We have audited the accompanying Standalone Financial
Statements of Patel Engineering Limited (“the Company”),
which comprise the Balance Sheet as at March 31, 2025, and the
Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of Cash Flows and the Statement of
Changes in Equity for the year ended on that date, and notes
to the financial statements, including a summary of material
accounting policies and other explanatory information, and which
includes 42 joint operations (Refer Note no. 41 for the list of joint
operations) included in the standalone financial statements
accounted on proportionate basis and also include financials of
the Real Estate Division Branch of the company for the year ended
on that date audited by the branch auditor of the company’s
branch located in Mumbai (hereinafter referred to as “Standalone
Financial Statements”)

In our opinion and to the best of our information and according
to the explanations given to us, and based on the consideration
of reports of the other auditors referred to in the Other Matters
section below, 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 (“Ind AS”) prescribed under
section 133 of the Act read with the Companies (Indian Accounting
Standards) Rules, 2015 and other accounting principles generally
accepted in India, of the state of affairs of the Company as at

March 31, 2025, and its profit, total comprehensive income, its
cash flows and the changes in equity for the year ended on that
date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statement
in accordance with the Standards on Auditing (“SAs”) specified
under section 143(10) of the Companies Act,2013 (“the Act”). Our
responsibilities under those Standards are further described in the
Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India (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.

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.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
Standalone Financial Statements for the financial year ended
March 31, 2025. 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.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Board of Directors of the Company is responsible for the other information. The other information comprises the information
included in the Annual 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. The Annual Report is expected to be made available to us after the date of this auditor’s report.

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

When we read the Annual report, if we conclude that there is a material misstatement therein, we are required to communicate the
matter to those charged with governance.

Responsibility of Management for the Standalone Financial Statements

The 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 of these Standalone Financial Statements that give a true and fair view of the financial position, 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 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 judgements 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, management and Board of Directors 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

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

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

• Identify and assess the risks of material misstatement of the Standalone 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 Act, we
are also responsible for expressing our opinion on whether
the company has adequate internal financial controls with
reference to financial statements 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 the management’s use of the
going concern basis of accounting in preparation of Standalone
Financial statements 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 Standalone
Financial Statements or, if such disclosures are inadequate,

to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our 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
Standalone Financial statements, including the disclosures,
and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair
presentation.

• Obtain sufficient appropriate audit evidence regarding
the financial information of the Company and its joint
operations to express an opinion on the Standalone Financial
Statements. We are responsible for the direction, supervision
and performance of the audit of the financial statements of
such entities or business activities included in the Standalone
Financial Statements of which we are the independent
auditors. For the other entities or business activities included
in the Standalone Financial Statements, which have been
audited by the other auditors, such other auditors remain
responsible for the direction, supervision and performance of
the audits carried out by them. We remain solely responsible
for our audit opinion.

Materiality is the magnitude of misstatements in the Ind AS
Financial Statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably
knowledgeable user of the Standalone Financial statements may
be influenced. We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work and in evaluating
the results of our work; and (ii) to evaluate the effect of any
identified misstatements in the Standalone Financial statements.

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 Standalone Financial Statements
of the current period and are therefore the key audit matters.

We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse

consequences of doing so would reasonably be expected to

outweigh the public interest benefits of such communication.

Other Matters

1. We did not audit the financial statements and other financial
information in respect of:

i. the real estate division, whose financial information
reflects Total assets of ' 2,483.99 Million as at March 31,
2025, total revenues of ' 351.08 Million, Total Profit after
tax (net) ' (304.44) Million, total comprehensive income
of ' (304.44) Million for the year ended March 31, 2025
respectively, as considered in the standalone financial
statements. The financial information of this real estate
division has been audited, as applicable, by the branch
auditor whose reports have been furnished to us by the
Management of the Company, and our opinion on the
Standalone Financial Statements in so far as it relates to
the amounts and disclosures included in respect of the
real estate division and our report in terms of sub-section
(3) of section 143 of the Act in so far as it relates to the
aforesaid real estate division is based solely on the reports
of such other auditor and the procedures performed by us
as stated under Auditor’s Responsibilities section above.

ii. 28 joint operations included in the standalone financial
statements, whose financial information reflects total
assets of ' 3,612.32 Million as at March 31, 2025 and
Company’s Share in total revenues of ' 11,390.59 Million,
total net profit/(loss) after tax of ' (46.62) Million, total
comprehensive income of ' (46.62) Million for year ended
March 31, 2025. The financial information of these joint
operations have been audited, as applicable, by the other
auditors whose reports have been furnished to us by the
Management of the Company, and our opinion on the
Standalone Financial Statements in so far as it relates to
the amounts and disclosures included in respect of these
joint operations and our report in terms of sub-section
(3) of section 143 of the Act in so far as it relates to the
aforesaid joint operations, is based solely on the reports of
such other auditors and the procedures performed by us
as stated under Auditor’s Responsibilities section above.

