Vishnusurya Projects and Infra Ltd Auditor Reports

To the Members of Vishnusurya Projects and Infra Limited

(formerly known as Vishnusurya Projects and Infra Private Limited)

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

OPINION

We have audited the accompanying standalone financial statements of ‘Vishnusurya Projects and Infra Limited ("the Company") which comprise the Balance Sheet as at March 31,2024, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and information. and 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 state of affairs of the Company as at March 31, 2024, its profits, and its cash flows for the

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 "Auditors 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 explanatory the Code of Ethics. We believe that the audit evidence we haveobtainedis to provide a basis for our opinion on the standalone financial . statements

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, 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.

The Key Audit Matter	How the matter was addressed in our audit
1. Revenue recognition, measurement, presentation and disclosures w.r.t unbilled revenue for Revenue from EPC & Allied activities Contracts with Customers	Our audit procedures included, but were not limited to, the following:
The Company, in its contract with customers, promises to transfer distinct services, which may be rendered in the form of engineering, procurement, and construction ("EPC") services.	(A) Evaluating the appropriateness of companys accounting policy for revenue recognition
The recognition of revenue is based on contractual terms, which could be based on agreed unit price or lump-sum revenue arrangements.	(B) Obtained an understanding of the systems, processes and controls implemented by the Company for recording and computing revenue and the associated contract assets.
At each reporting date, revenue is accrued for costs incurred against work performed that may not have been invoiced. Identifying whether the Companys performance has resulted in a service that would be billable and collectable, where the works carried out have not been acknowledged by customers as of the reporting date, involves a significant amount of judgement. Such unbilled revenue accounted as of March 2024 amounts to Rs 1065.45 lakhs	(D) For sample contracts we performed (1) evaluation of evidence supporting the execution of work.
Also, Assessing the recoverability of contract assets / amounts due against invoices raised which have remained unsettled for a significantly long period after the end of the contractual credit period also involves a significant of judgment.	(2) evaluation of recoverability of the overdue amounts.
	(3) assessment of adjusting events after the reporting date i.e. March 31, 2024 and the date when the financial statements are approved by the Companys Board of Directors
	(4) For cost incurred to date, tested samples to appropriate supporting documents and performed cut off procedures
	(5) performed analytical procedures
	(6) Compared costs incurred with Companys estimates of variations costs incurred to date to identify significant and evaluated whether those variations have been considered appropriately in estimating the remaining costs to complete the contract.
	(8) Confirmation for work completion details w.r.t to unbilled revenue from the customer/ sub-contractor and site engineers.
	(9) For unbilled revenue accounted as at date - Acceptance of bill raised on subsequent date by the customer
	(10) Assessing the disclosure made by the management are in accordance with applicable accounting standards

 

2. Existence of Inventory at construction site and Mining Site Inventory of the company comprises	Our audit procedures included, but were not limited to, the following:
1. Gravel & Aggregates - Mining segment	1. We have attended inventory counts at mining sites conducted as at 31-03-2024, observed managements inventory count procedures to assess the effectiveness,
2. Construction materials at site - EPC service segment	selected a sample of inventory products and compared the quantities weighed to the quantities recorded and ensured inventory adjustments, if any, are recorded in the books of accounts.
3. Drone & Accessories - Trading segment Mining Segment - Quarry products like boulders, crushed rock, gravel, and sand are bulky and unevenly distributed in large stockpiles.	2. Comparative analysis of inventory as at the end of the year with the inventory at the beginning of the year
Extraction happens continuously, and new deposits are uncovered. This constant change means the inventory on hand is never static, making it challenging to get an accurate snapshot at any given time.	3. Evaluate internal controls: A crucial step involves scrutinizing the companys internal controls related to inventory. This includes controls over:
This makes it challenging to physically count and verify their existence. Due to the physical limitations, determining inventory quantities often relies on manual processes like stockpile surveys, relying on book records and estimations.	(a) Physical access: Security measures to prevent unauthorized extraction or manipulation of stockpiles.
These methods, while necessary, can be prone to errors and inconsistencies.	(b) Inventory measurement: Procedures for conducting stockpile surveys or core sampling to ensure accuracy and consistency.
	(c) Recordkeeping: Controls over how inventory data is documented, tracked, and reconciled with production records.
	(d) Register maintained to track extraction, production and sales data and monthly submission to the management
	4. Reviewed cut off procedures
	5. Assessing the disclosure made by the management are in accordance with applicable accounting standards

 

