Auditor Report of A2Z Infra Engineering Ltd.

Mar 31, 2025

1. We were engaged to audit the accompanying standalone
financial statements of A2Z Infra Engineering Limited (''the
Company''), which comprise the Balance Sheet as at 31
March 2025, the Statement of Profit and Loss (including
Other Comprehensive Income), the Cash Flow Statement
and the Statement of Changes in Equity for the year
then ended, and a summary of the significant accounting
policies and other explanatory information, in which
are included the returns for the year ended on that date
audited by the branch auditors and management certified
of the Company''s branches located at Uganda, Tanzania
& Nepal.

2. We do not express an opinion on the accompanying
standalone financial statements of the Company. Because
of the significance of the matters described in the Basis for
Disclaimer of Opinion section of our report, we have not
been able to obtain sufficient appropriate audit evidence
to provide a basis for an audit opinion on these standalone
financial statements.

Basis for Disclaimer of Opinion

3. a. As stated in Note 31 to the accompanying standalone

financial statements, the Company has incurred a net
loss after tax of Rs. 105.35 lakhs during the year ended
31st March 2025, and as of that date, the Company''s
accumulated losses amount to Rs. 1,07,569.40 lakhs,
which have resulted in substantial erosion of its net
worth, and the current liabilities exceed current assets
by Rs. 7,183.45 lakhs. Also, certain lenders have filed
applications with the Debt Recovery Tribunal (DRT) for
recovery of their dues as detailed in 31. The Company
has also delayed in repayment of borrowings as further
detailed in Note 22.1.As confirmed by the management,
the Company has been in discussions with the lenders
regarding settlement of these borrowings/dues. Further,
the expected realisation of the amounts outstanding from
certain customers, within the next 12 months, with whom
the Company is in discussions is uncertain in the absence
of any confirmations from such customers. Such events
and conditions and its possible impact of the associated
uncertainties on management''s assumptions, and other
matters as set forth in the note 31, cast significant doubt
on the Company''s ability to continue as a going concern.
In the absence of sufficient appropriate audit evidence to
support the management''s assessment with respect to
restructuring of borrowings/dues and availability of funds,
we are unable to comment on the ability of the Company
to continue as a going concern. Further, as detailed in
Note 12, Management indicates that a material uncertainty
exists that may cast significant doubt on the Tanzania
branch''s ability to continue as going concern.Our Audit
report on the standalone financial statements for the year
ended 31st March 2024 also included a disclaimer of
opinion in respect of this matter.

3. b. As stated in Note 22.1 to the accompanying standalone

financial statement,the Company has borrowings from
banks which have been classified as non-performing
assets (''NPA borrowings'') (referred to as ''the Lenders'').
In respect of the aforementioned NPA borrowings, the
Company has not recognised interest for the year ended
31st March 2025 aggregating to Rs. 1,339.08 lakhs
(accumulated interest as at 31st March 2025 being Rs.
3,788.34 lakhs) payable under the terms of the said
agreements, as estimated by the management on the
basis of expected re-negotiation with the Lenders.

Pending confirmations/ reconciliations from the Lenders
and in the absence of sufficient appropriate evidence to
substantiate management''s assessment, we are unable
to comment on the adjustments, if any, that may be
required to the carrying values of the aforesaid borrowings
and dues (including interest) payable to the Lenders
in accordance with the terms of loan agreements and
Settlement Agreement, and the consequential impact
of such adjustments on the accompanying standalone
financials statement. Our Audit report on the standalone
financial statements for the year ended 31st March 2024
also included a disclaimer of opinion in respect of this
matter.

Emphasis of Matter

4. We draw attention to:

a. Note 3.1 to the accompanying standalone financial
statement, which describes the uncertainties relating
to the outcome of the pending various litigations in
respect of the three cogeneration power plants of the
Company, for which the Company has filled petitions
and appeals at various forums. The final outcome
of these matters is presently unascertainable.
Further, the said note also describes that these three
cogeneration power plants fully impaired in its books
of accounts during the year ended 31 March 2023.
Hence, the management has recorded an impairment
INR 35,665.04 lakhs in the present value of the power
plant as at March 31, 2025.

b. Note 40(a) to the accompanying standalone financial
statement, which describes the uncertainty relating
to the outcome of litigation pertaining to income-tax
matters pursuant to orders received by the Company
against which management and the assessing
authorities have filed appeals with relevant Income-
tax Authorities. The final outcome of these matters is
presently unascertainable.

Responsibilities of Management and Those Charged with

Governance for the Standalone Financial Statements

5. The accompanying standalone financial statements have
been approved by the Company''s Board of Directors.
The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of the Companies Act,
2013 (''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
including other comprehensive income, changes in equity
and cash flows of the Company in accordance with
the accounting principles generally accepted in India,
including the 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 standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

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

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

Auditor''s Responsibilities for the Audit of the Financial

Statements

8. Our responsibility is to conduct an audit of the
accompanying standalone financial statements in
accordance with Standards on Auditing specified under
section 143(10) of the Act, and to issue an auditor''s report.
However, because of the matters described in the Basis
for Disclaimer of Opinion section of our report, we were
not able to obtain sufficient appropriate audit evidence to
provide a basis for an audit opinion on these standalone
financial statements. We are independent of the Company
in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (‘ICAI’) together
with the ethical requirements that are relevant to our audit
of the standalone financial statements under the provisions
of the Act and the rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements and the Code of Ethics.

Other Matter

9. We did not audit the financial statements of one branch
included in the standalone financial statement of the
Company, whose financial statements reflects total assets
and net assets of Rs. 9.10 lakhs and Rs. (159.60) lakhs
respectively as at 31 March 2025, and total revenues of
Rs. (200.97) lakhs, total net loss after tax of Rs. 526.24
lakhs, and total comprehensive loss of Rs. 526.24 lakhs,
and cash flows (net) of Rs. Nil for the year then ended, as
considered in the standalone financial statements. These
financial statements of the aforesaid branches have been
audited by their respective branch auditors, whose reports

have been furnished to us by the management.

Further this one branch are located outside India whose
financial statements and other financial information have
been prepared in accordance with accounting principles
generally accepted in their respective countries and which
have been audited by branch auditor under generally
accepted auditing standards specified in Annexure 1, as
applicable in their respective countries. The Company''s
management has converted the financial statements
of such branches from accounting principles generally
accepted in their respective countries to accounting
principles generally accepted in India. We have audited
these conversion adjustments made by the Company''s
management. This report, in so far as it relates to the
balances and affairs of this branch, is based on the audit
report of branch auditor, and the conversion adjustments
prepared by the management of the Company and audited
by us.

The standalone financial statement includes the financial
statement and information of two branches, which
has not been audited by branch auditors, and whose
financial information reflects total revenues of Rs. 31.52
lakhs, total net profit after tax of Rs. 13.78 lakhs and
total comprehensive loss of Rs. 13.78 lakhs for the year
ended 31st March 2025, as considered in the standalone
financial statement. This report, in so far as it relates to
the balances and affairs of this branch, is based solely on
such financial statement and information, as certified and
provided by the management. According to the information
and explanations given to us by the management, their
would not be consequential material impact on the financial
statements of the Company.

Report on Other Legal and Regulatory Requirements

10. Based on our audit, and on the consideration of the reports
of the branch auditors as referred to in paragraph 9 above,
we report that the Company has not paid or provided for
any managerial remuneration during the year. Accordingly,
reporting under section 197(16) of the Act is not applicable.

11. As required by the Companies (Auditor''s Report) Order,
2020 (‘the Order'') issued by the Central Government of
India in terms of section 143(11) of the Act, we give in
the Annexure A, a statement on the matters specified in
paragraphs 3 and 4 of the Order.

12. Further to our comments in Annexure A, as required by
section 143(3) of the Act, and on the consideration of the
reports of the branch auditors as referred to in paragraph 9
above, we report, to the extent applicable, that:

a) as described in the Basis for Disclaimer of Opinion
section, we sought but were unable to obtain all the
information and explanations which to the best of our
knowledge and belief were necessary for the purpose
of our audit;

b) due to the possible effects of the matters described
in the Basis for Disclaimer of Opinion section, we are
unable to state whether 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.
Proper returns adequate for the purposes of our audit
have been received from the branches not visited by
us;

c) the reports on the accounts of the branch offices of
the Company audited under section 143(8) of the Act
by the branch auditors have been sent to us and have
been properly dealt with by us in preparing this report;

d) the standalone financial statements dealt with by this
report are in agreement with the books of account
and with the returns received from the branches not
visited by us;

e) due to the possible effects of the matters described
in the Basis for Disclaimer of Opinion section, we
are unable to state whether the aforesaid standalone
financial statements comply with the Ind AS specified
under section 133 of the Act;

f) the matters described in Paragraph 3 and 4 in the
Basis for Disclaimer of Opinion / Emphasis of Matter
section, in our opinion, may have an adverse effect
on the functioning of the Company;

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

h) the reservations relating to the maintenance of
accounts and other matters connected therewith
are as stated in the Basis for Disclaimer of Opinion
section, read with paragraph 12(b) above;

i) we were also engaged to audit the internal financial
controls with reference to standalone financial
statements of the Company as on 31 March 2025 in
conjunction with our audit of the standalone financial
statements of the Company for the year ended on
that date and our report dated 28th May 2025 as per
Annexure B expressed disclaimer of opinion; and

j) 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, and based on the consideration of the reports
of the branch auditors as referred to in paragraph 9
above,:

i. due to the possible effects of the matters
described in the Basis for Disclaimer of Opinion
section, we are unable to state whether the
Company has disclosed fully the impact of
pending litigations on its financial position as at
31 March 2025;

ii. due to the possible effects of the matters
described in the Basis for Disclaimer of Opinion
section, we are unable to state whether the
Company has made adequate provision as at

31 March 2025, as required under the applicable
law or Ind AS, for material foreseeable losses, if
any, on long-term contracts including derivative
contracts;

iii. there were no amounts which were required to
be transferred to the Investor Education and
Protection Fund by the Company during the year
ended 31 March 2025; and

iv. (a) The Management has represented that, to

the best of its knowledge and belief, no
funds (which are material either individually
or in the aggregate) have been advanced
or loaned or invested (either from borrowed
funds or share premium or any other
sources or kind of funds) by the Company
to or in any other person or entity, including
foreign entity (“Intermediaries”), with the
understanding, whether recorded in writing
or otherwise, that the Intermediary shall,
whether, directly or indirectly lend or invest
in other persons or entities identified in
any manner whatsoever by or on behalf of
the Company (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that,
to the best of its knowledge and belief, no
funds (which are material either individually
or in the aggregate) have been received
by the Company from any person or entity,
including foreign 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 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 Company has not declared/paid dividend
during the year, accordingly compliance u/s 123
of the Act is not applicable to the company.

vi. The reporting under Rule 11(g) of the companies
(Audit and Auditors) Rules, 2014 is applicable
from 1st April, 2023. Based on our examination,
which includes test checks, the company has
used the accounting software for maintaining
its books of account which has a feature of
recording audit trail / edit log facility and the

same has been operated throughout the year
for all the 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.

