the revenue from sale of power The company has adopted the procedure for recognizing the revenue from sale of power as unbilled revenue at the initial stage on monthly basis and once the confirmation is received from the customer and the regulatory authority in respect of the actual units of electricity transmitted, the company raises invoice to the client and the same is adjusted against the unbilled revenue booked earlier.	Our audit procedures in relation to recognition and measurement of revenue from sale of power included the followings: ? We have obtained the Actual Invoice raised by the company after receipt of the confirmation from the regulatory authority and the customers, Certificate of share of electricity generated by Solar Power plants issued by the GETCO - State Load Dispatch Centre on monthly basis, Calculations of transmission Loss of solar energy on monthly basis issued by the Electricity company to the client. ? We have matched the documents and correlate the same with the unbilled revenue booked on monthly basis. The unbilled revenue appearing as on 31St March 2025 would be offset only after the receipt of the above documentary evidences from the respective authorities and the customers which would be settled in the subsequent F.Y. and to that extent there is the possibility that the revenue booked as unbilled revenue can be varied.

INFORMATION OTHER THAN THE
STANDALONE FINANCIAL STATEMENTS
AND AUDITOR''S REPORT THEREON (OTHER
INFORMATION)

The company’s management and Board of Directors are
responsible for the preparation of the other information.
The other information comprises the information
included in the company’s annual report, management
discussion and analysis, Board’s report including
Annexures to Board’s report but does not include the
accompanying standalone Ind AS Financial Statements
and our auditor’s report thereon.

Our opinion on the accompanying Standalone Ind
AS 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 accompanying
standalone Ind AS 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 Ind AS Financial Statements or
our knowledge obtained during the course of our
audit or otherwise appears to be materially misstated/
inconsistent.

If, based on the work we have performed, we conclude
that there is material misstatement of this other
information, we are required to report that fact. We have
nothing to report in this regard.

RESPONSIBILITIES OF MANAGEMENT,
BOARD OF DIRECTOR AND THOSE
CHARGED WITH GOVERNANCE FOR
THE STANDALONE IND AS FINANCIAL
STATEMENTS

The Company’s management and Board of Directors
are responsible for the matters stated in section 134(5)
of the Companies Act, 2013 ("the Act”) with respect to
the preparation of these standalone Ind AS financial
statements that give a true and fair view of the financial
position, financial performance including other
comprehensive income, cash flows and changes in equity
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 read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended. This
responsibility also includes the maintenance of adequate
accounting records in accordance with the provision of
the Act for safeguarding of the assets of the Company
and for preventing and detecting the frauds and other
irregularities; selection and application of appropriate
implementation and maintenance of 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
Ind AS 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 Ind AS financial statements,
management and Board of Directors are responsible
for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis
of accounting unless management either intends to
liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

The Board of Directors and those charged with
Governance are also responsible for overseeing the
company’s financial reporting process.

AUDITOR''S RESPONSIBILITY FOR THE
AUDIT OF THE STANDALONE FINANCIAL
STATEMENTS

Our objectives are to obtain reasonable assurance about
whether the standalone Ind AS 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 Ind AS 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 Ind AS 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 with reference to standalone Ind
AS 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 in the standalone
Ind AS financial statements made by management
and the Board of Directors.

• Conclude on the appropriateness of management
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 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 Ind AS 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 Ind AS financial
statements, including the disclosures, and whether
the standalone Ind AS financial statements
represent the underlying transactions and events in
a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in
the standalone Ind AS 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 standalone Ind AS financial statements.

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

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

From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the standalone
Ind AS financial statements of the current period and
are therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that
a matter should not be communicated in our report

because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest
benefits of such communication.

REPORT ON OTHER LEGAL AND
REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report)
Order, 2020 ("the Order”), issued by the Central
Government of India in terms of sub-section (11) of
Section 143 of the Companies Act, 2013 we give
in the “Annexure-A”, a statement on the matters
specified in the paragraph 3 and 4 of the Order, to
the extent applicable.

2. (A) 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 relating to preparation
of the aforesaid financial statements
have been kept by the Company so far as
appears from our examination of those
books except for the matters stated in
clause 6(I) below on reporting under
Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014;

c. The Balance Sheet, the Statement of Profit
and Loss including the statement of other
comprehensive income, the Cash Flow
Statement and the statement of changes
in equity dealt with by this Report are in
agreement with the relevant books of
account;

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

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

f. The modification relating to the
maintenance of accounts and other
matters connected therewith are as
stated in the paragraph (b) above on
reporting under section 143(3)(b) and
in clause 6 below on reporting under
Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014;

g. With respect to the adequacy of the
internal financial controls over financial
reporting of these standalone Ind AS
financial statements of the Company
and the operating effectiveness of such
controls, refer to our separate report in
"Annexure B". Our report expresses an
unmodified opinion on the adequacy and
operating effectiveness of the Company’s
internal financial controls over financial
reporting.

