To

The Members of

Talbros Engineering Limited

Faridabad (Harvana')

Opinion:

We have audited the accompanying Ind AS Financial Statements of TALBROS ENGINEERINGLIMITED ("the Company") which comprises the Balance Sheet as at March312022 the Statement of Profit and Loss the Statement of changes in Equity and theStatement of Cash Flows for the year ended on that date and a summary of significantaccounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS Financial Statements give the information required bythe Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Accounting Standards prescribe under section 133 ofthe Act read with the Companies (Accounting Standards) Rules 2015 as amended("AS") and other accounting principles generally accepted in India of the stateof affairs of the Company as at March 312022 the profit changes in equity and its cashflows for the year ended on that date.

Basis for Opinion:

We conducted our audit of the Ind AS Financial Statements in accordance with theStandards on Auditing specified under section 143(10) of the Act. Our responsibilitiesunder those Standards are further described in the Auditor's Responsibility for the Auditof Financial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the I nstitute of Chartered Accountants ofIndia (ICAI) together with the ethical requirements that are relevant to our audit of theInd AS Financial Statements under the provision of the Act and Rules made there under andwe have fulfilled our other ethical responsibilities in accordance with these requirementsand the ICAI's Code of Ethics. We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for our audit opinion on the Ind ASFinancial Statements.

Key Audit Matters:

Key audit matters are those matters that in our professional judgement were of mostsignificant in our audit of the Ind AS Financial Statements of the current period. Thesematters were addressed in the context of our audit of the financial statement as a wholeand in forming our opinion thereon and we do not provide a separate opinion on thesematters. In the audit of the current period we have not have observed any key auditmatters required to be reported separately.

Information Other than the Ind AS Financial Statements and Auditor's Report Thereon:

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexure to Board's Report CorporateGovernance and Shareholder's Information but does not include the Ind AS FinancialStatements and our auditor's report thereon.

Our opinion on the Ind AS Financial Statements does not cover the other information andwe do not express any form of assurance conclusion thereon.

In connection with our audit of the Ind AS Financial Statements our responsibility isto read the other information and in doing so consider whether the other information ismaterially inconsistent with the Ind AS Financial Statements or our knowledge obtainedduring 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 materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

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

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese Ind AS Financial Statements that give a true and fair view of the financialposition financial performance changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 and the Companies (Accounting Standards) Rules 2015 asamended.

This responsibility also includes the maintenance of adequate accounting records inaccordance with the provision of the Act for safeguarding of the assets of the Company andfor preventing and detecting the frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial control that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Ind AS Financial Statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the financial statement the management and the Board of Directors isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company orto ceaseoperations or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company's financial reportingprocess.

Auditor's Responsibility tor the Audit ot the Financial Statement:

Our objectives are to obtain reasonable assurance about whether the Ind AS FinancialStatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these Ind AS Financial Statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional scepticism throughout the audit. We also:

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

• Obtain an understanding of internal financial control relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe Ind AS Financial Statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. Flowever future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the Ind AS FinancialStatements including the disclosures and whether the Ind AS Financial Statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the Ind AS Financial Statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the Ind AS Financial Statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of ouraudit work and in evaluating the results of our work; and (ii) to evaluate the effect ofany identified misstatements in the Ind AS Financial Statements.

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

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

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

Report on Other Legal and Regulatory Requirements:

1. As required by section 143(3) of the Act based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the bestof 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 theCompany so far as appears from our examination of those books;

c) The Balance Sheet the Statement of Profit and Loss Statement of Changes in Equityand the Statement of Cash Flow dealt with by this Report are in agreement with the booksof account.

d) In our opinion the aforesaid Ind AS Financial Statements comply with the ASspecified under Section 133 of the Act.

e) On the basis of written representations received from the directors as on March 312022 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2022 from being appointed as a director in terms of section 164(2) of theAct.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure A". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rule 2014 as amended in ouropinion and to the best of our information and according to the explanation given to us

i) The Company does not have any pending litigation which would impact its Financialposition;

ii) The Company did not have any long-term contracts including derivative contracts forwhich they were any material foreseeable losses under the applicable law or accountingstandards.

iii) There has been no delay in transferring amounts if applicable required to betransferred to the Investor Education and Protection Fund by the Company.