3 Recoverability of disputed trade receivables	Our audit procedures included, but were not limited to, the following:
Current trade receivables of the company as at 31 March 2024 includes Rs.120 lakhs, representing disputed receivable in the construction segment	1. Verifying contractual agreements to support managements position on the tenability & recoverability of these receivables.
The company has received favourable Ex-arte Order on 30-01-2024 Rs.256 lakhs (including interest thereon) which have subsequently been challenged by the Debtor before Arbitration Tribunal. The tribunal considering the facts submitted by the Debtor has recalled his ex-parte order and instructed the respondents of the case to submit their statement of defence and reply to that statement and scheduled the hearing on 19-06-2024.	2. Examined managements assessment of recoverability of receivables.
Management, based on contractual tenability of the claims/ receivables, progress of the discussions and relying on the legal opinion obtained from independent legal counsel, has determined that no provision is required to be recognised for the aforementioned receivables.	3. Obtaining an understanding of the current period developments for respective claims/ arbitration awards pending at various stages of negotiations/ discussions/ arbitration/ litigation and corroborating the updates with relevant underlying documents
However, considering the materiality of the amounts involved, uncertainty associated with the outcome of the negotiations/ discussions/ arbitration/ litigation in its and significant assessment of recoverability, this was considered to be a key audit matter in the audit of the standalone financial statements.	4. Examined external legal opinions in respect of the merits of the case and assessed managements position through discussions with the managements in-house legal team to determine the basis of their conclusion.
	5. Assessing the disclosure made by the management are in accordance with applicable accounting standards

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITORS REPORT THEREON

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Companys Board Report including annexures to the Boards Report but does not include the standalone financial statements and our auditors report thereon. Management discussion and Analysis and Boards Report

The Board report along with its annexures is expected to be made available to us after the date of this Auditors report.

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 identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

When we read the Management discussion and Analysis and Boards report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and will take appropriate actions necessitated by the circumstances and the applicable laws and regulations.

RESPONSIBILITY OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL STATEMENTS

The Companys Board of Directors is responsible for the matters stated in Section134(5) of the Act. with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 view and are free from material misstatement, whether due to fraud or error.

In preparing these standalone financial statements, the

Management is responsible for assessing the Companys ability to continue as a going concern, disclosing,doubt on as applicable, matters related to going concern and using the going concern basis of accounting unless the Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the companys financial reporting process.

AUDITORS RESPONSIBILTIES 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 auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis ofthesestandalone audit findings, financial statements.deficiencies in internal control that As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence appropriate to provide a basis thatis 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 an adequate internal financial controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or the conditions that may cast significant Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the 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 auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial including the disclosures, and whether the standalone financial statements 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 weany significant 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 auditors 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 (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

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

b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in paragraph 2 (i) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

c) The Balance Sheet, the Statement of Profit and Loss and the Statement of cashflows 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 Accounting Standards specified under section 133 of the Act, read with the Companies (Accounting standards) Rules 2021.

e) On the basis of the written representations received from the Directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors 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 maintenance of accounts and other matters connected therewith, reference is made to our remarks in paragraph 2 (b) above on reporting under Section 143(3)(b) and paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

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

h) With respect to the other matters to be included OVERVIEW in the Auditors Report in accordance with the requirements of section 197(16) of the Act.

In our opinion and according to the information and 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 STATUTORY REPORTS to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

i) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, FINANCIAL SECTION 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 the pending litigations on its financial position in financial statements Refer note 31 to the standalone financial statement.

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

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

iv. The Management has represented that, to the best of its knowledge and belief.

a) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether

• Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or • Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether,

• Directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or

• Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

c) Based on the audit procedures carried out by us, that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement

v. The Interim dividend declared and paid during the year by the Company is in compliance with Section 123 of the Act.

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. Further, during the course of our audit we did not come across any instance of 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

"ANNEXURE A"TO THE AUDITORS REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal & Regulatory Requirement of our report of even date on the financial statements of the Company for the year

1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant & Equipment.

The Company does not hold any intangible assets, between the physical hence reporting under this clause is not applicable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has of its a regular programme of physical verification Property, Plant and Equipment. In our opinion, the reasonable periodicity of physical verification having regard to the size of the Company and the nature of its assets. No material discrepancies werenoticedonsuchverification

(c) Based on our verification of the registered sale deed provided to us, we report that, the title deeds of all immovable properties of the Company (included under Property, Plant and Equipment) are held in the name of the company as at the balance sheet date. In respect of title deeds hypothecated with a Bank, which were not verified by us, we relied on in respect the of the said title deeds.