For MRKS & ASSOCIATES

Chartered Accountants

Firm''s Registration No.: 023711N

Sd /-

Saurabh Kuchhal

Partner

Membership No.: 512362

UDIN: 25512362BMJGNB7661

Place: Gurugram

Date: 28.05.2025

---

Mar 31, 2024

1. We were engaged to audit the accompanying standalone financial statements of A2Z Infra Engineering Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information, in which are included the returns for the year ended on that date audited by the branch auditors of the Company''s branches located at Tanzania, Nepal, and Uganda.

2. We do not express an opinion on the accompanying standalone financial statements of the Company. Because of the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these standalone financial statements.

Basis for Disclaimer of Opinion

3. a. As stated in Note 31 to the accompanying standalone

financial statements, the Company has incurred a net loss after tax of Rs. 871.27 lakhs during the year ended 31^st March 2024, and as of that date, the Company''s accumulated losses amount to Rs. 1,07,546.89 lakhs, which have resulted in substantial erosion of its net worth, and the current liabilities exceed current assets by Rs. 15,546.05 lakhs. Also, certain lenders have filed applications with the National Company Law Tribunal (NCLT), Debt Recovery Tribunal (DRT) and other courts for recovery of their dues as detailed in 31. The Company has also delayed in repayment of borrowings as further detailed in Note 22.1. As confirmed by the management, the Company has been in discussions with the lenders regarding settlement of these borrowings/dues, the resolution for which is yet to be finalised. Further, the expected realisation of the amounts outstanding from certain customers, within the next 12 months, with whom the Company is in discussions is uncertain in the absence of any confirmations from such customers. Such events and conditions and its possible impact of the associated uncertainties on management''s assumptions, and other matters as set forth in the note 31, cast significant doubt on the Company''s ability to continue as a going concern. In the absence of sufficient appropriate audit evidence to support the management''s assessment with respect to restructuring of borrowings/dues and availability of funds, we are unable to comment on the ability of the Company to continue as a going concern. Further, as detailed in Note 12, Management indicates that a material uncertainty exists that may cast significant

doubt on the Tanzania branch''s ability to continue as going concern. Our Audit report on the standalone financial statements for the year ended 31 March 2023 also included a disclaimer of opinion in respect of this matter.

b. As stated in Note 22.1 to the accompanying standalone financial statement, the Company has borrowings from banks which have been classified as non-performing assets (''NPA borrowings'') (referred to as ''the Lenders''). In respect of the aforementioned NPA borrowings, the Company has not recognised interest for the year ended 31 March 2024 aggregating to Rs. 2,983.20 lakhs (accumulated interest as at 31^st March 2024 being Rs. 5,279.89 lakhs) payable under the terms of the said agreements, as estimated by the management on the basis of expected re-negotiation with the Lenders.

Pending confirmations/ reconciliations from the Lenders and in the absence of sufficient appropriate evidence to substantiate management''s assessment, we are unable to comment on the adjustments, if any, that may be required to the carrying values of the aforesaid borrowings and dues (including interest) payable to the Lenders in accordance with the terms of loan agreements and Settlement Agreement, and the consequential impact of such adjustments on the accompanying standalone financials statement. Our Audit report on the standalone financial statements for the year ended 31 March 2023 also included a disclaimer of opinion in respect of this matter.

c. As stated in Note 5.2 to the accompanying standalone financial statement, the Company''s non-current investment Rs. 7,992.84 Lakhs (net of impairment) in its associate Company namely Greeneffect Waste Management Limited (“GWML”) and its current financial assets-loan Rs. 84.67 lakhs which include amounts dues from such associate company as on 31 March 2024. The consolidated net worth of the aforesaid associate company as on that date has been fully eroded on account of losses incurred. Further, the associate company is facing liquidity constraints. Based upon the valuation report of an independent valuer, arbitration awarded in favor of GWML and other factors described in the aforementioned note, management has considered such balances as fully recoverable. However, in the absence of sufficient and appropriate audit evidence to support the management''s assessment as above, we are unable to comment upon adjustments, if any, that may be required to the carrying value of these balances, and the consequential impact on the accompanying standalone financial statement. Our Audit report on the standalone financial statements for the year ended 31 March 2023 also included a disclaimer of opinion in respect of this matter.

Emphasis of Matter

4. We draw attention to:

a. Note 3.1 to the accompanying standalone financial statement, which describes the uncertainties relating to the outcome of the pending various litigations in respect of the three cogeneration power plants of the Company, for which the Company has filled petitions and appeals at various forums. The final outcome of these matters is presently unascertainable. Further, the said note also describes that these three cogeneration power plants fully impaired in its books of accounts during the year ended 31 March 2023. Hence, the management has recorded an impairment INR 35,665.04 lakhs in the present value of the power plant as at March 31, 2024.

b. Note 40(a) to the accompanying standalone financial statement, which describes the uncertainty relating to the outcome of litigation pertaining to income-tax matters pursuant to orders received by the Company against which management and the assessing authorities have filed appeals with relevant Income-tax Authorities. The final outcome of these matters is presently unascertainable.

Responsibilities of Management and Those Charged with

Governance for the Standalone Financial Statements

5. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (''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 including other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

Auditor''s Responsibilities for the Audit of the Financial

Statements

8. Our responsibility is to conduct an audit of the accompanying standalone financial statements in accordance with Standards on Auditing specified under section 143(10) of the Act, and to issue an auditor''s report. However, because of the matters described in the Basis for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these standalone financial statements. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.

Other Matter

9. We did not audit the financial statements of one branch included in the standalone financial statement of the Company, whose financial statements reflects total assets and net assets of Rs. 527.76 lakhs and Rs. 366.64 lakhs respectively as at 31 March 2024, and total revenues of Rs. Nil, total net loss after tax of Rs. 9.74 lakhs, and total comprehensive loss of Rs. 9.74 lakhs, and cash flows (net) of Rs. Nil for the year then ended, as considered in the standalone financial statements. These financial statements of the aforesaid branches have been audited by their respective branch auditors, whose reports have been furnished to us by the management.

Further this one branch are located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by branch auditor under generally accepted auditing standards specified in Annexure 1, as applicable in their respective countries. The Company''s management has converted the financial statements of such branches from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Company''s management. This report, in so far as it relates to the balances and affairs of this branch, is based on the audit report of branch auditor, and the conversion adjustments prepared by the management of the Company and audited by us.

The standalone financial statement includes the financial statement and information of two branches, which has not been audited by branch auditors, and whose financial information reflects total revenues of Rs. 48.25 lakhs, total net loss after tax of Rs. 24.17 lakhs and total comprehensive loss of Rs. 24.17 lakhs for the year ended 31^st March 2024, as considered in the standalone

financial statement. This report, in so far as it relates to the balances and affairs of this branch, is based solely on such financial statement and information, as certified and provided by the management. According to the information and explanations given to us by the management, their would not be consequential material impact on the financial statements of the Company.

Report on Other Legal and Regulatory Requirements

10. Based on our audit, and on the consideration of the reports of the branch auditors as referred to in paragraph 9 above, we report that the Company has not paid or provided for any managerial remuneration during the year. Accordingly, reporting under section 197(16) of the Act is not applicable.

11. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the Order.

12. Further to our comments in Annexure A, as required by section 143(3) of the Act, and on the consideration of the reports of the branch auditors as referred to in paragraph 9 above, we report, to the extent applicable, that:

a) as described in the Basis for Disclaimer of Opinion section, we sought but were unable to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) due to the possible effects of the matters described in the Basis for Disclaimer of Opinion section, we are unable to state whether 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. Proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c) the reports on the accounts of the branch offices of the Company audited under section 143(8) of the Act by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

d) the standalone financial statements dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;

e) due to the possible effects of the matters described in the Basis for Disclaimer of Opinion section, we are unable to state whether the aforesaid standalone financial statements comply with the Ind AS specified under section 133 of the Act;

f) the matters described in Paragraph 3 and 4 in the Basis for Disclaimer of Opinion / Emphasis of Matter section, in our opinion, may have an adverse effect on the functioning of the Company;

g) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on

31 March 2024 from being appointed as a director in terms of section 164(2) of the Act;

h) the reservations relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Disclaimer of Opinion section, read with paragraph 12(b) above;

i) we were also engaged to audit the internal financial controls with reference to standalone financial statements of the Company as on 31 March 2024 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 15 May 2024 as per Annexure B expressed disclaimer of opinion; and

j) 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, and based on the consideration of the reports of the branch auditors as referred to in paragraph 9 above,:

i. due to the possible effects of the matters

described in the Basis for Disclaimer of Opinion section, we are unable to state whether the Company has disclosed fully the impact of pending litigations on its financial position as at 31 March 2024;

ii. due to the possible effects of the matters

described in the Basis for Disclaimer of Opinion section, we are unable to state whether the Company has made adequate provision as at 31 March 2024, as required under the applicable law or Ind AS, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2024; and

iv. (a) The Management has represented that,

to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign 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 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 Company has not declared/paid dividend

during the year, accordingly compliance u/s 123

of the Act is not applicable to the company.

vi. The reporting under Rule 11(g) of the companies (Audit and Auditors) Rules, 2014 is applicable from 1st April, 2023. Based on our examination, which includes test checks, the company has used the accounting software for maintaining its books of account which has a feature of recording audit trail / edit log facility and the same has been operated throughout the year for all the 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.

For MRKS & ASSOCIATES

Chartered Accountants

Firm''s Registration No.: 023711N

Sd/-

Saurabh Kuchhal

Partner

Membership No.: 512362

UDIN: 24512362BKFCDQ2511

Place: Gurugram

Date: 15 May 2024

---

Mar 31, 2018

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of A2Z Infra Engineering Limited (‘the Company’), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information, in which are incorporated the returns for the year ended on that date audited by the branch auditors of the Company’s branches at Zambia, Uganda and Nepal.