iv) (a) The Management has represented that to the best of its knowledge and beliefother than as disclosed in note 38b to the accounts no funds have been advanced or loanedor invested (either from borrowed funds or share premium or any other sources or kind offunds) by the Company to or in any other persons or entities including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall directly or indirectly lend or invest in otherpersons or entities identified in any manner whatsoever ("UltimateBeneficiaries") by or on behalf of the Company or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented that to the best of its knowledge and belief asdisclosed in note 38b to the accounts no funds have been received by the Company from anypersons or entities including foreign entities ("Funding Parties") with theunderstanding whether recorded in writing or otherwise that the Company shall directlyor indirectly lend or invest in other persons or entities identified in any mannerwhatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Parties orprovide any guarantee security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and (ii) of Rule 11(e) contain anymaterial misstatement.

v) The final dividend paid by the Company during the current year in respect of thesame declared for the previous year is in accordance with section 123 of the Companies Act2013. As stated in notes to the financial statements the Board of Directors of theCompany have proposed final dividend for the current year which is subject to the approvalof the members at the ensuing Annual General Meeting. The dividend declared is inaccordance with section 123 of the Act.

2. 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 ofthe Act we give in the "Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

Report on the Internal Financial Controls over financial reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

(Referred to in paragraph 1 (f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report to the Members of TALBROS ENGINEERING LIMITED of evendate)

We have audited the internal financial controls over financial reporting of TALBROSENGINEERING LIMITED ( "the Company") as of March 31 2022 in conjunctionwith our audit of the Ind AS Financial Statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required underthe Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the Ind AS Financial Statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting of the Company.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of Ind AS Financial Statements for external purposes in accordance withgenerally accepted accounting principles. A Company's internal financial control overfinancial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of Ind AS Financial Statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance with authorizations of management and directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the Company's assets that could have amaterial effect on the Ind AS Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2022 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia (ICAI).

ANNEXURE - B TO THE INDEPENDENT AUDITOR S REPORT:

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' section of our report to the Members of TALBROS ENGINEERING LIMITED of evendate). We report that:

(i) (a) (A) The Company has maintained proper records showing full particularsincluding quantitative details and situation of Property Plant and Equipment.

(B) The Company has maintained proper records showing full particulars of intangibleassets.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company physical verification of its Property Plantand Equipment by which all Property Plant and Equipment are carried out by the company atreasonable intervals. No material discrepancies have been noticed on such verificationduring the year.

(c) Title deeds of all the immovable properties are held in the name of the Company.The Company does not have any immovable properties (other than properties where theCompany is the lessee and the lease agreements are duly executed in favor of the lessee).

(d) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not revalued its propertyplant and equipment (including right of use assets) or intangible assets or both duringthe year.

(e) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there are no proceedings initiated or pendingagainst the Company for holding any benami property under the Benami Transactions(Prohibition) Act 1988 and rules made thereunder.

(ii) (a) As explained to us the inventory has been regularly verified during the yearand the frequency of such verification is reasonable. As far as we could ascertain andaccording to the information and explanations given to us no material discrepancies werenoticed between the physical stock and the book records.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has been sanctioned working capitallimits in excess of five crore rupees in aggregate from banks or financial institutionson the basis of the security of current assets during the year. The Statements filed bythe Company with such banks or financial institutions are in agreement with the books ofaccounts of the Company.

(iii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the Company has not made any investments inor provided security to companies firms limited liability partnerships or any otherparties during the year. The Company has granted loans and advances in the nature of loansduring the year to other parties details of which are stated below. The Company has notprovided guarantees or granted loans or advances in the nature of loans during the year tofirms or limited liability partnerships.

(b) Based on the audit procedures carried out by us and as per the information andexplanations given to us the Company has granted advances in the nature of Employee loansto its employees.

(c) According to the information and explanations given to us and based on the auditprocedures conducted by us in our opinion the guarantees provided during the year and theterms and conditions of the grant of loans and advances in the nature of loans during theyear are prima facie not prejudicial to the interest of the Company.

(d) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company in our opinion in the case of loans andadvances in the nature of loans given the repayment of principal and payment of interesthas been stipulated and the repayments or receipts have been regular.

(e) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there is no overdue amount for more than ninetydays in respect of loans and advances in the nature of loans given.

(f) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there is no loan or advance in the nature ofloans granted falling due during the year which has been renewed or extended or freshloans granted to settle the overdues of existing loans or advances in the nature of loansgiven to same parties.

(g) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not granted any loans oradvances in the nature of loans either repayable on demand or without specifying any termsor period of repayment.

(iv) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has neither made any investmentsnor has it given loans or provided guarantee or security as specified under Section 185 ofthe Companies Act 2013 ("the Act") and the Company has not provided anysecurity as specified under Section 186 of the Act. Further in our opinion the Companyhas complied with the provisions of Section 186 of the Act in relation to loans givenguarantees provided and investments made.

