Auditor Report of Knowledge Marine & Engineering Works Ltd.

Mar 31, 2025

We have audited the accompanying Standalone Financial Statements of Knowledge Marine & engineering works Limited
("the Company”), which comprise the Balance Sheet as at 31st March, 2025, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on 31st
March, 2025, and a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone
Financial Statements give the information required by the Companies Act, 2013 ("the Act”) in the manner so required and give
a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS”) and other accounting principles generally
accepted in India, of the state of affairs of the Company as at 31st March, 2025, the profit and loss total comprehensive income,
changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs), as specified under Section 143(10) of the Act.
Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial
Statement section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of
the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone
Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone
Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

a. Capitalization of Property, Plant and Equipment (Refer Note No. 1 and Note A - Significant Accounting Policies
Clause 1.24 of the Standalone Financial Statements)

Given the company is in an expansion phase, the recognition and measurement of Property, plant and equipment are
pivotal to the financial statements as it is crucial to support the growth strategy. These assets are capitalized once the
assets are ready for use as intended by the management and are initially recorded at cost directly attributable for bringing
the asset into its intended use. Subsequently, they are measured at cost less accumulated depreciation and impairment
loss, if any. As a result, the aforesaid matter was determined to be a key audit matter.

How the matter was addressed in our audit:

Our audit procedures to assess the accounting for Property, Plant and Equipment (PPE) included the following.

i. Assessing the company''s policies and procedure for the initial recognition and measurement of PPE to ensure
compliance with IND AS 16 ''Property, Plant and Equipment''.

ii. Conducting detailed testing to verify the accuracy of PPE measurements. This included reviewing supporting
documentation for verification of cost of acquisition or construction and ownership of PPE.

iii. Assessing the appropriateness of depreciation methods and the reasonableness of useful lives applied to PPE.

iv. Reviewing the disclosure requirements related to PPE in the financial statements, including accounting policies,
depreciation methods and significant assumptions.

b. Capital Work- in-Progress Refer Note No. 1 and Note A - Significant Accounting Policies Clause 1.24 of the
Standalone Financial Statements)

In the expansion phase, the Company has made substantial investment in Capital work-in-progress (CWIP), which
comprises vessels currently under construction. The company has invested Rs. 101.30 Crores during F.Y. 2024-25 which
compared to last year was Rs.12.40 Crore as per standalone financial statements for F.Y. 2023-24. Given the substantial
magnitude and strategic importance of these CWIP investments, there are inherent challenges related to accurate
recognition, measurement and disclosure of these assets in the financial statements

How the matter was addressed in our audit:

Our audit procedures to assess the accounting for CWIP included the following.

i. Evaluation of the completeness and accuracy of the project cost capitalized as CWIP. This includes reviewing
invoices, contracts, and other supporting documentation.

ii. Ensuring the cost capitalized meets the recognition criteria as per IND AS 16 ''Property, Plant and Equipment''.

iii. Evaluation of effectiveness of internal controls over capitalization of project costs.

iv. Reviewing the disclosure requirement for capital WIP in the financial statements.

c. Guarantees Issued to Group Companies (Refer Point No. 1 - Statement of Contingent Liabilities of Note No. B -
Additional Notes to the Financial Statements of Standalone Financial Statements)

During the previous financial years, Knowledge Marine & Engineering Works Limited had given a corporate guarantee
of Rs.52 crores to HDFC Bank Ltd for the loans availed by its Associate / Subsidiary Company viz., KMEW Offshore Private
Limited and its wholly owned subsidiary company viz., Knowledge Marine Co. W.L.L.

How the matter was addressed in our audit:

Our audit procedures to assess the accounting for Corporate Guarantees included the following.

1. Review contractual agreements: Obtained and reviewed the agreements and contracts that outline the terms and
conditions of the guarantees issued by the company.

2. Assess the nature of the guarantee: Determine if the guarantee is a corporate guarantee, a performance guarantee,
or a related party guarantee since different types may require different accounting treatment and disclosure.

3. Ensuring the treatment for recognition criteria is as per IND AS 109 ''Financial Instruments''

4. Reviewing the disclosure requirements for Corporate Guarantee in the financial statements.

Information other than the Financial Statements and Auditor''s Report thereon.

Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises
the information included in the Management Discussion & Analysis, Board''s Report including Annexure to Board''s Report,
Corporate Governance Report but does not include the Standalone Financial Statements and our auditor''s report thereon.

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

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

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

Management''s and Board of Directors'' Responsibility for the Standalone Financial Statements

Company''s Management and 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 and presentation of these standalone financial statements in term
of the requirements of the Act that give a true and fair view of the financial position, changes in equity, profit and
loss (financial performance), and cash flows of the Company in accordance with the accounting principles generally
accepted in India, and as per Indian GAAP 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 the 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, which have been used for
the purpose of preparation of the financial statements by the Management and Directors of the Company, as aforesaid.

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

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

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

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for
expressing our opinion on whether the company has adequate internal financial controls system in place and the
operating effectiveness of such controls.

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

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements for the year ended 31st March 2025 and are therefore the key audit
matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.