Management’s Responsibility for the Standalone Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the Act’) with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (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 (‘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 the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions 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.

5. 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 these standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. 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. In making those risk assessments, the auditor considers internal financial controls relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on these standalone financial statements.

Opinion

8. 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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Ind AS specified under Section 133 of the Act, of the state of affairs (financial position) of the Company as at 31 March 2018, and its loss (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matters

9. We draw attention to;

a) Note 3.1 to the accompanying standalone financial statements, which describe the significant estimates and assumptions, including extension of the concession period, used by the management for determining recoverable amount of cogeneration power plants classified under property, plant and equipment and capital work-in-progress aggregating to Rs. 9,679.00 lacs and Rs. 18,027.12 lacs respectively as at 31 March 2018, with respect to the impairment assessment in accordance with the requirements of Ind AS 36, Impairment of Assets. Basis this valuation the management believes that no adjustment is required to the carrying value of the aforesaid cogeneration power plants.

b) Note 7.1 to the accompanying standalone financial statements, with respect to unbilled revenue relating to certain contracts which are still in progress aggregating to Rs. 8,381.36 lacs, recognised in the earlier years. Based on ongoing discussions/ negotiations with the customers, management believes that these amounts are completely billable.

c) Note 39 to the accompanying standalone financial statements, which describes the uncertainty relating to the outcome of litigation pertaining to income tax matters pursuant to orders received by the Company against which management and the assessing authorities have filed appeals with relevant Income Tax Authorities. The final outcome of these matters is presently unascertainable.

d) Note 21.1 to the accompanying standalone financial statements, which describes the uncertainty relating to utilisation of input tax credit and levy of interest on service tax. Based on the terms of the contract with the customers/ vendors and independent legal opinion, management believes that these amounts are recoverable from the customer including interest thereon and that the Company will be able to avail the input tax credit for aforementioned matter.

e) Note 5.2 to the accompanying standalone financial statements regarding the Company’s non-current investment in its subsidiary company, and its other current financial assets (net of impairment) and its current financial assets-loan which include amounts dues from such subsidiary company as on that date aggregating Rs. 20,151.90 lacs, Rs. 410.73 lacs and Rs. 592.85 lacs, respectively. The consolidated net worth of the aforesaid subsidiary company as at 31 March 2018 has been fully eroded and has been incurring losses. Based on the future business plans and projections of the subsidiary company at consolidated level, which have been developed by the management using certain assumptions and estimates, as described in the aforementioned note, management believes that the realizable amount is higher than the carrying amount of such non-current investment, other current financial assets (net of impairment) and current financial assets -loan and hence fully recoverable.

Our opinion is not modified in respect of above matters.

Other Matters

10. We did not audit the separate financial statements of three branches located outside India, included in the accompanying statement of standalone financial statement, whose financial statements reflects total revenues (after eliminating intra-group transactions) of Rs. 7,609.44 lacs and net profit after tax of Rs. 84.54 lacs for the year ended 31 March 2018 and total assets of Rs. 5,415.20 lacs as at 31 March 2018, as considered in these standalone financial statements. These financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries.

Our opinion in so far it relates to the amounts and disclosure in respect of these branches is solely based on report of the other auditors and the conversion adjustment prepared by the management of the Company, which have been audited by us. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

11. As required by the Companies (Auditor’s Report) Order, 2016 (‘the Order’) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.

12. Further to our comments in Annexure I, 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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

(c) the reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

(d) the standalone financial statements dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;

(e) in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act;

(f) the matters described in paragraph 9 under the Emphasis of Matters paragraph, in our opinion, may have an adverse effect on the functioning of the Company;

(g) on the basis of the written representations received from the directors as on 31 March 2018 and 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;

(h) we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as on 31 March 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated 29 May 2018 as per Annexure II expressed an unqualified opinion;

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

i. the Company, as detailed in Note 39 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position;

ii. the Company, as detailed in Note 38 to the standalone financial statements, has made provision, as required under the applicable law or Ind AS, for material foreseeable losses, if any, on long-term contracts. The Company does not have any derivative contracts;

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

iv. the disclosure requirements relating to holdings as well as dealings in specified bank notes were applicable for the period from 8 November, 2016 to 30 December, 2016 which are not relevant to these standalone financial statements. Hence, reporting under this Clause is not applicable.

Annexure I

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties which are included under the head ‘Property, plant and equipment’ are held in the name of the Company.

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

(iii) The Company has granted unsecured loans to companies covered in the register maintained under Section 189 of the Act and with respect to the same:

(a) in our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the company’s interest;

(b) the schedule of repayment of the principal and the payment of the interest has not been stipulated and hence we are unable to comment as to whether repayments/receipts of the principal amount and the interest are regular;

(c) in the absence of stipulated schedule of repayment of principal and payment of interest, we are unable to comment as to whether there is any amount which is overdue for more than 90 days and whether reasonable steps have been taken by the Company for the of principal amount and interest.

(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees and security.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act in respect of Company’s products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, goods and service tax (GST), cess and other material statutory dues, as applicable, have not been regularly deposited to the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Statement of arrears of statutory dues outstanding for more than six months

Name of the statute	Nature of the dues	Amount (INR lacs)	Period to which the amount relates	Due Date	Date of payment
Income Tax Act, 1961	Tax deducted at source	573.43	March 2016 to August 2017	7th day of subsequent month	Not yet paid
Chapter V of Finance Act, 1994	Service tax	5,513.25	March 2016 to June 2017	5th day of subsequent month (6th for online payment)	Not yet paid
Employees Provident Fund and Miscellaneous Provisions Act, 1952	Employee Provident fund	53.42	November 2015 to August 2017	15th day of subsequent month	Not yet paid
Employee State Insurance Act, 1948	Employee State Insurance	10.64	June 2016 to August 2017	21st day of subsequent month	Not yet paid
Employee Welfare Fund	Employee welfare fund	0.46	November 2016 to August 2017	25th day of subsequent month	Not yet paid
Madhya Pradesh State Tax on Professions, Trades, Callings and Employment Act, 1995	Professional Tax	6.99	July 2012 to August 2017	10th day of subsequent month	Not yet paid
West Bengal State Tax on Professions, Trades, Callings and Employment Act, 1979	Professional Tax	0.67	April 2015 to August 2017	21st day of subsequent month	Not yet paid

(b) The dues outstanding in respect of income-tax, sales-tax, service-tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Statement of disputed dues

Name of the statute	Nature of the dues	Amount (in lacs)	Amount Paid Under Protest (in lacs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Demand made under section 153A and 153B	2,790.80		Assessment Years 2009-10 to 2013-14	Income Tax Appellate Tribunal, Delhi
Bihar Value Added Tax, 2005	Value Added Tax	1,644.31	125.00	2013-14	Commissioner, Commercial tax, Bihar
	Value Added Tax	83.55	-	2010-11	Assessing Officer Commercial Tax, Bihar
	Value Added Tax	203.61	61.08	2012-13	Commissioner, Commercial tax, Bihar
Jharkhand Value Added Tax, 2005	Value Added Tax	138.46	58.24	2008-09 to 2011-12	Commissioner, Commercial tax, Ranchi, Jharkhand
The West Bengal Value Added Tax, 2003	Value Added Tax	653.11	50.00	2009-10	West Bengal Commercial Taxes Appellate & Revisional Board, Kolkata
	Value Added Tax	1,019.40	175.00	2010-11	West Bengal Commercial Taxes Appellate & Revisional Board, Kolkata
	Central Sales Tax	54.13		2010-11	West Bengal Commercial Taxes Appellate & Revisional Board, Kolkata
	Central Sales Tax	229.16	-	2011-12	Additional Commissioner (Appeals) Sales Tax

	Central Sales Tax	2.07	-	2014-15	Joint Commissioner (Appeal), Sales Tax
	Value Added Tax	192.72	-	2014-15	Joint Commissioner (Appeal), Sales Tax
The Maharashtra Value Added Tax, 2002	Central Sales Tax	17.92	-	2011-12	Joint Commissioner (Appeal), Mumbai, Maharashtra
	Central Sales Tax	131.42	-	2007-08	Joint Commissioner (Appeal), Mumbai, Maharashtra
	Value Added Tax	1,801.79	-	2008-09	Maharashtra Sales Tax Tribunal
	Value Added Tax	15.52	-	2009-10	Joint Commissioner (Appeal), Mumbai, Maharashtra
	Central Sales Tax	154.06	-	2009-10	Joint Commissioner (Appeal), Mumbai, Maharashtra
	Value Added Tax	22.88	-	2010-11	Joint Commissioner (Appeal), Mumbai, Maharashtra
	Central Sales Tax	225.99	-	2010-11	Joint Commissioner (Appeal), Mumbai, Maharashtra
	Central Sales Tax	19.88	-	2012-13	Sales Tax Tribunal, Mumbai, Maharashtra- Appeal
	Value Added Tax	29.10	-	2012-13	Sales Tax Tribunal, Mumbai, Maharashtra- Appeal
Andhra Pradesh Value Added Tax Act, 2005	Value Added Tax	62.95	31.25	2010-11	Andhra Pradesh Sales Tax and VAT Appellate Tribunal, Hyderabad
Jammu and Kashmir Value Added Tax Act, 2005	Central Sales Tax	64.66	-	2013-14	Deputy Commissioner (Appeals) Sales tax
	Central Sales Tax	86.02	-	2012-13	Deputy Commissioner (Appeals) Sales tax
The Madhya Pradesh VAT Act, 2002	Central Sales Tax	3.25	-	2013-14	Joint Commissioner, Indore, M.P-Appeal filed
	Central Sales Tax	103.05	45.34	2011-12	Sales Tax Tribunal, Madhya Pradesh
Haryana VAT Act, 2003	Central Sales Tax	1,930.50	-	2009-10	Sales Tax Revisional Authority, Gurgaon
Kerala VAT Act, 2003	Central Sales Tax	219.38	-	2011-12	Hon’ble High Court of Kerala, Ernakulam

(viii) There are no dues payable to debenture-holders or Government. The Company has defaulted in repayment of loans and borrowings to the following banks and financial institutions during the year, which is detailed below:

(Amount in lacs)

Particulars	Default (in months)
Banks	(0-3)	(3-6)	(6-12)	(More than 12)
Allahabad Bank	523.39	9.21	-	-
Axis Bank	497.48	65.28	3.86	2.15
DBS Bank	234.94	157.77	544.57	8,648.62
ICICI Bank*	761.48	282.25	1,891.01	4,266.29
HSBC bank	31.09	20.55	68.90	417.87
IDBI Bank	391.90	131.87	30.45	-

Banks	(0-3)	(3-6)	(6-12)	(More than 12)
Indusind Bank	160.81	13.17	-	-
Kotak Mahindra Bank	434.84	-	-	-
State Bank of Hyderabad	76.66	40.53	175.88	452.85
State Bank of Mysore	89.95	42.30	210.56	191.20
State Bank of Patiala	742.31	314.47	1,803.79	765.98
State Bank of Travancore	96.74	44.37	229.30	104.89
Standard Chartered Bank	325.85	321.54	626.38	3,867.49
State Bank of India	255.18	121.91	643.22	1,701.46
Union Bank of India	290.77	15.97	0.65	-
Yes Bank	362.57	370.43	1,139.26	1,655.61
Financial Institutions:
SICOM	189.04	186.99	373.97	751.54

*During the previous year ICICI bank has transferred/assigned its fund based outstanding amount recoverable in favour of Edelweiss Assets Reconstruction Company Limited.