(B) 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:

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 current year is in
accordance with the provisions of section 197
of the Act.

The remuneration paid to any director is not
in excess of the limits laid down under section
197 of the Act. The Ministry of Corporate Affairs
has not prescribed other details under section
197(16) which are required to be commented
upon by us.

(C) 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:

1. The Company has disclosed the impact of
pending litigations as at 31^st March, 2025
on its financial position in its standalone
Ind AS financial statements - Refer Note
50 to the financial statements.

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

3. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by
the Company.

4. i) The management has represented

that, to the best of its knowledge and
belief, other than as disclosed in the
note 7 and 14 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;

ii) 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

iii) 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 (i) and (ii) contain any
material misstatement.

5. As stated in Note 18 to the standalone

financial statements:

i) The interim dividend declared and
paid by the Company during the
year and until the date of this report
is in compliance with Section 123 of
the Act.

ii) The company has proposed final
dividend of '' 0.20 per share for
financial year under reporting. This
proposed dividend is subject to
the approval of shareholders in the
ensuing annual general meeting.

6. Based on our examination which included
test checks, except for the instances
mentioned below, the Company has used
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
period for all relevant transactions recorded
in the respective software. Further, for the
periods where audit trail (edit log) facility
was enabled and operated throughout the
year for the respective accounting software,
we did not come across any instance of the
audit trail feature being tampered with.

I. The feature of recording audit trail
(edit log) facility was not enabled at
the database level to log any direct
data changes and at application layer
for the accounting software used for
maintaining the books of account
relating to Fixed Assets Register

throughout the year. The integration
of Fixed Assets Register with the
company’s accounting software is
under development and hence the
audit trail (edit log) is not enabled to
that extent.

II. Proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 is applicable
from April 1, 2024, and the company
has the system of preservation of audit
trail as per the statutory requirements
for record retention for the prior
period. The audit trail of relevant prior
years has been preserved for record
retention to the extent it was enabled
and recorded in those respective
years by the Company as per the
statutory requirements for record
retention, as described in note 52 to
the standalone financial statements
ended March 31^st, 2025..

for K A SANGHAVI AND CO LLP

Chartered Accountants
FRN: 0120846W/W100289

AMISH ASHVINBHAI SANGHAVI

PARTNER

Place: Surat M. NO. 101413

Date: May 14, 2025 ICAI UDIN: 25101413BMIYID4204

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Mar 31, 2024

We have audited the accompanying Standalone Ind AS Financial Statements of KPI GREEN ENERGY LIMITED ("the Company”), which comprise the Balance Sheet as at March 31, 2024, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows for the year then ended, and the notes to the standalone Ind AS financial statements, including a summary of the significant 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 Ind AS 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 state of affairs of the Company as at March 31, 2024 and its profit including other comprehensive

income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements 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 Auditor''s Responsibilities for the Audit of the standalone Ind AS 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 Ind AS 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 ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS 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 standalone Ind AS financial statements of the current period. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the ''Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements'' Section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.

Sr. No.	Key Audit Matter	How the matter was addressed in our audit
1.	Evaluation of uncertain Tax positions The Company has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome of the said dispute. Refer Note No. 48 to the standalone financial statements.	Obtained details of completed Income tax assessment and demand as on March 31, 2024 from management. We involved our internal experts to challenge the management''s underlying assumptions in estimating the tax provision and the possible outcome of the dispute. Our internal experts also considered legal precedence and other rulings in evaluating management''s position on this uncertain tax position. Additionally, we considered the effect of new information in respect of uncertain tax position as at 01.04.2023 to evaluate whether any change was required to management''s position on these uncertainties.
2.	Evaluation of procedure for recognizing the revenue from sale of power The Company has adopted the procedure for recognizing the revenue from sale of power as unbilled revenue at the initial stage on monthly basis and once the confirmation is received from the customer and the regulatory authority in respect of the actual units of electricity transmitted, the Company raises invoice to the client and the same is adjusted against the unbilled revenue booked earlier.	We have obtained the Actual Invoice raised by the Company after receipt of the confirmation from the regulatory authority and the customers, Certificate of share of electricity generated by Solar Power plants issued by the GETCO - State Load Dispatch Centre on monthly basis, Calculations of transmission Loss of solar energy on monthly basis issued by the Electricity Company to the client. We have matched the documents and correlate the same with the unbilled revenue booked on monthly basis. The unbilled revenue appearing as on March 31, 2024 would be offset only after the receipt of the above documentary evidences from the respective authorities and the customers which would be settled in the subsequent F.Y. and to that extent there is the possibility that the revenue booked as unbilled revenue can be varied.