(v) The Company has not accepted any deposits or amounts which are deemed to bedeposits from the public. Accordingly clause 3(v) of the Order is not applicable.

(vi) According to the information and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records under Section 148(1) of the Act for theservices provided by it.

(vii) (a) The Company has been generally regular in depositing with appropriateauthorities undisputed statutory dues including Provident Fund Investor Education andProtection Fund Employees'State Insurance Income Tax Custom Duty Excise Duty and Cessand any other material statutory dues applicable to it. According to the information andexplanations given to us no undisputed amounts payable in respect of statutory dues werein arrear as at 31 st March 2022 for a period of more than six months from the date theybecome payable other than ESI payable on Contractor Rs 22.75 Lakhs.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there are no statutory dues relating to GSTProvident Fund Employees State Insurance Income-Tax Sales Tax Service Tax Duty ofCustoms Value Added Tax or Cess or other statutory dues which have not been deposited onaccount of any dispute.

(viii) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the Company has not surrendered ordisclosed any transactions previously unrecorded as income in the books of account inthe tax assessments under the Income Tax Act 1961 as income during the year.

(ix) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the Company has not defaulted in therepayment of loans or borrowings or in the payment of interest thereon to any lender.

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not been declared a wilfuldefaulter by any bank or financial institution or government or government authority.

(c) In our opinion and according to the information and explanations given to us by themanagement term loans were applied forthe purpose forwhich the loans were obtained.

(d) According to the information and explanations given to us and on an overallexamination of the balance sheet of the Company we report that no funds raised onshort-term basis have been used for long-term purposes by the Company.

(e) According to the information and explanations given to us and on an overallexamination of the standalone financial statements of the Company we report that theCompany has not taken any funds from any entity or person on account of or to meet theobligations of its subsidiaries as defined in the Act. The Company does not hold anyinvestment in any associate or joint venture (as defined in the Act) during the year ended31 March 2022.

(f) According to the information and explanations given to us and procedures performedby us we report that the Company has not raised loans during the year on the pledge ofsecurities held in its subsidiaries (as defined under the Act).

(x) (a) The Company has not raised any moneys by way of initial public offer or furtherpublic offer (including debt instruments).

(b) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.

(xi) (a) Based on examination of the books and records of the Company and according tothe information and explanations given to us considering the principles of materialityoutlined in the Standards on Auditing we report that no fraud by the Company or on theCompany has been noticed or reported during the course of the audit.

(b) According to the information and explanations given to us no report undersub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 asprescribed under Rule 13 of Companies (Audit and Auditors) Rules 2014 with the CentralGovernment.

(c) No whistle blower complaints were received by the Company during the year requiringconsideration from auditors

(xii) According to the information and explanations given to us the Company is not aNidhi Company.

(xiii) In our opinion and according to the information and explanations given to usthe transactions with related parties are in compliance with Section 177 and 188 of theAct where applicable and the details of the related party transactions have beendisclosed in the standalone financial statements as required by the applicable accountingstandards.

(xiv) (a) Based on information and explanations provided to us and our auditprocedures in our opinion the Company has an internal audit system commensurate with thesize and nature of its business.

(b) We have considered the internal audit reports of the Company issued till date forthe period under audit.

(xv) In our opinion and according to the information and explanations given to us theCompany has not entered into any non-cash transactions with its directors or personsconnected to its directors and hence provisions of Section 192 of the Act are notapplicable to the Company.

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

xvii) The Company has not incurred cash losses in the current and in the immediatelypreceding financial year.

xviii) There has been no resignation of the statutory auditors during the year.

xix) According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realisation of financial assets and paymentof financial liabilities other information accompanying the standalone financialstatements our knowledge of the Board of Directors and management plans and based on ourexamination of the evidence supporting the assumptions nothing has come to our attentionwhich causes us to believe that any material uncertainty exists as on the date of theaudit report that the Company is not capable of meeting its liabilities existing at thedate of balance sheet as and when they fall due within a period of one yearfrom thebalance sheet date. We however state that this is not an assurance as to the futureviability of the Company. We further state that our reporting is based on the facts up tothe date of the audit report and we neither give any guarantee nor any assurance that allliabilities falling due within a period of one year from the balance sheet date will getdischarged by the Company as and when they fall due.

(xx) In our opinion and according to the information and explanations given to usthere is no unspent amount under sub-section (5) of section 135 of the Act pursuant to anyproject.

(xxi) The Company does not prepare consolidated Financial Statements.