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion term loans were applied for the purposes for which the loans were obtained.

(x) No fraud by the Company or on the company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid and provided by the company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act except for in following cases:

(Amount in lacs)

S. No	Payment made to	Financial year	Amount Paid/ provided in excess of limits prescribed (Rs)	Amount due for Recovery as at March 31,2018 (Rs)	Steps taken to secure the recovery of the amount	Remarks (if any)
1	Managing Director	2012-13	94.54	29.99	The Company has obtained a declaration from the Managing Director that such amount has been held in trust and will be repaid as per agreed plan.	Amount recoverable pertains to non-grant of requisite approval by Central Government under the provision of 198, 309 & 310 of erstwhile Companies Act 1956.
		2013-14	94.94	94.94

(xii) In our opinion, the Company is not a Nidhi Company Accordingly, provisions of clause 3(xii) of the Order are not applicable.

(xiii) In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable Ind AS.

(xiv)During the year, the Company has made preferential allotment/ private placement of shares. In respect of the same, in our opinion, the Company has complied with the requirement of Section 42 of the Act and the Rules framed thereunder. Further, in our opinion, the amounts so raised have been used for the purposes for which the funds were raised. During the year, the Company did not make preferential allotment/ private placement of convertible debentures.

(xv) In our opinion, the Company has not entered into any noncash transactions with the directors or persons connected with them covered under Section 192 of the Act.

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

Annexure II

Independent Auditor’s Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

1. In conjunction with our audit of the standalone financial statements of A2Z Infra Engineering Limited (‘the Company’) as at and for the year ended 31 March 2018, we have audited the internal financial controls over financial reporting (‘IFCoFR’) of the Company as at that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s Board of Directors 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’. 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 the Company’s business, including adherence to the 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 Act.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on the Company’s IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India (‘ICAI’) and deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (‘the Guidance Note’) issued by the ICAI. 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 IFCoFR were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR includes obtaining an understanding of IFCoFR, 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 judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. 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 IFCoFR.

Meaning of Internal Financial Controls over Financial Reporting

6. A company’s IFCoFR 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 IFCoFR include 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

7. Because of the inherent limitations of IFCoFR, 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 IFCoFR to future periods are subject to the risk that the IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such controls 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’.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm’s Registration No.: 001076N/N500013

Sd/-

per Neeraj Sharma

Place : Gurugram Partner

Date : 29 May 2018 Membership No.: 502103

---

Mar 31, 2016

To

The Members of

A2Z Infra Engineering Limited

(formerly known as “A2Z Maintenance & Engineering

Services Limited”)

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of A2Z Infra Engineering Limited (formerly known as “A2Z Maintenance & Engineering Services Limited”) (“the Company”), which comprise the Balance Sheet as at March 31, 2016 the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information, in which are incorporated the returns for the year ended on that date audited by the branch auditors of the Company''s branches at Zambia and Uganda.

Management''s Responsibility for the Standalone Financial

Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“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, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; 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.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions 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 there under.

5. 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 standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. 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. In making those risk assessments, the auditor considers internal financial controls relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

8. 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 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, 2016 and its loss and its cash flows for the year ended on that date.

Emphasis of Matters

9. We draw attention to:

(i) Note 14.1 to the standalone financial statements which describes the uncertainty relating to the assumptions used by management with respect to the impairment assessment of the cogeneration power plants and availability of the extension in the concession period for an additional term.

(ii) Note 23.1 to the standalone financial statements with respect to unbilled receivables relating to certain contracts which are still in progress aggregating to Rs. 1,204,118,263, recognized in the earlier years. Management, based on ongoing discussions/ negotiations with the customers believes that these amounts are completely billable and accordingly, no adjustments have been made in the standalone financial statements.

(iii) Note 33(a) to the standalone financial statements which describes the uncertainty relating to the outcome of litigation pertaining to income tax matters pursuant to assessment orders received by the Company for the assessment years 2009-10 to 2013-14 against which management has filed appeals with Income Tax Appellate Tribunal (ITAT). Pending the final outcome of these matters, which is presently unascertainable, no further adjustments have been made in the standalone financial statements.

Our opinion is not modified in respect of above matters.

Other Matter

10. We did not audit the financial statements of certain branches, included in these financial statements, whose financial statements reflect total revenues (after eliminating intergroup transactions) of Rs. 188,490,086 and net loss after tax and prior period items (after eliminating intra-group eliminations) of Rs. 19,718,647 for the year ended March 31, 2016 and total assets of Rs. 197,334,549 as at March 31, 2016. These financial statements and other financial information have been audited by other auditors whose audit reports have been furnished to us, and our opinion in respect thereof is based solely on the audit reports of such other auditors. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

11. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.

12. Further to our comments in Annexure I, as required by Section143(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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c. the reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

d. the standalone financial statements dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;

e. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule

7 of the Companies (Accounts) Rules, 2014 (as amended);

f. the matters described in paragraph 9 under the Emphasis of Matters paragraph, in our opinion, may have an adverse effect on the functioning of the Company;

g. on the basis of the written representations received from the directors as on March 31, 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section164(2) of the Act;

h. we have also audited the internal financial controls over financial reporting (IFCoFR) of the Company as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report dated May 28, 2016 as per annexure II expressed an unqualified opinion.

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

i. as detailed in Note 33 to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;

ii. the Company, as detailed in Note 34 to the standalone financial statements, has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts. The Company did not have any derivative contracts;

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

Annexure I

Annexure I to the Independent Auditor''s Report of even date to the members of A2Z Infra Engineering Limited (formerly known as “A2Z Maintenance & Engineering Services Limited”), on the standalone financial statements for the year ended March 31, 2016

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of 3 years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.

(c) The title deeds of all the immovable properties are held in the name of the Company.

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

(iii) The Company has granted unsecured loans to companies covered in the register maintained under Section 189 of the Act; and with respect to the same:

(a) in our opinion the terms and conditions of grant of such loans are not, prima facie, prejudicial to the Company''s interest.

(b) the schedule of repayment of the principal and the payment of the interest has not been stipulated and hence we are unable to comment as to whether repayments/receipts of the principal amount and the interest are regular;

(c) in the absence of stipulated schedule of repayment of principal and payment of interest, we are unable to comment as to whether there is any amount which is overdue for more than 90 days and whether reasonable steps have been taken by the Company for recovery of the principal amount and interest.

(iv) In our opinion, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of loans, investments, guarantees, and security.

(v) In our opinion, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under subsection (1) of Section 148 of the Act in respect of Company''s products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have not been regularly deposited to the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Statement of arrears of statutory dues outstanding for more than six months

Name of the statute	Nature of the dues	Amount (Rs.)	Period to which the amount relates	Due date	Date of payment
Employee Welfare Fund Payable	Employee welfare fund	63,507	March 2015 to August 2015	25th day of subsequent month	Not yet paid
Madhya Pradesh Professional Tax Act, 1995	Professional tax	568,957	July 2012 to August 2015	10th day of subsequent month	Not yet paid
West Bengal State Tax on Professions, Trades, Callings and Employments Act,1979	Professional tax	31,750	March 2015 to August 2015	21st day of subsequent month	Not yet paid

(b) The dues outstanding in respect of income-tax, sales-tax, service tax, duty of customs, duty of excise and value added tax on account of any dispute, are as follows:

Statement of Disputed Dues

Name of the statute	Nature of dues	Amount (Rs.)	Amount Paid Under Protest (Rs.)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act, 1961	Demand made under section 153A & 153B	199,216,987	-	AY-2009-10 to 2013-14	Income Tax Appellate Tribunal, Delhi
Bihar Value Added Tax Act, 2005	Bihar Value Added Tax	8,354,879	-	2010-11	Assessing Officer Commercial tax, Bihar
	Bihar Value Added Tax	43,198,065	-	2012-13	Honorable High Court, Patna
Jharkhand Value Added Tax Act, 2005	Jharkhand Value Added Tax	13,845,739	5,823,531	2008-09 to 2011-12	Commissioner Commercial tax, Ranchi, Jharkhand
The West Bengal Value Added Tax Act, 2003	Works Contract Tax	65,310,875	5,000,000	2009-10	West Bengal Commercial Taxes Appellate & Provisional Board, Kolkata
	West Bengal Value Added Tax	101,939,698	17,500,000	2010-11	West Bengal Commercial Taxes Appellate & Provisional Board, Kolkata
	Central Sales Tax	5,412,848		2010-11	West Bengal Commercial Taxes Appellate & Provisional Board, Kolkata
	West Bengal Central Sales Tax	22,915,835	-	2011-12	Additional Commissioner (Appeals) Sales Tax
The Maharashtra Value Added Tax Act, 2002	Central Sales Tax	13,142,012	-	2007-08	Joint Commissioner (Appeal), Mumbai, Maharashtra
	Maharashtra Value Added Tax	180,178,725	-	2008-09	Maharashtra Sales Tax Tribunal
	Maharashtra Value Added Tax	1,552,490	-	2009-10	Joint Commissioner (Appeal), Mumbai, Maharashtra
	Central Sales Tax	15,406,040	-	2009-10	Joint Commissioner (Appeal), Mumbai, Maharashtra
	Maharashtra Value Added Tax	2,287,862	-	2010-11	Joint Commissioner (Appeal), Mumbai, Maharashtra
	Central Sales Tax	22,598,631	-	2010-11	Joint Commissioner (Appeal), Mumbai, Maharashtra
AP Value Added Tax Act, 2005	Andhra Pradesh Value Added Tax	6,294,726	3,125,000	2010-11	AP Sales Tax and VAT Appellate Tribunal, Hyderabad
Jammu and Kashmir, Value Added Tax Act, 2005	J&K Value Added Tax	8,602,146		2012-13	Deputy Commissioner Commercial Taxes (Appeals), Jammu
The Madhya Pradesh VAT Act, 2002	Central Sales Tax	10,304,904	4,533,692	2011-12	Commercial Tax Tribunal, Madhya Pradesh
	Central Sales Tax	8,995,531	910,000	2012-13	Joint Commissioner, Indore, Madhya Pradesh
	Entry Tax	331,785	207,289	2012-13	Joint Commissioner, Indore, Madhya Pradesh
The Delhi Value Added Tax Act, 2004	Value Added Tax	5,226,423	-	2010-11	Joint Commissioner, Delhi
	Value Added Tax	6,050,200	-	2010-11	Joint Commissioner, Delhi
Haryana VAT Act	Central Sales Tax	193,049,921	-	2009-10	Sales Tax Tribunal,Chandigarh