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and equipment during the year. Accordingly, reporting under Clause 3(i)(d) of the Order is not applicable to the Company.

(e) According to the information and explanations given to us, there are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami

Property Transactions Act, 1988 and rules made thereunder.

2) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable, and procedures and coverage as followed by management were appropriate in relation to the size of the company and the nature of its business. The discrepancies noticed on such verification stocks and the book records were not more than 10% in the aggregate of each class of inventory and have been properly dealt with in the books of accounts.

(b) The company has been sanctioned working capital limitsinexcessoffive crore rupees, in aggregate, from banks on the basis of security of current assets. The quarterly returns or statements filed for the period under audit, with such banks are in agreement with the books of account of the Company. [Refer note 38(b) to the standalone financial statements]

3) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, during the year, the Company has not made any investments, provided guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured to companies, firms, limited liability partnerships or any other parties, except as stated below.

Particulars	Unsecured Loans (Amt in lakhs)
Aggregate amount granted/ provided during the year
Subsidiaries / Associates	NIL
Others	42.91
Balance outstanding (gross) as at balance sheet date in respect of the above cases
Subsidiaries / Associates	NIL
Others	131.48

(b) In respect of the aforesaid unsecured loans, the terms and conditions under which such the loans were granted are not prejudicial to the

Companys interest, based on the information and explanations provided by the Company

(c) In respect of loans outstanding as on the balance sheet date, the loan agreements stipulate a 9% interest rate charged quarterly and the total outstanding amount is due for repayment only upon demand. Therefore, in the absence of stipulation of repayment/payment terms, we are unable to comment on the regularity of repayment of principal and payment of interest.

(d) As stated above, since the agreement does not specify a schedule of repayment, the question of amounts overdue does not arise.

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

(f) The Company has not granted any advances in the nature of loans, secured or unsecured either repayable on demand or without specifying any terms or period of repayment to Promoters, related parties as defined in clause (76) of section

2 of the Act. Hence, reporting under clause (iii)(f) is not applicable.

4) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, in respect of loans, investments, guarantees, and security provided by it, as applicable.

5) According to the information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits during the year. Accordingly, Clause 3(v) of the order is not applicable.

6) Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

7) (a) According to the records of the company, undisputed statutory dues including Provident

Fund, Employees State Insurance, Income-tax, Custom Duty, Goods and Service tax, cess and any other statutory dues have been regularly deposited with the appropriate authorities, though there has been a slight delay in few cases, which has been subsequently remitted with interest. The following are the statutory dues payable for the year, unpaid as on date.

Nature of Statute	Amount (Rs in lakhs)
1 ESI	0.97
2 PF	7.90
3 TDS	8.51
4 Advance Income tax	606.81
5 Professional Tax	2.00

According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2024 for a period of more than six months from the date they became payable, except the following:

Nature of dues	Amount in lakhs	Period to which the amount relates	Due date	Date of Payment
Tax deducted at source	0.10	April 2023 to September, 2023	Various dates till September 30, 2023	Not yet paid
Advance tax	388.97	April 2023 to September, 2023	15 June 2023 & 15 Sep 2023	Not yet paid

(b) According to the information and explanation given to us, there are no dues of income tax, duty of customs, Goods and Service Tax outstanding on account of any dispute except the following.

Assess- ment year	Nature of dues	Amount excluding interest ( in lakhs)	Forum where the dispute is pending
AY 19-20	Income Tax Demand under sec 153C & 143(3)	35.86	# Concerned Jurisdictional
AY 18-19		166.59	Assessing Officer
AY 12-13		791.99
AY 11-12		455.92
AY 12-13	Income tax Demand dues under sec 271(1) (c)	369.84
AY 11-12		204.69
AY 22-23	Income Tax Demand Under section 154	121.21	Deputy Director of Income Tax, CPC, Bengaluru
Total		2146.10

# In connection with the aforementioned disputes, the Honourable High court of Madras has issued a favourable judgment on 28-06-2023 stating that the legal issue is decided in favour of the company. Additionally, the court directed the concerned

Jurisdictional Assessing Officer to issue fresh assessment orders for each assessment year. The company has not received these revised assessment orders till date.

8) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income-tax Act, 1961 as income during the year.

9) (a) According to the records of the Company examined by us and the information and explanations given to us, the company neither defaulted in repayment of loans or other borrowings nor in the payment of interest thereon to any lender during the year.