Report on Other Legal and Regulatory Requirements

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

2) Further, as required by Section 143 (3) of the Act, based on our audit report, we report, to the extent applicable to
that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit of the aforesaid financial statements;

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid standalone
financial statements have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Cash flow
statement and statement of changes in equity dealt with by this Report are in agreement with the books of
account and returns (as per sub section 143(3));

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards
(Ind AS) prescribed under Section 133 of the Act.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate report in "Annexure B”. Our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company''s Internal Financial Controls
over financial Reporting.

g) In our opinion, the managerial remuneration for the year ended March 31,2025 has been paid/provided by the
Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act; and.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone
financial statements - Refer Note B (1) to the standalone financial statements;

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

iii. During the year, no amounts were required to be transferred to the Investor Education and Protection
Fund by the Company. So, the question of delay in transferring such sums does not arise.

iv.

a) The management has represented that, to the best of its knowledge and belief, other than as
disclosed in the notes to accounts to the standalone financial statements, no funds have been
advanced or loaned or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any other person or entity, including foreign
entities ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, no funds have been
received by the Company from any person or entity, including foreign entities ("Funding Parties”),
with the understanding, whether recorded in writing or otherwise, that the Company shall, whether,
directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed that have been considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (a) and (b) contain any material misstatement.; and

v. The Company has not declared or paid any dividend during the year.

vi. Based on our examination which included test check, the Company has used accounting software for
maintaining its books of account for the financial year ended March 31, 2025 which has a feature of
recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software system. Further, during the course of our audit we did not come
across any instance of the audit trail feature being tampered with, and the audit trail has been preserved
by the Company as per the statutory requirements for record retention.

For LKJ And Associates LLP Ramesh Luharuka

Chartered Accountants Partner

FRN No. 105662W / W100174 Membership No: 031765

Place: Mumbai UDIN - 25031765BMMKCC7073

Date - 30th May 2025

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Mar 31, 2024

To the Members of Knowledge Marine & Engineering Works Limited Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying financial statements of Knowledge Marine & Engineering Works Limited ("the Company"), which comprise the Balance Sheet as at March 31,2024, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and notes to the Financial Statements, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (''Act''), as amended in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2024, the profit / loss account and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs), as specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statement section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Key Audit Matters

Key Audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there are no key audit matters to communicate in our report.

Information other than the Financial Statements and Auditor''s Report thereon.

Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion & Analysis, Board''s Report including Annexure to Board''s Report, Corporate Governance Report but does not include the Standalone Financial Statements and our auditor''s report thereon.

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

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

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

Management''s and Board of Directors'' Responsibility for the Standalone Financial Statements

Company''s Management and 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 and presentation of these standalone financial statements in term of the requirements of the Act that give a true and fair view of the financial position, profit and loss (financial performance), and

cash flows of the Company in accordance with the accounting principles generally accepted in India, and as per Indian GAAP 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 the 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, which have been used for the purpose of preparation of the financial statements by the Management and Directors of the Company, as aforesaid.

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

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

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

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

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)® of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended 31^st March 2024 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2020 ("the Order”) issued by the Central Government of India in terms of Section 143 (11) of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give in Annexure "A" a statement on the matters specified in the said order, to the extend applicable.

2) Further, as required by Section 143 (3) of the Act, based on our audit report, we report, to the extent applicable to that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid financial statements;

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid standalone financial statements have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the standalone financial statements;

d) In our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2014, as amended;

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B” Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s Internal Financial Controls over financial Reporting.

g) In our opinion, the managerial remuneration for the year ended March 31, 2024 has been paid/provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act; and.

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

i. Company does not have any pending litigations which would impact its financial position.

ii. Company does not have any long term contracts including derivative contracts for which there were any material foreseeable losses, and

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

iv.

a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to accounts to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entities ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entities ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (a) and (b) contain any material misstatement.; and

v. The Company has not declared or paid any dividend during the year.

vi. Based on our examination, the Company has used an accounting software for maintaining its books of account which though had a feature of recording audit trail (data & edit log) facility and the same was not operated / enabled throughout the year by the Company. Hence, we are unable to comment on any changes.

For LKJ & Associates LLP

Chartered Accountants FRN No. 105662W / W100174

Ramesh Luharuka

Partner

Place: Mumbai Membership No: 031765

Date - 28^th May, 2024 UDIN - 24031765BKEWIR7702

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Mar 31, 2023

Independent Auditor''s Report

To the Members of

Knowledge Marine & Engineering Works Limited

Report on the Audit of the Standalone Financial

Statements

Opinion

We have audited the accompanying financial statements
of Knowledge Marine & Engineering Works Limited ("the
Company"), which comprise the Balance Sheet as at March
31, 2023, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended, and notes to the Financial
Statements, including a summary of the significant accounting
policies and other explanatory information (hereinafter
referred to as "the standalone financial statements").