(viii)There are no dues payable to debenture-holders or Government. The Company has defaulted in repayment of loans and borrowings to the following banks and financial institutions during the year, which is detailed below:

Particulars	Default (in months)
Banks	(0-3)	(3-6)	(6-12)	(12-24)	(More than 24)
Allahabad Bank	30,017,247	5,256,179	3,494,820	-	-
Axis Bank	26,261,734	1,903,620	450,248	-	-
HSBC Bank	1,638,944	2,450,359	5,417,447	17,219,050	4,387,824
ICICI Bank	74,389,999	80,658,721	104,674,246	-	-
IDBI Bank	142,607,532	3,061,240	-	-	-
Yes Bank	252,768,059	1,060,822	-	-	-
DBS Bank	14,432,674	21,958,308	49,988,207	635,262,668	52,803,234
State Chartered Bank	18,159,951	27,144,594	61,145,483	92,426,216	66,862,065
Indusind Bank	15,247,457	683,687	231,549	-	-
ING Vyasa Bank	27,544,465	1,748,809	2,854,626	-	-
State Bank of Patiala	188,659,853	-	-	-	-
State Bank of Hyderabad	3,082,797	4,712,268	11,338,046	3,745,795	-
State Bank of India	10,529,282	16,369,357	39,401,177	21,668,510	1,944,454
State Bank of Mysore	16,683,893	1,951,059	-	-	-
State Bank of Travancore	21,674,986	1,023,883	154,750	-	-
Union Bank of India	20,574,628	2,930,690	71,185	-	-
Financial Institutions:
SREI Equipment Finance Limited	289,559	436,941	1,059,420	1,917,290	15,037,051
State Industrial & Investment corporation of Maharashtra Limited (SICOM)	12,295,082	18,904,110	43,869,863	75,000,000	571,023,460

(ix) The Company did not raise moneys by way of initial public offer or further public offer (including debt instruments). In our opinion, the term loans were applied for the purposes for which the loans were obtained.

(x) No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

(xi) Managerial remuneration has been paid by the companying accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act except for in following cases:

S. No	Payment made to	Financial year	Amount Paid/ provided in excess of limits prescribed (Rs)	Amount due for Recovery as at March 31, 2016 (Rs)	Steps taken to secure the recovery of the amount	Remarks (if any)
1	Managing Director	2012-13	9,453,744	8,453,744	The Company has obtained a confirmation from the Managing Director that such amount has been held in trust will be repaid as per agreed plan.	Amount recoverable pertains to non-grant of requisite approval by Central Government under the provision of 198, 309 & 310 of erstwhile Companies Act 1956.
		2013-14	9,494,496	9,494,496

(xii) In our opinion, the Company is not a Nidhi Company. Accordingly, provisions of clause 3 (xii) of the Order are not applicable.

(xiii)In our opinion all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable, and the requisite details have been disclosed in the financial statements etc., as required by the applicable accounting standards.

(xiv)During the year, the Company has made preferential allotment/ private placement of shares. In respect of the same, in our opinion, the Company has complied with the requirement of Section 42 of the Act and the Rules framed there under. Further, in our opinion, the amounts so raised have been used for the purposes for which the funds were raised. During the year, the Company did not make preferential allotment/ private placement of convertible debentures

(xv) In our opinion, the Company has not entered into any noncash transactions with the directors or persons connected with them covered under Section 192 of the Act.

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

Annexure II to the Independent Auditor''s Report of even date to the members of A2Z Infra Engineering Limited(formerly known as “A2Z Maintenance & Engineering Services Limited”), on the standalone financial statements for the year ended March 31, 2016

Annexure II

Independent Auditor''s report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

1. In conjunction with our audit of the standalone financial statements of A2Z Infra Engineering Limited (formerly known as “A2Z Maintenance & Engineering Services Limited”) (“the Company”) as of and for the year ended March 31, 2016, we have audited the internal financial controls over financial reporting (IFCoFR) of the Company of as of that date.

Management''s Responsibility for Internal Financial Controls

2. The Company''s Board of Directors 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”. 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 the company''s 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 Act.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on the Company''s IFCoFR based on our audit. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India (ICAI) and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of IFCoFR, and the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the ICAI. 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 IFCoFR were established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR, 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.

5. 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 IFCoFR.

Meaning of Internal Financial Controls over Financial

Reporting

6. A company''s IFCoFR 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 IFCoFR 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 authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized 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

7. Because of the inherent limitations of IFCoFR, 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 IFCoFR to future periods are subject to the risk that IFCoFR may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016 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”.

For Walker Chandiok & Co LLP

(formerly Walker, Chandiok & Co)

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Sd/-

per Neeraj Sharma

Place: Gurgaon Partner

Date : May 28, 2016 Membership No.: 502103

---

Mar 31, 2015

1. We have audited the accompanying standalone financial statements of A2Z Infra Engineering Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information, in which are incorporated the returns for the year ended on that date audited by the branch auditors of the Company's branches at Zambia and Uganda.

Management's Responsibility for the Standalone Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("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, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended). This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act; safeguarding the assets of the Company; 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.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.

4. We have taken into account the provisions 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 there under.

5. 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 standalone financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit

evidence about the amounts and the disclosures in the financial statements. 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. In making those risk assessments, the auditor considers internal financial controls relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

8. 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 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, 2015, and its loss and its cash flows for the year ended on that date.

Emphasis of Matters

9. We draw attention to

a. Note 14.2 to the standalone financial statements which describes the uncertainty relating to the assumptions used by management with respect to the impairment assessment of the cogeneration power plants and the extension of the concession period for an additional term as per the conditions stipulated in the agreement.

b. Note 23.2 to the standalone financial statements with respect to Contract revenue in excess of billing relating to certain contracts which are still in progress aggregating to Rs. 1,966,500,958, recognized in the earlier years. Management, based on ongoing discussions/ negotiations with the customers believes that these amounts are billable and accordingly no adjustments have been made in the standalone financial statements.

c. Note 33(a) to the standalone financial statements which describes the uncertainty relating to the outcome of litigations pertaining to income tax matters pursuant to assessment orders received by the Company for the Assessment years 2009-10 to 2013-14 against which management has filed appeals with Commissioner of Income Tax (CIT) (Appeals). Pending the final outcome of these matters, which is presently unascertainable, no adjustments have been made in the standalone financial statements.

Our opinion is not modified in respect of above matters.

Other Matter

10. We did not audit the financial statements of certain branches, included in these financial statements, whose financial statements reflect total assets (after eliminating intra-group transactions) of Rs. 249,465,383 as at March 31, 2015; as well as the total revenue (after eliminating intra-group transactions) of Rs. 346,304,088 for the year ended March 31, 2015. These financial statements and other financial information have been audited by other auditors whose audit reports have been furnished to us, and our opinion in respect thereof is based solely on the audit reports of such other auditors. Our opinion is not modified in respect of this matter

Report on Other Legal and Regulatory Requirements

11. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

12. 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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c. the reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

d. the standalone financial statements dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;

e. in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended);

f. on the basis of the written representations received from the directors as on March 31, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164(2) of the Act;

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

i. as detailed in Note 33(a) to the standalone financial statements, the Company has disclosed the impact of pending litigations on its standalone financial position;

ii. the Company, as detailed in Note 34.1 to the standalone financial statements, has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts. The Company does not have any derivative contracts.

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

Annexure to the Independent Auditor's Report of even date to the members of A2Z Infra Engineering Limited (formerly known as A2Z Maintenance & Engineering Services Limited) on the financial statements for the year ended March 31, 2015

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of -three years, 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.

(ii) (a) The management has conducted physical verification of inventory 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 no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) The Company has granted unsecured loans to companies/ firms/ other parties covered in the register maintained under Section 189 of the Act; and with respect to the same:

(a) the principal amounts and interest thereon are repayable on demand and since the repayment of such loans has not been demanded, in our opinion, receipt of the principal amount and interest is regular; and

(b) in the absence of stipulated terms and conditions, we are unable to comment as to whether there is any overdue amount in excess of Rs. one lakh and whether reasonable steps have been taken by the Company for recovery of the principal amount and interest.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub- section (1) of Section 148 of the Act in respect of Company's products / services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) (a) Undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Name of the statute Nature of the dues Amount Period to (Rs.) which the amount relates

Employees' State Employee State 318,652 August, 2014 Insurance Act, 1948 Insurance

Employees Provident Provident Fund 2,788,147 December, 2013 Funds and to August, 2014 Miscellaneous Provisions Act, 1952

The Maharashtra State Professional Tax 16,450 June, 2012 Tax on Professions, Trades, Callings and Employments Acts, 1975.

Madhya Pradesh Professional Tax 455,605 July 2012 Professional Tax August 2014 Act, 1995



West Bengal State Professional Tax 9,916 December,2012 Tax on Professions, Trades, Callings and Employments Act, 1979

Orissa State Tax on Professional Tax 1,700 March, 2013 Professions, Trades, Callings And Employments Act, 2000

Name of the Statute Due date Date of payment

Employees' State Insurance Act, 1948 September Not yet paid 21, 2014

Employees Provident Funds and Miscellaneous Provisions Act, 1952 20th day of Not yet paid subsequent month

The Maharashtra State July 11.2012 Not yet Paid Tax on Professions, Trades, Callings and Employments Acts, 1975.

