We have audited the accompanying financial statements of SHRI KESHAV
CEMENTS & INFRA LIMITED (“the Company”), which comprise the Balance Sheet
as at March 31, 2025, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity and the Statement of
Cash Flows for the year then ended & notes to the financial statements, including a
summary of the material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations
given to us, except for the effects of the matter described in the Basis for Qualified
Opinion section of our report, the aforesaid financial statements give the
information required by the Companies Act, 2013 (“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 loss and other comprehensive loss, changes in equity and its cash flows for the
year ended on that date.

Basis for Qualified Opinion

1. Based on the information provided and records produced before us, the
Company has made an advance payment of GST amounting to Rs. 641.52
Lakhs plus interest and penalties amounting to Rs. 218.11 Lakhs in the
financial year 2020-21 & 2021-22, based on a search conducted by GST
Intelligence at company premises. The GST liability was pertaining to financial
year 2018-19 and 2019-20. However, as per the information and explanation
provided to us as at the reporting date, the investigation by DGGI is not
complete. Such amounts are included as part of other current assets in the
financial statements. Since the investigation is not completed and orders are
not issued, therefore we are unable to comment on the impact of the financial
statements.

We conducted our audit in accordance with Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013. Our responsibilities under
those SAs are further described in the Auditor’s Responsibilities for the Audit of the
Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements that are relevant to our
audit of the financial statements under the provisions of the Companies Act, 2013
and 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 qualified opinion
on the financial statements.

Key Audit Matters

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

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 Annual Report but does not include the financial
statements and our auditor’s report thereon. The Company’s Annual Report is
expected to be made available to us after the date of this auditor’s report.

Our opinion on the financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon.

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

When we read the annual report, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to those charged
with governance and take necessary actions, as applicable under the applicable
laws and regulations.

Managements & Board of Director’s Responsibility for the Financial Statements

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

In preparing the financial statements, Management 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 the Board of Directors either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to
do so.

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

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue an 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 financial statements.

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

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

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

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

• Conclude on the appropriateness of management’s use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a
material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the 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 financial
statements, including the disclosures, and whether the financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.

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

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

From the matters communicated with those charged with governance, we
determine those matters that were of most significance in the audit of the 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 in terms of Section 143(11) of the Act, we
give in “Annexure A” a statement on the matters specified in paragraphs 3 and
4 of the Order to the extent applicable.

2. A. As required by Section 143(3) of the Act, based on our audit 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, except for the matters described in the Basis for Qualified
Opinion paragraph.

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 that the backup of the books of account and other relevant
books and papers in electronic mode has not been kept on servers
physically located in India on a daily basis and for the matters stated in
the paragraph 2B(f) 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 Other
Comprehensive Income, Statement of Changes in Equity and the
Statement of Cash Flow dealt with by this Report are in agreement with
the relevant books of account.

d. In our opinion, the aforesaid financial statements comply with the Ind AS
specified under Section 133 of the Act, except for the matters described
in the Basis for Qualified Opinion paragraph.

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

f. With respect to the maintenance of accounts and other matters
connected therewith, reference is made to our remarks in paragraph
2A(b) above on reporting under Section 143(3)(b) and paragraph 2B(f)
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 over
financial statements of the Company and the operating effectiveness of
such controls, refer to our separate Report in “Annexure B”.

B. With respect to the other matters to be included in the Auditor’s Report in

accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014

(as amended), in our opinion and to the best of our information and

according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements as at 31 March 2025 -
Refer Note 39 to the financial statements.

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

c. There has been a slight delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company during the year.

d. (i) The management has represented that, to the best of its knowledge
and belief, as disclosed in the Note no 46 (a) (A) to the 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 persons or entities,
including foreign entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall:

• directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever (“Ultimate Beneficiaries”) by or
on behalf of the Company, or

• provide any guarantee, security or the like to or on behalf of the
Ultimate Beneficiaries.

(ii) The management has represented, that, to the best of its
knowledge and belief, as disclosed in the Note no 46 (a) (B) to the
Financial Statements, no funds have been received by the Company
from any persons or entities, including foreign entities (“Funding
Parties”), with the understanding, whether recorded in writing or
otherwise, that the Company shall:

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

• provide any guarantee, security or the like from or on behalf of the
Ultimate Beneficiaries; and

(iii) Based on such audit procedures as considered reasonable and
appropriate in the circumstances, nothing has come to our notice that
has caused us to believe that the representations under (i) and (ii)
above contain any material misstatement.

e. There is no dividend declared or paid during the year by the
Company.

f. Based on our examination which included test checks, 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 been operative throughout the year for all relevant
transactions recorded in the software except, for the books of records

pertaining to Petrol & Diesel segment and Goa Branch the audit trail
did not effectively capture the specific User IDs of individuals who
passed or altered entries, resulting in such entries being attributed to
'unknown' users. This indicates that the audit trail feature was not
operating effectively in capturing all required details, specifically "who
made the change" as prescribed for an audit trail.

Further, during the course of our audit we did not come across any
instance of audit trail feature being tampered with in respect of the
accounting software.

However, the audit trail has not been preserved by the company as
per the statutory requirements for record retention for the period April
1, 2023, to April 20, 2023, as its retention commenced only from April
21, 2023, thereby indicating a deficiency in the preservation of audit
trails from the date of its applicability.

C. With respect to the matters to be included in the Auditor’s Report in
accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the
explanations given to us, the remuneration paid by the Company to its
whole-time directors during the year is not in accordance with the provisions
of section 197 of the Act. The remuneration paid to the whole-time directors
of the company for the year ended March 31, 2025, exceeds the limits
prescribed under Section 197 of the Companies Act, 2013, without requisite
shareholder approval.

For Singhi & Co.

Chartered Accountants,

(Firm’s Registration No. 302049E)

Sd/-

CA. Vijay Jain

Partner

(Membership No.077508)

UDIN: 25077508BMOVZA1052

Date: May 27, 2025

Place: Bengaluru