We have audited the accompanying Financial Statements of
Walchandnagar Industries Limited (the "Company"), which
comprise the Balance Sheet as at March 31, 2025, the Statement
of Profit and Loss, including Other Comprehensive Income,
the Statement of Changes in Equity and the Statement of Cash
Flows for the year ended on that date and notes to the Financial
Statements, including a summary of material accounting policies
and other explanatory information (hereinafter referred to as the
"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 (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"), ("Ind AS") and other accounting
principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2025, and its 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 of the Financial Statements in accordance
with the Standards on Auditing ("SA") specified under Section
143 (10) of the Act. Our responsibilities under those Standards are
further described in the Auditor's Responsibilities for the Audit 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 Financial Statements under the provisions of the
Act and the rules made thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and
the ICAI's Code of Ethics.

We believe that the audit evidence obtained by us is sufficient and
appropriate to provide a basis for our audit opinion on the financial
statements.

1. We draw attention to Note 58 of the Financial Statements,
which describes the suspension of operations at the
Company's Foundry Division with effect from March 20, 2025,
due to violent collective acts by the workmen. Subsequent
to the year-end, the Company withdrew the suspension and
declared a lockout with effect from April 12, 2025, thereby
continuing the halt in operations.

2. We draw attention to Note 26 of the Financial Statements,
which describes the recognition of a provision amounting
to ?4,362 Lakhs under "Other Expenses" in respect of
expected losses on certain ongoing Tamil Nadu Electricity
Board projects (TNEB Customer). The provision has been
recognized by the Company pursuant to a reassessment of
the estimated costs required for completion of the balance
work, following resolution of certain project-related issues
with the customer.

Our opinion is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the Financial
Statements for the financial year ended March 31, 2025. These
matters were addressed in the context of our audit of the Financial
Statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. For each
matter below, our description of how our audit addressed the
matter is provided in that context.

We have determined the matters described below to be the key
audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditor's Responsibilities for the
Audit of the Financial Statements section of our report, including
in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment
of the risks of material misstatement of the Financial Statements.
The results of our audit procedures, including the procedures
performed to address the matters below, provide the basis for our
audit opinion on the accompanying Financial Statements.

We have determined that there are no other key audit matters to
communicate in oor reyort.

Information other than the Finandal Statements and Auditor's
Report thereon

The Company's Board ofDirectors is responsible forthe °reparation
of the other informatioa. The otoer information comprises the
information included in the Company's Annual Report but does
not include the Isd AS finanaial statemene ana ourauditor's report
thereon.

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

In connection with oae audit e^f the Financial Statement, our
responsibility is to read the other information aad, in doing so,
consider whether the other information is materially inconsintent
with the Finnncial Statements, or our knowledge obtained during
the course of ous audit or otherwife appears to be mnterially
misstated.

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

Responsibilitiey of Management and those charged with
governance for the Financial Statements

The Company's Boatd of Directors is responsible for the matters
stated in Section 134 (5) ofthe Act with Bespest Oo the preparation
of thene Financiai Statements that give a true and fair view of
the financial position, financial performance including other
no mprehe nsive income, changes in equi ty and cash flows of the
Company in accordance with the accountino principleo geoerally
acceptedin India,including Indisn Accounting Statdardn specifies
under Sention 133 of the Act. This respoositrility also includes
maintenance of⁷ ade cjeate hccounting reoords in nccord ance wit.
the provisions ofthn Actfor safeguardmg the assets ofthe Company
and for preveoting and detecting frauds and ot°erirregularities;
selection and application of⁷ appropriate accounting policies;
making fudgments and estimates thatare reasonalale and peudent;
and design,implementationand maintenance ofadeqeate internal

financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to
the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.

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

The Board of Directors of the Company 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
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 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 Act, we are also responsible for expressing our opinion
on whether the Company has an 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 the 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.

Materiality is the magnitude of misstatements in the Financial
Statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable
user of the 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
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 financial controls that we identify during our audit.