Madhya Pradesh 10th day of Not yet Paid Professional Tax subsequent Act, 1995 month



West Bengal State January 21,2013 Not yet Paid Tax on Professions, Trades, Callings and Employments Act, 1979

Orissa State Tax on April 30,2013 Not yet Paid Professions, Trades, Callings And Employments Act, 2000

(b) The dues outstanding in respect of income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess on account of any dispute, are as follows:

Name of the statute Nature of dues Amount Amount Paid (Rs.) Under Protest (Rs.)

Income Tax Act, 1961 Demand made under 199,216,987 - section 153A & 153B

Bihar Value Added Bihar Value Added 8,354,879 - Tax Act, 2005 Tax

Bihar Value Added 43,198,065 - Tax

Jharkhand Value Jharkhand Value 10,650,909 5,823,531 Added Tax Act, 2005 Added Tax

The West Bengal Value Works Contract Tax 65,310,875 5,000,000 Added Tax Act, 2003

West Bengal Value 101,939,698 17,500,000 Added Tax

Central Sales Tax 5,412,848 -

West Bengal Value 22,915,835 - Added Tax

The Maharashtra Value Central Sales Tax 13,142,012 - Added Tax Act, 2002

Maharashtra Value 180,178,725 - added Tax



Maharashtra Value 1,552,490 - added Tax

Central Sales Tax 15,406,040 -

Maharashtra Value 2,287,862 - added Tax

Central Sales Tax 22,598,531 -

AP Value Added Tax Andhra Pradesh Value 6,294,726 3,125,000 Act, 2005 added Tax

Delhi Value Added Tax Delhi Value Added Tax 11,376,623 - Act, 2004

The Madhya Pradesh Central Sales Tax 12,297,119 3,073,692 VAT Act, 2002

Central Sales Tax 8,995,531 -

Entry Tax 331,785 -

The Kerala Value Central Sales Tax 20,333,461 - Added Tax Act, 2003

Kerala Value Added 1,077,141 - Tax

Central Sales Tax 2,737,029 -



Name of the Statute Period to Forum where dispute which the is pending amount relates

Income Tax Act, 1961 AY-2009-10 Commissioner of Income Tax to 2013-14 (Appeals)-3, Gurgaon

Bihar Value Added 2010-11 Assessing Officer Commercial Tax Act,2005 tax, Bihar

2012-13 Honorable High Court, Patna

Jharkhand Value 2008-09 Remanded back to assessing Added Tax Act,2005 to 2011-12 authority, by Commissioner Commercial tax, Ranchi, Jharkhand

The West Bengal Value 2009-10 West Bengal Commercial Added Tax Act, 2003 Taxes Appellate & Provisional Board, Kolkata

2010-11 Joint Commissioner (Appeals), Sales tax

2010-11 Joint Commissioner (Appeals), Sales tax

2011-12 Additional Commissioner of Commercial tax (Appeals)

The Maharashtra Value 2007-08 Company is in the process of Added Tax Act,2002 filing appeal with the Joint Commissioner (Appeal), Mumbai, Maharashtra against the demand. Time limit for filing such appeal has not yet expired.

2008-09 Maharashtra Sales Tax Tribunal

2009-10 Joint Commissioner (Appeal), Mumbai, Maharashtra

2009-10 Joint Commissioner (Appeal), Mumbai, Maharashtra

2010-11 Joint Commissioner (Appeal), Mumbai, Maharashtra

2010-11 Joint Commissioner (Appeal), Mumbai, Maharashtra

AP Value Added Tax 2010-11 AP Sales Tax and VAT Act,2005 Appellate Tribunal, Hyderabad

Delhi Value Added Tax 2010-11 Special commissioner-II, Delhi Act,2004

The Madhya Pradesh 2011-12 Additional Commissioner (Appeal), VAT Act,2002 Indore, Madhya Pradesh

2012-13 Company is in the process of filing appeal with the Joint Commissioner, Indore, Madhya Pradesh against the demand. Time limit for filing such appeal has not yet expired.

2012-13 Company is in the process of filing appeal with the Joint Commissioner, Indore, Madhya Pradesh against the demand. Time limit for filling such appeal has not yet expired.

The Kerala Value 2010-11 Deputy Commissioner, Kochi, Kerala Added Tax ACT,2013

2010-11 Deputy Commissioner, Kochi, Kerala

2009-10 Deputy Commissioner, Kochi, Kerala

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under. Accordingly, the provisions of clause 3(vii)(c) of the Order are not applicable.

(viii)In our opinion, the Company has no accumulated losses at the end of the financial year. The Company has incurred cash losses in the current and the immediately preceding financial year.

(ix) There are no dues payable to debenture-holders. The Company has defaulted in repayment of dues to the banks and financial institutions as summarized below:

Banks

Due date Amount of Default (Rs.) Default in days

January 31, 2013 175,484 516 - 608

February 3, 2013 8,150,709 786

February 28, 2013 256,200 471 - 580

March 31, 2013 377,517 440 - 549

April 30, 2013 5,731,392 410 - 700

May 31, 2013 6,385,780 379 - 669

June 13, 2013 50,000,000 656

June 30, 2013 6,594,424 349 - 639

July 31, 2013 10,739,919 318 - 608

August 31, 2013 14,695,361 287 - 577

September 13, 2013 50,000,000 564

September 30, 2013 14,433,965 257 - 547

October 31, 2013 15,716,028 226 - 516

November 30, 2013 15,355,468 196 - 486

December 13, 2013 50,000,000 473

December 31, 2013 16,048,404 287 - 455

January 31, 2014 16,167,140 256 - 424

February 28, 2014 15,052,520 228 - 396

March 13, 2014 50,000,000 383

March 31, 2014 23,749,371 197 - 365

April 30, 2014 21,897,646 2 - 335

May 31, 2014 23,261,309 2 - 304

June 30, 2014 29,670,127 1 - 274

July 31, 2014 29,886,167 1 - 243

August 31, 2014 29,944,445 1 - 212

September 30, 2014 27,707,531 1 - 182

October 31, 2014 44,250,756 1 - 151

November 30, 2014 42,394,923 1 - 121

December 31, 2014 44,064,499 1 - 90

January 31, 2015 81,331,144 21 - 59

February 28, 2015 102,406,559 19 - 31



Financial institutions

Due date Amount of default Default in days

April 30, 2013 4,176,525 700 May 31, 2013 6,577,723 669

June 28, 2013 500,000,000 641

June 30, 2013 6,298,256 639

July 15, 2013 6,674,922 624

July 31, 2013 6,510,669 608

August 31, 2013 8,670,351 577

September 30, 2013 8,524,117 547

October 15, 2013 6,874,963 532

October 31, 2013 6,516,332 516 November 30, 2013 6,309,163 486

December 31, 2013 6,519,469 455

January 31, 2014 6,519,469 424

February 28, 2014 5,888,552 396

March 31, 2014 6,534,283 365

April 30, 2014 6,325,611 335

May 31, 2014 6,535,619 304

June 30, 2014 6,324,175 274 July 31, 2014 6,534,538 243

August 31, 2014 6,533,781 212

September 30, 2014 6,321,848 182

October 31, 2014 6,531,696 151

November 30, 2014 6,320,202 121

December 31, 2014 6,530,039 90

January 31, 2015 6,529,199 59

February 28, 2015 5,896,298 31

(x) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xii) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, except for certain thefts of materials amounting to Rs. 11,833,071, identified by management during the year as explained in Note No. 23.1 to the financial statements. The Company has filed FIRs in this reference and has also submitted claims for the aforesaid amount with the insurance company.

For Walker Chandiok & Co LLP

(formerly Walker, Chandiok & Co)

Chartered Accountants

Firm's Registration No.: 001076N/N500013



Sd/-

per Neeraj Sharma

Place:Gurgaon Partner

Date :May 26, 2015 Membership No.: 502103

---

Mar 31, 2014

1. We have audited the accompanying financial statements of A2Z Maintenance & Engineering Services Limited, ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and 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

2. Management is responsible for the preparation of these financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control 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.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. 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.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

6. As detailed in note 31 to the financial statement, the Company continues to carry deferred tax assets of Rs. 396,071,991 on items comprising unabsorbed losses and other timing differences between the accounting and taxable income, which, in view of the management, shall be realized on generation of taxable income in future years. However, in the absence of virtual certainty supported by convincing evidence of availability of sufficient future taxable income, recognition of deferred tax assets, in our opinion, is not consistent with the accounting principles as laid down under Accounting Standard 22, "Accounting for Taxes on Income" as notified under the Companies (Accounting Standards) Rules 2006. Had the Company reversed these deferred tax assets, the loss after tax for the year ended March 31, 2014 would have been higher and reserves and surplus as at March 31, 2014 would have been lower by Rs. 396,071,991, and deferred tax assets as at March 31, 2014 would have been lower by the same amount.

Qualified Opinion

7. 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 paragraph the 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:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

ii) in the case of Statement of Profit and Loss, of the loss for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date

Emphasis of Matter

8. We draw attention to note 44 to the financial statements which describes that the Company has incurred a net loss of Rs. 1,949,631,502 for the year ended March 31, 2014 and is currently facing liquidity problems. Management is evaluating various options and these conditions as set forth in the aforesaid note coupled with situation relating to Corporate Debt Restructuring Scheme, described in note 45 indicates the existence of a material uncertainty that may cast doubt on Company continuing as a going concern. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

10. As required by Section 227(3) of the Act, we report that:

a. we have 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 appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

c. we have received the reports on the accounts of the branch offices audited under section 228 by other auditors and have appropriately dealt with these while forming our audit opinion.

d. the financial statements dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;

e. Except for the effects of the matter described in the Basis of Qualified Opinion paragraph, in our opinion, the financial statements comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 ; and

f. on the basis of written representations received from the directors, as on March 31, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Other Matter

11. We did not audit the financial statements of certain branches, included in these financial Statements, whose financial statements reflect total assets (after eliminating intra-group transactions) of Rs. 262,816,339 as at March 31, 2014; as well as the total revenue (after eliminating intra-group transactions) of Rs. 385,077,833 for the year ended March 31, 2014. These financial statements and other financial information have been audited by other auditors whose audit reports have been furnished to us, and our opinion in respect thereof is based solely on the audit reports of such other auditors. Our opinion is not qualified in respect of this matter.

