We have audited the accompanying Ind AS financial statements of Arcotech Limited (“the Company”), which comprise the
Balance sheet as at March 31, 2024, the Statement of Profit and Loss, including the statement of Other Comprehensive
Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the financial
statements, including a summary of 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, except for the effects of the
matter described in the Basis for Qualified Opinion section of our report, 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 accounting principles generally accepted in India including Indian Accounting Standards (“Ind AS”)
prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules as amended and
other accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at
March 31, 2024, and its loss (financial performance including other comprehensive income), the changes in equity and it
cash flows for the year ended on that date.

Basis for Qualified Opinion

The restructuring of the company’s business is under consideration by the lenders. Consequent to the filing of restructuring
proposal with lenders, feasible TEV (techno economic viability) study/reports of the operations of the Company was
conducted by outside agency where in certain reliefs/ concessions have been envisaged to make the project viable. Included
in there is relief in interest rates effective from 01.11.2018. The company has provided interest at the rates mentioned in
TEV. This along with other unprovided interest amounts to Rs. 2,569.10 lakhs (net of tax) for the current financial year.
The company is in the process of settling the dues with the lenders towards which an amount of Rs. 705.00 lacs has been
deposited with the bankers and financial institutions, for which final approval from some of the lenders is still awaited.

Emphasis of Matter

The Company has incurred net loss after tax of Rs 14,359.28 lacs during the financial year ended March 31, 2024 (Previous
year net loss after tax of Rs 8,215.73 lacs). The turnover of Company during the financial year ended March 31, 2024 is Rs.

0.32 lacs (Previous year Rs 3.60 lacs). The current liabilities exceed current assets. Had the company provided for the
interest as mentioned in Basis for Qualified Opinion above the net loss would have increased.

The restructuring of the Company’s business is under consideration by the lenders. However, certain lenders of the
company have filed applications/issued notices including in NCLT, DRT and SARFAESI. In view of the management’s
expectation of successful outcome of above proposal and revival of its business, the financial statements have been
prepared on going concern basis. However, in view of above uncertainties, we are unable to comment on the ability of the
company to continue as a “going concern” and the consequential adjustments to the accompanying financial statements, if
any, that might have been necessary had the financial statements been prepared under liquidation basis.

Our opinion is not modified in respect of this matter.

The Company is recognizing deferred tax assets on losses. The matters discussed above relating to going concern creates
doubt and uncertainty relating to recoverability of deferred tax assets. On the basis of our review as elaborated in key audit
matters and as per explanation given to us and according to management assessment Company will be in position to
generate future profits against which these losses will be setoff.

Our opinion is not modified in respect of this matter.

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 of the current period. 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. We
have determined the matters described below to be the key audit matters to be communicated in our report:

Other Information

The Company’s Board of Directors is responsible for the other information. The other information comprises the Directors
Report, but does not include the Ind AS financial statements and our auditor’s report thereon.

Our opinion on the Ind AS 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 Ind AS financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the 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.

When we will read the director’s report, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance and if the other information is not corrected after communicating
with those charged with governance, seek to have the uncorrected material misstatement appropriately brought to the
attention of users for whom the audit report is prepared.

Responsibilities of Management for the Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these Ind AS 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 the Indian Accounting Standards (Ind AS) specified under
section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 Ind AS
financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

Auditor’s Responsibilities for the Audit of the Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind AS 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 Ind AS 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 Ind AS 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 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 Ind AS financial statements, including the disclosures,
and whether the Ind AS 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 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.
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 Act, we give in “Annexure A” a statement on the matters
specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the 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.

(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of 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.

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under
Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.

(e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the
Board of Directors, none of the directors is disqualified as on March 31, 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 with
reference to these Ind AS financial statements and the operating effectiveness of such controls, refer to our
separate Report in “Annexure B” to this report;

(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;

(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 on its financial position in its financial
statements- Refer Note 33 to the 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 has been delay in transferring Rs 8.28 lacs, 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 it’s knowledge and belief, 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 entity (“Intermediaries”),
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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 it’s knowledge and belief, no funds have been
received by the Company from any person or entity, including foreign entity (“Funding Parties”), with the

understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend
or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries

(c) Based on the audit procedures 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 (i) and (ii) of Rule 11(e) as provided under (a) & (b) above contain any material mis-statement.

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

vi. Based on our examination which included test checks and information given to us, the Company has used
accounting software for maintaining its books of account, which did not have a feature of recording audit trail
(edit log) facility throughout the year for all relevant transactions recorded in the respective software, hence
we are unable to comment on audit trail feature of the said software.

For Amit Joshi & Associates
Chartered Accountants
FRN No. 004898N
Sd/-

(Amit Joshi)

Partner

M. No. 083617

Place: New Delhi

Date: 30/05/2024

UDIN: 24083617BKHJTR2957