(b) According to the information and explanations given to us and on the basis of our examination of the available information, the companyin Form ADT-4 has not been declared a wilful defaulter by any bank or financial institution or government or any government authority.

(c) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the standalone financial statements of the company, for the current financial year, term loans raised by the company from bank or financial institution, were applied for the purpose for which the loans were obtained

(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the standalone financial statements of the company, we report that no funds raised on short-term basis have been used for long-term purposes by the company.

(e) The Company does not have any subsidiaries/ associates/ joint-ventures and accordingly, paragraphs 3 (ix) (e) and 3 (ix) (f) of the Order are not applicable

10) (a) According to the information and explanation given to us and on the basis of our examination of the records of the company, we report that, during the year the Company, the company has utilised the money raised by way of Initial public offer (IPO) for the purpose for which they were raised, with the following exception: As at March 31, 2024, an amount of Rs 7.75 lakhs of the IPO proceeds received during the year remains unutilised. The balance has been retained in separate bank account.

(b) The Company has not made any preferential allotment or private placement of shares or fully or partially or optionally convertible debentures during the year. Accordingly, the reporting under Clause 3(x) (b) of the Order is not applicable to the Company.

11) (a) Based on examination of the books and records of the Company and according to the information and explanations given to us, considering the principles of materiality outlined in Standards on

Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the course of the audit.

(b) No report under sub-section (12) of section 143 of as prescribed theAct has been filed under rule 13 of Companies (Audit and Auditors)

Rules, 2014 with the Central Government, during the year and up to the date of this report.

Accordingly, the reporting under Clause 3(xi)(b) of the Order is not applicable to the Company.

(c) To the best of our knowledge and according to the information and explanation given to us, no whistle blower complaints have been received by the company during the year and up to the date of this report

12) The company is not a Nidhi Company as defined under Section 406 of the Act. Accordingly, clauses 3

(xii) of the order is not applicable.

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

14) (a) In our opinion and according to the information and explanation given to us, the Company has an internal audit system commensurate with the size and nature of its business. (b) We have considered the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures. 15) According to the information and explanations given to us, in our opinion, during the year the company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence provisions of section 192 of the Act, are not applicable to the company.

16) (a) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause

3(xvi)(a), (b) and (c) of the Order is not applicable. (b) According to the information and explanations given to us, and in our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank)

Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable 17) The company has not incurred cash losses in the current and in the immediately preceding financial year.

18) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) is not applicable.

19) According to the information and explanations given to us, and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due.

20) The Company has fully spent the required amount towards Corporate Social Responsibility (CSR) and there is no unspent CSR amount for the year requiring a transfer to a Fund specified in Schedule VII to the Act or special account in compliance with the provision of subsection (6) of Section 135 of the said Act. Accordingly, reporting under Clause 3(xx) of the Order is not applicable for the year.

"Annexure B" to the Independent Auditors Report

Report on the Internal Financial Controls with reference to financial statements under clause (i) of sub – section 3 of section 143 of the Companies Act, 2013 ("the Act")

Referred to in paragraph 2 (g) under ‘Report on other legal and regulatory requirements section of our report.

We have audited the Internal Financial Controls with reference to standalone financial statements of ‘Vishnusurya Projects and Infra Limited as at

March 31, 2024, in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements responsibility for Internal Financial Controls

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

Auditors Responsibility

Our responsibility is to express an opinion on the internal financial controls with reference to standalone financial statements of the Company based on our audit. We conducted our audit in accordance with the Guidance Note issued by the ICAI and the standards on auditing prescribed under Section 143 (10) of the Act, to the extent applicable the to an audit of internal financial controls. Those standards and the guidance note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements were established and maintained and if such controls operated effectively in all material respects.

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

We believe that the audit evidence we have obtained is a basis for our audit opinion on the Companys Internal Financial Control system with reference to standalone financial statements.

Meaning of Internal Financial Controls with reference to standalone financial statements

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

Inherent limitations of internal financial controls with reference to standalone financial statements

Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management of 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 are subject to the risk that the internal financial control reference to standalone financial statements 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 and according to the information and explanations given to us, the Company has, in all material respects, an adequate internal financial control system with reference to standalone financial statements and such internal financial controls over financial reporting were operating effectively as at March 31, 2024, 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 issued by the ICAI.

Place: Chennai	For S R B R & Associates LLP
Date: May 23, 2024	Chartered Accountants
	FRN: 004997S/S200051
	R. Sundararajan
	Partner
	Membership No.: 029814
	UDIN: 24029814BKGSYL1322