Other Information

The Company''s management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Company''s annual report, management discussion and analysis, Board''s report including Annexures to Board''s report but does not include the standalone Ind AS Financial Statements and our auditor''s report thereon.

Our opinion on the Standalone Ind AS 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 Ind AS 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 Ind AS Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated/inconsistent.

If, based on the work we have performed, we conclude that there is material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management''s and Board of Director''s Responsibility for the Standalone Ind AS Financial Statements

The Company''s management and Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity 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 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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 Ind AS 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 Ind AS financial statements, management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 Ind AS 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 Ind AS 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 with reference to standalone Ind AS 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 in the standalone Ind AS financial statements made by management and the Board of Directors.

» Conclude on the appropriateness of management 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 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 Ind AS 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 Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone Ind AS 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 standalone Ind AS financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit

and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013 we give in the "Annexure-A", a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. (A) 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 appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss including the statement of other comprehensive income, the Cash Flow Statement and the statement of changes in equity dealt with by this Report are in agreement with the relevant books of account;

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

e. On the basis of written representations received from the directors as on March 31, 2024, taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2024, from being appointed as a director in terms of Section 164(2) of the Act; and

f. With respect to the adequacy of the internal financial controls over financial reporting of these standalone Ind AS financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in ’Annexure B”. Our report expresses an unmodified opinion on the

adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

(B) 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:

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 current year is in accordance with the provisions of Section 197 of the Act.

The remuneration paid to any director is not in excess of the limits laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

(C) 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, in our opinion and to the best of our information and according to the explanations given to us:

1. The Company has disclosed the impact of pending litigations as at March 31, 2024 on its financial position in its standalone Ind AS financial statements - Refer Note 49 to the financial statements.

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

3. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

4. i) The management has represented that, to

the best of its knowledge and belief, other than as disclosed in the note 8 and 15 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;

ii) 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

ii) The Company has not proposed any final dividend during the year.

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

iii) 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 (i) and (ii) contain any material misstatement.

5. As stated in Note 17 to the standalone financial statements:

i) The interim dividend declared and paid by the Company during the year and until the date of this report is in compliance with Section 123 of the Act;

6. Based on our examination, which included test checks, the Company has used accounting softwares for maintaining its books of account for the financial year ended March 31, 2024 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.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

for K A SANGHAVI AND CO LLP

Chartered Accountants FRN: 0120846W/W100289

AMISH ASHVINBHAI SANGHAVI

PARTNER

Place: Surat M. No.: 101413

Date: April 25, 2024 ICAI UDIN: 24101413BKAACY5799

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Mar 31, 2023

KPI GREEN ENERGY LIMITED

(formerly known as “K.P.I. GLOBAL INFRASTRUCTURE LIMITED”)

Report on the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying Standalone Ind AS Financial Statements of KPI GREEN ENERGY LIMITED (formerly known as “K.P.I. GLOBAL INFRASTRUCTURE LIMITED") (“the company"), which comprise the Balance Sheet as at March 31, 2023, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows for the year then ended, and the notes to the standalone Ind AS financial statements, including a summary of the significant 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 Ind AS 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 state of affairs of the Company as at March 31, 2023 and its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements 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 Auditor''s Responsibilities for the Audit of the standalone Ind AS 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 Ind AS 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 ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS 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 standalone Ind AS financial statements of the current period. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the ''Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements'' section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.

Sr. No.	Key Audit Matter	How the matter was addressed in our audit
1.	Evaluation of uncertain Tax positions The company has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome of the said dispute. Refer Note No. 48 to the standalone financial statements	Obtained details of completed Income tax assessment and demand as on March 31, 2023 from management. We involved our internal experts to challenge the management''s underlying assumptions in estimating the tax provision and the possible outcome of the dispute. Our internal experts also considered legal precedence and other rulings in evaluating management''s position on this uncertain tax position. Additionally, we considered the effect of new information in respect of uncertain tax position as at 01.04.2022 to evaluate whether any change was required to management''s position on these uncertainties.