Annexure to the Independent Auditors'' Report of even date to the members of A2Z Maintenance & Engineering Services Limited, on the financial statements for the year ended March 31, 2014

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of --three years, 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) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The management has conducted physical verification of inventory 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 no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(b) to 4(iii) (d) of the Order are not applicable (e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Company has not entered into any contracts or arrangements referred to in Section 301 of the Act. Accordingly, the provisions of clause 4(v) of the Order are not applicable.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii)We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of Company''s products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays in a large number of cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they become payable

(b) The dues outstanding in respect of income-tax, sales- tax, wealth tax, service tax, custom duty, excise duty, cess on account of any dispute, are as follows: Name of the statute Nature of dues Amount Amount Paid (Rs.) Under Protest (Rs.)

West Bengal Value Works Contract tax 65,310,875 5,000,000 Added Tax Act, 2003

West Bengal Value West Bengal Value 101,939,698 17,500,000 Added Tax

West Bengal Central Central Sales Tax 5,412,848 - Sales Tax Act, 2003

Bihar Value Added Bihar Value Added 8,354,879 - Tax Act, 2005 Tax Jharkhand Value Jharkhand Value 10,650,909 5,823,531 Added Tax Act, 2005 Added Tax

Andhra Pradesh Value Andhra Pradesh 6,294,726 3,125,000 Added Tax Act, 2005 Value Added Tax

Maharashtra Value Maharashtra Value 180,178,725 - Added Tax Act, 2002 Added Tax

Maharashtra Value Maharashtra Value 1,552,490 - Added Tax Act, 2002 Added Tax

Maharashtra Value Central Sales Tax 15,406,040 - Added Tax Act, 2002

Name of the statute Period to Forum where dispute which the is pending amount relates

West Bengal Value 2009-10 Joint Commissioner appeals, Added Tax Act, 2003 Sales tax

West Bengal Value 2010-11 Joint Commissioner appeals, Act, 2003 Added Tax Sales tax

West Bengal Central 2010-11 Honorable High Court, Sales Tax Act, 2003 Kolkata

Bihar Value Added 2010-11 Remanded back to Assessing Tax Act, 2005 Officer by the Joint Commissioner Commercial tax (Appeal), Bihar

Jharkhand Value 2008-09 to Joint Commissioner, commercial Added Tax Act, 2005 2011-12 tax, Ranchi, Jharkhand

Andhra Pradesh Value 2010-11 Andhra Pradesh VAT Tribunal Added Tax Act, 2005

Maharashtra Value 2008-09 Maharashtra Sales Tax Tribunal Added Tax Act, 2002

Maharashtra Value 2009-10 Company is in the process of Added Tax Act, 2002 filing appeal with Joint Commissioner, Mumbai, Maharashtra against the demand. Time limit for filing such appeal has not yet expired.

Maharashtra Value 2009-10 Company is in the process of Added Tax Act, 2002 filing appeal with Joint Commissioner, Mumbai, Maharashtra against the demand. Time limit for filing such appeal has not yet expired.

(x) In our opinion, the Company has no accumulated losses at the end of the financial year. The Company has incurred cash losses in the current and the immediately preceding financial year.

(xi) There are no dues payable to or debenture-holders. The Company has defaulted in repayment of dues to the following banks or financial institutions:

a) Corporate Debt Restructuring Lenders with whom Master Restructuring Agreement have been signed:

The Corporate debt restructuring (CDR) proposal to re-structure existing debt obligations, including interest, additional funding and other terms (hereafter referred to as "the CDR Scheme") of the Company, having January 01, 2013 as the "cut- off date", was approved by the CDR Cell vide its Letter of Approval (LOA) dated December 28, 2013 as further modified dated February 03, 2014. Out of seventeen lenders, twelve lenders (herein after termed as ''CDR lenders'') agreed to be part of the CDR scheme.

Following is the summary of status of the loan, interest and restructuring done under the CDR scheme:

Nature of Amount Outstanding Restructured Amount (Rs. in Crore)

Term Loan 880,000,000 Since June First installment of the 2013 Principal repayment now falls due on March 31, 2015

Working 414,400,000 From January Working capital term Capital Limit 1, 2013 Loan (WCTL-1)-First to September installment of the 30, 2013 Principal repayment now falls due on March 31, 2015

Working 197,583,867 From June Working capital term Capital Limit 1, 2013 to Loan (WCTL-2)First November installment of the 30, 2013 Principal repayment of Rs. 5,00,00,000 now falls due on March 31, 2014 has been repaid on June 7, 2014 of Rs. 1,76,22,000 & Rs. 3,23,78,000 on June 11, 2014

Interest on 117,926,028 From the First installment into term Loan January 1, funded interest term loan 2013 to (FITL) of the FITL March repayment now falls due 31, 2014 on March 31, 2015

Interest on 380,219,020 From the First installment into Working January 1, funded interest term Capital loan 2013 to loan(FITL) of the FITL March repayment now falls due 31, 2014 on March 31, 2015

Nature of Date of restructuring Amount by the bank

Term Loan March 29, 2014 Working Restructuring Capital Limit date ranging from December 30, 2013 to March 31, 2014

Working December 31, 2013 Capital Limit

Interest on March 29, 2014 term Loan

Interest on Restructuring date Working ranging from Capital loan November 22, 2013 to March 31, 2014 b) Other Lenders:

Due date Amount (Rs.) Delay in days*

November 30, 2012 8,150,709 486

December 31, 2012 67,015 455

January 31, 2013 19,307,893 424

February 28, 2013 16,646,994 396

March 31, 2013 11,384,700 365

April 30, 2013 36,025,569 335

May 31, 2013 21,592,373 304

June 30, 2013 20,578,607 274

July 15, 2013 6,674,922 259

July 31, 2013 17,206,770 243

August 31, 2013 23,457,816 212

September 30, 2013 22,737,868 182

October 15, 2013 6,874,963 167

October 31, 2013 22,017,610 151

November 30, 2013 21,526,899 121

December 31, 2013 22,820,761 90

January 31, 2014 35,947,523 59

February 28, 2014 29,979,360 31

* Delay in number of days as at year end-

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment by the Company.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4 (xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, except for certain thefts of materials amounting to Rs. 63,042,251, identified by management during the year as explained in Note No. 23.1 to the financial statements. The company has initiated a legal action and has submitted claims for the aforesaid amount with the insurance company.

For Walker Chandiok & Co., LLP (formerly Walker, Chandiok & Co) Chartered Accountants Firm Registration No.: 001076N

Sd/- per Neeraj Sharma Place: Gurgaon Partner Date : May 30, 2014 Membership No.: 502103

---

Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying fnancial statements of A2Z Maintenance & Engineering Services Limited, ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Proft and Loss and Cash Flow Statement for the year then ended, and a summary of signifcant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these fnancial statements, that give a true and fair view of the fnancial position, fnancial performance and cash fows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fnancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these fnancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free from material misstatement.

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

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the fnancial 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:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

ii) in the case of Statement of Proft and Loss, of the loss for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash fows for the year ended on that date. Emphasis of Matter

7. We draw attention to:

(a) Note 20.2 to the fnancial statement regarding outstanding recoverable of Rs 64,381,729 and Rs 60,639,340, being deductions proposed/ made by the respective customers on invoices raised by the Company for services rendered, price escalations on certain supply items and certain other items. There exists however material uncertainty in respect of the collectability of the above receivables. Pending the fnal outcome of the matter, no adjustments have been made in these fnancial statements. Our audit report is not qualifed in respect of this matter.

(b) Note 45 to the fnancial statement which describes that the Company has incurred a net loss of Rs. 538,104,867 for the year ended March 31, 2013 and is currently facing acute liquidity problems. Management is evaluating various options and has applied for restructuring of its existing debt obligations, including interest and other related terms and conditions under the corporate debt restructuring program. These conditions as set forth in the aforesaid note indicates the existence of a material uncertainty that may cast signifcant doubt on Company continuing as a going concern. Our audit report is not qualifed in respect of this matter.

Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditor’s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the Order.

9. As required by Section 227(3) of the Act, we report that:

a. we have 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 appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

c. we have received the reports on the accounts of the branch offces audited under section 228 by other auditors and have appropriately dealt with these while forming our audit opinion.

d. the fnancial statements dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;

e. in our opinion, the fnancial statements comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act; and

f. on the basis of written representations received from the directors, as on March 31, 2013 and taken on record by the Board of Directors, none of the directors is disqualifed as on March 31, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

Other Matter

(c) We did not audit the fnancial statements of two branches, included in these fnancial statements, whose fnancial statements refect total assets of Rs. 291,692,451 as at March 31, 2013, total revenues of Rs 432,982,332 and cash outfows of Rs 11,567,697 for the year ended March 31, 2013. These fnancial statements have been audited by the branch auditor whose report has been furnished to us and our opinion in respect thereof is based solely on his report. Our audit report is not qualifed in respect of this matter.

Annexure to the Independent Auditors’ Report of even date to the members of A2Z Maintenance & Engineering Services Limited, on the fnancial statements for the year ended March 31, 2013

Based on the audit procedures performed for the purpose of reporting a true and fair view on the fnancial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fxed assets.

(b) The Company has a regular program of physical verifcation of its fxed assets under which fxed assets are verifed in a phased manner over a period of three years 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 verifcation.

(c) In our opinion, a substantial part of fxed assets has not been disposed off during the year.

(ii) (a) The management has conducted physical verifcation of inventory at reasonable intervals during the year.

(b) The procedures of physical verifcation 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 no material discrepancies between physical inventory and book records were noticed on physical verifcation.

(iii) (a) The Company has granted unsecured loans to two parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 170,976,132 and the year-end balance is Rs. 170,976,132.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of loans given, the principal and interest amounts are repayable on demand and since the repayment of such loans and interest thereon has been made whenever demanded, in our opinion, repayment of the principal and interest amounts is regular.

(d) There is no overdue amount in respect of loans granted to such companies.