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
financial statements give the information required by the
Companies Act, 2013 (''Act''), as amended in the manner so
required and give a true and fair view in conformity with
the Indian Accounting Standards prescribed under section
133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended, and other accounting
principles generally accepted in India, of the state of affairs of
the Company as at March 31, 2023, the profit / loss account
and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards
on Auditing (SAs), as specified under Section 143(10) of the
Act. Our responsibilities under those Standards are further
described in the Auditor''s Responsibilities for the Audit of the
Financial Statement section of our report. We are independent
of the Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India (ICAI)
together with the ethical requirements that are relevant to our
audit of the financial statements under the provisions of the
Act and the rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis
for our opinion on the financial statements.

Key Audit Matters

Key Audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
financial statements of the current period. These matters
were addressed in the context of our audit of the standalone
financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these
matters. We have determined that there are no key audit
matters to communicate in our report.

Information other than the Financial Statements and
Auditor''s Report thereon.

Company''s Board of Directors is responsible for the
preparation of the other information. The other information
comprises the information included in the Management
Discussion & Analysis, Board''s Report including Annexure to
Board''s Report, Corporate Governance Report but does not

include the Standalone Financial Statements and our auditor''s
report thereon.

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

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

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

Management''s and Board of Directors'' Responsibility for
the Standalone Financial Statements

Company''s Management and 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 and
presentation of these standalone financial statements in term
of the requirements of the Act that give a true and fair view of
the financial position, profit and loss (financial performance),
and cash flows of the Company in accordance with the
accounting principles generally accepted in India, and as
per Indian GAAP 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 the 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, which have been used for the purpose of
preparation of the financial statements by the Management
and Directors of the Company, as aforesaid.

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

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

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

Our objectives are to obtain reasonable assurance about

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

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

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

• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Companies Act, 2013, we are also responsible
for expressing our opinion on whether the company has
adequate internal financial controls system in place and
the operating effectiveness of such controls.

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

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

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

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

during our audit.

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

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the financial statements for the
year ended 31st March 2023 and are therefore the key audit
matters. We describe these matters in our auditor''s report
unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our
report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest
benefits of such communication.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order,
2020 ("the Order") issued by the Central Government of India
in terms of Section 143 (11) of the Act, and on the basis of
such checks of the books and records of the Company as we
considered appropriate and according to the information and
explanation given to us, we give in Annexure "A" a statement
on the matters specified in the said order, to the extend
applicable.

2) Further, as required by Section 143 (3) of the Act, based
on our audit report, we report, to the extent applicable to that:

a) We have sought and obtained all the information
and explanations which to the best of our knowledge
and belief were necessary for the purposes of our
audit of the aforesaid financial statements;

b) In our opinion, proper books of account as required
by law relating to preparation of the aforesaid
standalone financial statements have been kept
by the Company so far as it appears from our
examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement dealt with by this
Report are in agreement with the relevant books of
account maintained for the purpose of preparation
of the standalone financial statements;

d) In our opinion, the aforesaid Financial Statements
comply with the Accounting Standards specified
under Section 133 of the Act, read with Companies
(Indian Accounting Standards) Rules, 2014, as
amended;

e) On the basis of written representations received from
the Directors as on 31st March 2023 taken on record
by the Board of Directors, none of the Directors
is disqualified as on 31st March 2023 from being
appointed as a director in terms of Section 164(2) of
the Act;

f) With respect to the adequacy of the internal financial
controls over financial reporting of the Company and

the operating effectiveness of such controls, refer
to our separate report in "Annexure B". Our report
expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company''s
Internal Financial Controls over financial Reporting.

g) In our opinion, the managerial remuneration for the
year ended March 31,2023 has been paid/provided
by the Company to its directors in accordance with
the provisions of section 197 read with Schedule V to
the Act; and.

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

i. Company does not have any pending litigations
which would impact its financial position.

ii. Company does not have any long term contracts
including derivative contracts for which there
were any material foreseeable losses, and

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

iv. a) The management has represented that, to

the best of its knowledge and belief, other
than as disclosed in the notes to accounts
to the standalone financial statements, no
funds have been advanced or loaned or
invested (either from borrowed funds or
share premium or any other sources or kind
of funds) by the Company to or in any other
person or entity, including foreign entities
("Intermediaries"), with the understanding,
whether recorded in writing or otherwise,
that the Intermediary shall, whether,
directly or indirectly lend or invest in other

persons or entities identified in any manner
whatsoever by or on behalf of the Company
("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of
the Ultimate Beneficiaries;

b) The management has represented that, to
the best of its knowledge and belief, no
funds have been received by the Company
from any person or entity, including
foreign entities ("Funding Parties"), with the
understanding, whether recorded in writing
or otherwise, that the Company shall,
whether, directly or indirectly, lend or invest
in other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Party ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries; and

c) Based on such audit procedures performed
that have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused us
to believe that the representations under
sub-clause (a) and (b) contain any material
misstatement.; and

v. The Company has not declared or paid any
dividend during the year

For R V Luharuka & Co LLP

Chartered Accountant
FRN: 105662W/W100174

Ramesh Luharuka

Partner

Date: 30th May 2023 Mem No. 031765

Place : Mumbai UDIN - 23031765BGYSSP5352