Sr. No.	Key Audit Matter	How the matter was addressed in our audit
2.	Evaluation of procedure for recognizing the revenue from sale of power The company has adopted the procedure for recognizing the revenue from sale of power as unbilled revenue at the initial stage on monthly basis and once the confirmation is received from the customer and the regulatory authority in respect of the actual units of electricity transmitted, the company raises invoice to the client and the same is adjusted against the unbilled revenue booked earlier.	We have obtained the Actual Invoice raised by the company after receipt of the confirmation from the regulatory authority and the customers, Certificate of share of electricity generated by Solar Power plants issued by the GETCO - State Load Dispatch Centre on monthly basis, Calculations of transmission Loss of solar energy on monthly basis issued by the Electricity company to the client. We have matched the documents and correlate the same with the unbilled revenue booked on monthly basis. The unbilled revenue appearing as on 31St March 2023 would be offset only after the receipt of the above documentary evidences from the respective authorities and the customers which would be settled in the subsequent F.Y. and to that extent there is the possibility that the revenue booked as unbilled revenue can be varied.

Other Information

The company''s management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the company''s annual report, management discussion and analysis, Board''s report including Annexures to Board''s report but does not include the standalone Ind AS Financial Statements and our auditor''s report thereon.

Our opinion on the Standalone Ind AS 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 Ind AS 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 Ind AS Financial Statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated / inconsistent.

If, based on the work we have performed, we conclude that there is material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management''s and Board of Director''s Responsibility for the Standalone Ind AS Financial Statements

The Company''s management and Board of Directors are responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act") with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity 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 read with the Companies (Indian Accounting Standards) Rules, 2015 , as amended. This responsibility also includes the maintenance of adequate

accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate implementation and maintenance of 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 Ind AS 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 Ind AS financial statements, management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the company''s financial reporting process.

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

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 Ind AS 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 Ind AS 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 with reference to standalone Ind AS 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 in the standalone Ind AS financial statements made by management and the Board of Directors.

• Conclude on the appropriateness of management 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 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 Ind AS 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 Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone Ind AS 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 standalone Ind AS financial statements.

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013 we give in the “Annexure-A", a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. (A) 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 bylawhave been keptby the Company so far as appears from our examination of those books ;

c. The Balance Sheet, the Statement of Profit and Loss including the statement of other comprehensive income, the Cash Flow Statement and the statement of changes in equity dealt with by this Report are in agreement with the relevant books of account;

d. In our opinion, the aforesaid Standalone Ind AS Financial Statements comply with the IND AS specified under Section 133 of

the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;

e. On the basis of written representations received from the directors as on 31^st March, 2022, taken on record by the Board of Directors, none of the directors are disqualified as on 31^st March, 2022, from being appointed as a director in terms of Section 164(2) of the Act; and

f. With respect to the adequacy of the internal financial controls over financial reporting of these standalone Ind AS financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

(B) 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 :

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 current year is in accordance with the provisions of section 197 of the Act.

The remuneration paid to any director is not in excess of the limits laid down under section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197(16) which are required to be commented upon by us.

(C) 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, in our opinion and to the best of our information and according to the explanations given to us:

1. The Company has disclosed the impact of pending litigations as at 31ST March, 2023 on its financial position in its standalone Ind AS financial statements - Refer Note 49 to the financial statements.

2. The Company did not have any longterm contracts including derivatives contracts for which there were any material foreseeable losses.

3. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

4. i) The management has represented

that, to the best of its knowledge and belief, other than as disclosed in the note 8 and 15 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;

ii) 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

iii) 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 (i) and (ii) contain any material misstatement.

5. As stated in Note 17 to the standalone financial statements

i) The interim dividend declared and paid by the Company during the year and until the date of this report is in compliance with Section 123 of the Act

ii) The company has not proposed any final dividend during the year.

6. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to

the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

for K A SANGHAVI AND CO LLP Chartered Accountants FRN : 0120846W/W100289

AMISH ASHVINBHAI SANGHAVI PARTNER

Place : Surat M. NO. 101413

Date : May 26, 2023 ICAI UDIN : 23101413BGQWTW8245

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Mar 31, 2018

Report on the Financial Statements

We have audited the accompanying Financial Statements of K.P.I.GLOBAL INFRASTRUCTURE LIMITED (“the company”), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters 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

Auditor’s Responsibility

Our responsibility is to express an opinion on these Financial Statements based on our audit.

We have taken into account the provision of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Financial Statements. The Procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the Financial Statements whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Financial Statements that give true and fair view in order to design audit procedures that are appropriated in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the Financial Statements.

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

Opinion

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2018;

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order,’2016 (“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 the paragraph 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 appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of 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

e) On the basis of written representations received from the directors as on 31 March 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2018 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”; and

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

i. The Company has pending litigations under the Income Tax Act, 1961 and the details of the same are given in Annexure A to this report read with Note 40 to the financial statements which may impact its financial position to the extent of the demand raised by the IT Department.