Further, the financial statements of these joint operations
have been prepared in accordance with accounting principles
generally accepted in India, including accounting standards
issued by the ICAI. The Company’s management has
converted the financial statements of such joint operations
in accordance with Ind AS. Our opinion on the standalone
financial statements, in so far as it relates to the amounts
and disclosures included in respect of such joint operations,
is based on the report of other auditors and the conversion
adjustments prepared by the management of the Company

iii. The Standalone Financial statement includes the
unaudited financial information of 13 joint operations
included in the standalone financial statements, whose
financial information reflects Total assets of ' 2,916.79
Million as at March 31,2025 and Company’s share in
total revenues of ' 3,190.24 Million, total net profit/(loss)
after tax of ' 1.91 Million, total comprehensive income
of ' 1.91 Million for the quarter and year ended March 31,
2025 respectively, whose financial information has not
been audited by the respective auditor. This financial
information is unaudited and have been furnished to us
by the Company’s Management and our opinion on the
Standalone Financial Statements, in so far as it relates
to the amounts and disclosures included in respect of
these joint operations, is based solely on such unaudited
financial information. In our opinion and according to the
information and explanations given to us by the Board of

Directors, this financial information is not material to the
Company.

Our opinion on the Standalone Financial Statements and
our report on Other Legal and Regulatory Requirements
below is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2020
(“the Order”) issued by the Central Government in terms of sub¬
section (11) of Section 143 of the Act, we give in the “Annexure
A” of this report a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit and
based on the consideration of the reports of other auditors on the
separate financial information of the real estate division and joint
operations, referred to in Other Matters section above we report,
to the extent applicable 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

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 the reports of the
other auditor

c) The Balance Sheet, the Statement of Profit and Loss
including Other Comprehensive Income, the Statement of
Changes in Equity and the statement of Cash Flow dealt
with by this Report are in agreement with the relevant
books of account;

d) In our opinion, the aforesaid Standalone Financial
Statements comply with the IND AS specified under
Section 133 of the Act;

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

f) With respect to the adequacy of the Internal Financial
controls Over Financial reporting of the Company with
reference to these Financial Statements and the operating
effectiveness of such controls, refer to our separate
Report in “Annexure B” to this report. Our report expresses
an unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial controls
with reference to Standalone Financial Statements.

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

In our opinion and to the best of our information
and according to the explanations given to us, the
remunerations paid by the Company to its directors
during the year is in accordance with the provisions of
section 197 of the Act.

h) 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 has disclosed the impact of pending
litigations as at March 31, 2025 on its financial
position in its Standalone Financial statements to
the extent determinable/ascertainable. - Refer Note
45 and 46 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. There were no amounts which were 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 and as
disclosed in note 58 to the Standalone Financial
Statement, no funds have been advanced or
loaned or invested (either from borrowed funds
or share premium or any other sources or kinds
of funds) by the Company to or in any other
persons or entities, including foreign entities
(“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that
the Intermediary shall, whether , directly or
indirectly lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Company or (“Ultimate
Beneficiaries”) or provide any guarantee, security
or the like to or on behalf of the ultimate
Beneficiaries.

(b) The management has represented, that, to the
best of its knowledge and belief and as disclosed
in note 58 to the Standalone Financial Statement,
no funds have been received by the Company from
any persons or entities, including foreign entities
(“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, that the
Company shall. 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 such audit procedures as considered
reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us
to believe that the representations under sub-clause
(i) and (ii) of Rule 11(e) contain any material mis¬
statement; and.

v. During the year no dividend is declared or paid by the
company.

vi. Based on our examination which included test
checks, the Company has used accounting software(s)
for maintaining its books of account for the financial
year ended March 31, 2025, which have 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(s). 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 Vatsaraj& Co.

Chartered Accountants
FRN: 111327W

Dr CA B.K. Vatsaraj

Partner
M. No.:039894
UDIN: 25039894BMUJMF6509

Mumbai, 13^th May, 2025