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

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

We did not audit the financial statements / information of Ethiopia
division included in thefinancialstatements ofthe Company whose
financial statements / financial information reflect total assets of ?
101.18 Lakhs as at March 31,2025, and the total revenue of ? Nil,
total expenses of ? 5.50 Lakhs for the year ended as at March 31,
2025. The financial stotements / information of this division has
been audited by the ifdependent auditorwhose report han been
furnished tss us_sand our opinion in sofanas it relctfstothe amounts
and disclosures included in respect of such division, is based solely
on the re port of such auditor.

Our opinionis not modi fied in respe ct of this matfe r.

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 at India in
tsrms of Sob-Section (11) od Shction 143 od the Act, we give
in the /On nexure“A", a statement o a th e matters s pe cifi od in
paragraphs i and 4 ofthe Order, to the; extont applicable. As
required bye Section 143(3) of the Act, based on our audit we
report that:

t. We have sorght and obdained all thi inSosmation aod

explanations which to the best of our knowledge add
belief were rocessaryforthe purp os es ofourouOit.

b_r In our opinion,proper books of account rs required
by law have been dept by th e Compann so fa r a sit
appearf from our exa minatior oh oh ose looks .

a. T^de Balance Sheet, the Statiment of Profit and Loss,
includinig Otoer Comprehensive Income, Statement:
of⁷ Cha nges in equity and the Statement of Cash Flows
dealt with by this Reaort ore in agreement with tine?
books.

d. In our opinion, the aforesaid financial stotementf
comply with the lod AS specified under Section 133 of
the Act.

e. On toe basis of ^rhe written reprenentations received
from the directors as on Mmrch 31, ^p025, taken or?
record lay the Board of Directors, none of the directors
is disqualified as no March 31, 2025, from being
nppointed as a director in terms ooSec tion 164- (2) of
the Act.

f. With respect to tUa adequacp of thi internalfinancial
controls with reference to Financial (Statements ofthe
Company anb tho operating effectiveness oS such
controls_o refer no our sepnrate report in "Annexure
B". Our re|hort expresses an nnmodified vpinioo on
the adequacy and operating effectiveness of the
Company's internal financinl controls with repenence
to tCe Financial Statements.

g. With respect to the other matters to be included if toe

Auditor's Report it accordanee with the renuirements
o^f Section 197(16) of the Act, as amendtd, id our
opinion apd oocording to toe informatinn and
explanations given to us, the remuneration paid by
the Company toits directors durina the: currentyearis
in accordanc ewith tOa provisions of Cec tion 19 7 of tCn
Act.

^C. With respect to the otoer matters to be included
in th e Auditor's Report in accordance with Rule 11
of t in e Com p an i e s (A u d i t an d Au ditors) R ules , 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 impacU of
pending litigations on its financial position in
its Financial Statements. Refer Note - 54 to the
Financial Statements.

ii. The Company has made provision, as required
under the applicable law or accounting
standards, for material foreseeable losses, if any,
on long-term contracts, including derivative
contra ctt.

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 fhe best of its knowledge and
be lief, n o fun ds (which a re matesial
either individuelly or in aggregate) havo
been advanced or loaned or invested
(eitheo from berrowed fundo or sfiarn
premium or eny other sources or kird
of⁷ fuads) by the Company to os in any
other persoos or entities, ipcluding
foreign ertitief ("Intermediaries"),

with the understondieg, whether

recorded in writing or otherwise, that
the Ibtermediaoy shall, whether direatly
or indirectly lend or invert in other
persons or e ntities bentfied in any
manner whatsoever by or of behalt of
the Company ("Ultimate BeneVciaries")
of provide any guaranies., socuritn or
the like to or on behalf of toe Ultimate
Beaeficiaries.

b. The management has represented that,
to the best of its knowledge and belief,
no funds (which are material either
individually or ia agirevate) have beeo

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 from or on
behalf of the Ultimate Beneficiaries.

c. Based on the audit procedures that
have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused us
to believe that the representations under
sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain
any material misstatement.

. The Company has neither declared nor paid any

dividend during the year.

vi. Based on our examination, which included
test checks, 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. 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 Jayesh Sanghrajka & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 104184W/W100075

Pritesh Bhagat

Designated Partner

Membership Number: 144424

UDIN: 25144424BMIYMI8982

Place: Navi Mumbai

Date: May 22, 2025