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

iii. There has been no delay in transferring amounts, required to be transferred to Investor Education and Protection fund by the Company.

Re: K.P.I. GLOBAL INFRASTRUCTURE LIMITED

I.

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. All fixed assets have not been physically verified by the management during the year but 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. No material discrepancies were noticed on such verification.

c. According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the Company.

II.

a. The management has conducted physical verification of inventory except goods-in-transit at reasonable intervals during the year.

b. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory and 110 material discrepancies were noticed 011 physical verification.

III. According to the information and explanations given to us, the Company has not granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, provisions of clauses 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon

IV. In our opinion and according to the information and explanations given to us, the company does not have any transactions to which the provisions of Section 185 apply. The company has complied with the provisions of Section 186 of the Act, with respect to the loans, investments, guarantees and security.

V. The Company has not accepted deposits from public. Hence, the provisions of Sections 73 to 76 or any other relevant provisions of The Companies Act and rules framed there under are not applicable. Therefore, the provisions of clause (v) of the order is not commented upon.

VI. The provisions of the Companies (Cost Records and Audit) Rules, 2014 as amended by the Companies (Cost Records and Audit) Amendment Rules, 2016 read with provisions of Sec. 148(1) of The Companies Act, 2013 for the maintenance of cost records are not applicable to the company hence the company is not required to maintain cost records and hence not required to get the cost audit done as per provisions of the Companies (Cost Records and Audit) Rules, 2014.

VII.

a. The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, goods and service tax, GST, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it, except for undisputed SGST and CGST under reverse charge mechanism and TDs under the IT Act 1961 which were outstanding for more than 6 months and the details of the same are as follows :

Nature of Statutory liability	Outstanding as on 31.03.2018 since	Amount
SGST and CGST under reverse charge	July 2017	388
SGST and CGST under reverse charge	August 2017	2948
SGST and CGST under reverse charge	Sept 2017	46
I DS under the IT Act, 1961	Sept 2017	360000

b. According to the information and explanations given to us, the following dues of Income Tax Act, 1961 have not been deposited by the company on account of disputes :

Nature of statute	Nature of Dues	Amount unpaid	Period to which the amount relates (Assessment Year)	Forum where Dispute is pending
Income Tax Act, 1961	Income Scrutiny Tax Assessment U/S. 143(3)	87,74,553/-	2015-2016	Commissioner Of Income Tax-(Appeals)-I, Surat
Income Tax Act, 1961	Income Scrutiny Tax Assessment U/S. 143(3)	25,31,800 (2979800-448000 paid )	2014-2015	Commissioner Of Income Tax-(Appeals)-l, Surat

VIII. Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks and Financial Institution. The Company had no Debentures issued or outstanding during the year.

IX. The company has raised money by way of Mortgage Loan and Unsecured Loans during the year. In our opinion and according to the information and explanations given to us the money raised by the Company have been applied for the purposes for which they were raised.

X. According to the information and explanations given to us, no fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.

XI. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

XII. In our opinion and according to the information and explanations given to us, the company is not a Nidhi company. Accordingly, the provisions of clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

XIII. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the notes to the financial statements as required by the applicable accounting standards.

XIV. According to the information and explanations given to us and based on our examinations of the records of the Company, the Company has made preferential allotment / private placement of 972222 equity shares of Rs. 10/- each fully paid at a premium of Rs. 130/- per share by way of Foreign Direct Investment (FDI) and requirements of Sec. 42 of the Companies Act, 2013 have been complied with and the amounts raised have been used for the purpose for which the funds were raised. Detailed explanation has been given in note 3 appended with Financial statements.

XV. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly the provisions of clause 3(xv) of the Order are not applicable and hence not commented upon.

XVI. According to the information and explanations given to us, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and hence not commented upon.

ANNEXURE - B TO THE AUDITORS’ REPORT

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 K.P.I. GLOBAL INFRASTRUCTURE LIMITED (“The Company’1) as of 31 March 2018 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s 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 company’s 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 Company’s 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, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. 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 auditor’s 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 Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s 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 company’s 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 company’s 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, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2018, 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. However, we are of the opinion that the company can make the Internal Controls on Financial Reporting more adequate and more effective considering the inherent risk and nature and size of the business activities carried out by the company.

For KA SANGHAVI AND CO LLP

Chartered Accountants

FRN : 120846W/W100289

Place : SURAT AMISH ASHVINBHAI SANGHAVI

Date: 10/08/2018 PARTNER

M. NO. 101413

1001, 1002, 1003, RAJHANS BONISTA,

RAM CHOWK, GHOD DOD ROAD, SURAT-395007

GUJARAT