(e) The Company has not taken any loans, secured or unsecured from companies, frms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fxed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Company has not entered into any contracts or arrangements referred to in Section 301 of the Act. Accordingly, the provisions of clause 4(v) of the Order are not applicable.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act in respect of Company’s products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales- tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been signifcant delays in a large number of cases. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Name of the stat- Nature of Amount Period to which ute the dues (Rs) the amount relates

Finance Act, 1994 Service Tax 8,602,339 2012-13

Finance Act, 1994 Service Tax 9,730,720 2012-13

Finance Act, 1994 Service Tax 7,044,748 2012-13

Finance Act, 1994 Service Tax 5,163,623 2012-13

Finance Act, 1994 Service Tax 3,448,106 2012-13

Name Due Date Date of Payment

Finance Act, 1994 May 5, 2012 Not yet paid

Finance Act, 1994 June 5, 2012, Not yet paid

Finance Act, 1994 July 5, 2012 Not yet paid

Finance Act, 1994 August 5, 2012 Not yet paid

Finance Act, 1994 September 5, 2012 Not yet paid

(x) In our opinion, the Company has no accumulated losses at the end of the fnancial year and it has not incurred cash losses in the immediately preceding fnancial year; however, in the current fnancial year, the Company has incurred cash losses.

(xi) There are no dues payable to fnancial institutions or debenture-holders. The Company has defaulted in repayment of dues to banks as follows:

*Delay in number of days as at year end (xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual beneft fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or fnancial institutions are not, prima facie prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. The management of the Company has disclosed the end use of monies raised by public issue in the previous year / earlier years in the current year fnancial statements and the same has been verifed by us.

(xxi) According to the information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by the Company noticed or reported during the course of our audit except for theft by unidentifed individuals of materials amounting to Rs. 29,171,477 and of cash amounting to Rs. 3,820,131 reported during the year as referred to in Note No. 23.1 of the fnancial statements. The impact whereof is also explained in the said Note.

For Walker, Chandiok & Co

Chartered Accountants

Firm Registration No.: 001076N Sd/-

per Neeraj Sharma

Place: Gurgaon Partner

Date: May 29, 2013 Membership No.: 502103

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of A2Z Maintenance & Engineering Services Limited ('the Company'), as at March 31, 2012, and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto (collectively referred as the 'financial statements'). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 ('the Order') (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 ('the Act'), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

4. We did not audit the financial statements of a branch, included in these financial statements, whose financial statements refect total assets of Rs. 192,074,450 as at March 31, 2012, total revenues of Rs 496,020,017 and cash outflows of Rs 9,227,717 for the year ended March 31, 2012. These financial statements have been audited by the branch auditor whose report has been furnished to us and our opinion in respect thereof is based solely on his report.

5. Without qualifying our opinion, we draw attention to Note 20.2 to the financial statements regarding outstanding recoverable of Rs 64,381,729 and Rs 60,639,340, being deductions proposed/ made by the respective customers on invoices raised by the Company for services rendered, price escalations on certain supply items and certain other items. There exists however material uncertainty in respect of the collectability of the above receivables. Pending the final outcome of the matter, no adjustments have been made in these financial statements.

6. Further to our comments in the Annexure referred to above, we report that:

(a) We have 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 and proper returns adequate for the purposes of our audit have been received from the branch not visited by us. The branch auditors' report has been forwarded to us and has been appropriately dealt with;

(c) The financial statements dealt with by this report are in agreement with the books of account and with the returns received from the branch not visited by us;

(d) On the basis of written representations received from the directors, as on March 31, 2012 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(e) In our opinion and on consideration of report of the other auditor on the branch's separate financial statements and on the other financial information and to the best of our information and according to the explanations given to us, the financial statements dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act and 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, in the case of:

(i) the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

(ii) the Statement of Profit and Loss, of the Profit for the year ended on that date; and

(iii) the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to the Auditors' Report of even date to the members of A2Z Maintenance & Engineering Services Limited, on the financial statements for the year ended March 31, 2012 Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets under which fixed assets are verified in a phased manner over a period of three years 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) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The management has conducted physical verification of inventory 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 no material discrepancies were noticed on physical verification.

(iii) (a) The Company has granted unsecured loans to three parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 632,500,000 and the year-end balance is Rs. Nil.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the Company.

(c) In respect of loans given, the principal and interest amounts are repayable on demand and since the repayment of such loans and interest thereon has been made whenever demanded, in our opinion, repayment of the principal and interest amounts is regular.

(d) There is no overdue amount in respect of loans granted to such companies.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) The Company has not entered into any contracts or arrangements referred to in Section 301 of the Act. Accordingly, the provisions of clause 4(v) of the Order are not applicable.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

(viii) According to the information and explanations provided to us, the Companies (Cost Accounting Records) Rules 2011 have become applicable to the Company during the current year; however, no specific formats for the maintenance of the cost records have been prescribed under the said rules. The management believes that the cost records currently maintained by the Company provide the information required under the said rules. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities, though there has been a slight delay in a few cases. No undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable.

(b) The dues outstanding in respect of sales-tax, income-tax, custom duty, wealth-tax, excise duty, cess on account of any dispute, are as follows:

Name of the statute Nature of dues Gross Amount amount of deposited dispute (Rs) (Rs)

West Bengal Value Works Con- 5,874,275 5,000,000 Added Tax Act, 2003 tract tax

West Bengal Value Works Con- 40,718,046 17,500,000 Added Tax Act, 2003 tract tax

Bihar Value Added Bihar Value 8,354,879 2,160,881 Tax Act, 2005 Added Tax

Jharkhand Value Jharkhand 10,650,909 - Added Tax Act, 2005 Value Added Tax

Andhra Pradesh Andhra 6,294,816 1,335,764 Value Added Tax Pradesh Value Act, 2005 Added Tax



Name of the Statue Period to Forum where dispute which the is pending amount relates

West Bengal Value Added Tax Act, 2003 2009-10 Joint Commissioner, Sales Tax

West Bengal Value Added Tax Act, 2003 2010-11 Joint Commissioner, Sales Tax

Bihar Value Added Tax Act, 2005 2010-11 Joint commissioner, commercial tax (Appeal), Bihar

Jharkhand Value Added Tax Act, 2005 2008-09 to Commissioner. 2011-12 Commercial tax, Ranchi, Jharkhand

Andhra Pradesh Value Added Tax Act, 2005 2010-11 Appellate Deputy commissioner (CT), Vishakhapatnam

(x) In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

(xi) In our opinion, the Company has not defaulted in repayment of dues to a financial institution or a bank or debenture-holders during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) In our opinion, the terms and conditions on which the Company has given guarantee for loans taken by others from banks or financial institutions are not, prima facie, prejudicial to the interest of the Company.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. The management of the Company has disclosed the end use of monies raised by public issue in the previous year / earlier years in the current year financial statements and the same has been verifed by us.

(xxi) We have been informed that theft by unidentified individuals of materials amounting to Rs. 38,560,431 and of cash amounting to Rs. 21,500 has been reported during the year as referred to in Note No. 23.1 of the financial statements. Other than this, based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Walker, Chandiok & Co

Chartered Accountants

Firm Registration No.: 001076N

Sd/- per Rajesh Jain Place : Gurgaon Partner

Date : August 23, 2012 Membership No.: 81203

---

Mar 31, 2011

(Formerly known as A2Z Maintenance & Engineering Services Private Limited)

1. We have audited the attached Balance Sheet of A2Z Maintenance & Engineering Services Limited ('the Company') as at March 31, 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. We did not audit the financial statements of a branch of the Company registered in Uganda, whose financial statements refect total assets of Rs. 147,825,813 as at March 31, 2011, the total revenue of Rs. 85,719,134 and cash infows amounting to Rs. 22,426,310 for the year then ended. The financial statements and other financial information of branch not audited by us have been audited by other auditors whose report has been furnished to us, and our opinion in so far as it relates to the amounts included for such branch is based solely on the report of the other auditor.

4. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specifed in paragraphs 4 and 5 of the said Order.

5. Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us. The Branch Auditor's Report have been forwarded to us and have been appropriately dealt with;

iii. The balance sheet, profit and loss account and cash fow statement dealt with by this report are in agreement with the books of account and with the audited returns from the branches;

iv. In our opinion, the balance sheet, profit and loss account and cash fow statement dealt with by this report, comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

v. On the basis of the written representations received from the directors, as on March 31, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualifed as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

vi. In our opinion and on consideration of reports of the other auditor on the branch's separate financial statements and on the other financial information and to the best of our information and according to the explanations given to us, the said accounts, give the information required by the Companies Act, 1956, 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, 2011;

b) in the case of the profit and loss account, of the profit for the year ended on that date; and

c) in the case of cash fow statement, of the cash fows for the year ended on that date.

Annexure referred to in paragraph 4 of our report of even date Re: A2Z Maintenance & Engineering Services Limited ('the Company')

(Formerly known as A2Z Maintenance & Engineering Services Private 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 verifed 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. As informed, no material discrepancies were noticed on such verification.

(c) There was no disposal of a substantial part of fixed assets during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year. Inventories lying with outside parties have been confrmed by them as at the year end.

(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 no material discrepancies were noticed on physical verification.

(iii) (a) According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and accordingly, paragraphs 4(iii) (a), (b), (c) and (d) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company and hence not commented upon.

(b) The Company had taken loan from a partnership firm covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 366,471,232 and the year-end balance of loan taken from such party was Rs. Nil.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loan is not prima facie prejudicial to the interest of the Company.

(d) The loan taken was re-payable on demand. As informed to us, the lenders have demanded repayment of such loan during the year which has been repaid and thus, there has been no default on the part of the Company. The payment of interest was regular.

(iv) As per the information and explanations given to us, certain project materials and fixed assets purchased are of specialized nature for which comparable prices are not available. Read with the above, in our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public. Therefore, the provisions of clause 4(vi) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the Company.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441 A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of the Nature of dues Amount Period to which the Forum where dispute is pending

statute (Rs.) amount relates

Bihar Value Added Sales tax dues 9,700,638 2009-10 Joint Commissioner of Tax Act, 2005 Commercial Taxes (Appeals)

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) 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 a financial institution or banks. The Company has no outstanding dues in respect of debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has given guarantee for loans and facilities taken by subsidiaries from banks, the terms and conditions whereof in our opinion are not prima-facie prejudicial to the interest of the Company. According to the information & explanation given to us, there are no other guarantees given by the Company for loans taken by others from bank or financial institutions.

(xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) Based on information and explanations given to us by the management, we have verifed that the end use of money raised by public issues is as disclosed in the notes to the financial statements.

(xxi) We have been informed that theft by unidentifed individuals of materials amounting to Rs. 19,292,915 has been reported during the year as referred to in Note No. 8 of Schedule 22 of the financial statements the impact whereof is explained in the said Note. Other than this, based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S.R. BATLIBOI & ASSOCIATES

Firm Registration No. 101049W

Chartered Accountants

Sd/-

per SANJAY VIJ

Place : Gurgaon Partner

Date : May 30, 2011 Membership No.: 95169