1. We have audited the accompanying standalone financial
statements of TEXMACO INFRASTRUCTURE & HOLDINGS
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
Cash Flows, the Statement of Changes in Equity and notes to
the financial statements for the year then ended on that date
including a summary of material accounting policies and other
explanatory information (herein after referred to as
“Standalone Financial Statements").

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 accounting
principles generally accepted in India, of the state of affairs of
the Company as at March 31, 2025, its loss (including Other
Comprehensive loss), changes in equity and its cash fiows for
the year ended on that date.

Basis for Opinion

2. We conducted our audit in accordance with the Standards on
Auditing (SAs) 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
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 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 opinion.

Key Audit Matters

3. 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.

Other Information

4. The Company's Board of Directors is responsible for the other
information. The other information comprises the
information included in the Management Discussion and
Analysis; Board's Report including Annexures to Board
Report, Business Responsibility Report, Corporate
Governance and Shareholders' Information but does not
include the standalone financial statements and our auditor's
report thereon. The aforesaid documents are expected to be
made available to us after the date of this auditor's report.

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

6. In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
when it becomes available and, in doing so, consider whether
the other information is materially inconsistent with the
standalone financial statements or our knowledge obtained
in the audit, or otherwise appears to be materially misstated.

7. When we read the aforesaid documents, if we conclude that
there is a material misstatement therein, we are required to
communicate the matters to those charged with governance.

Management's Responsibility for the Standalone

Financial Statements

8. The Company's 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, changes in
equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including
the accounting Standards 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 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 statement that
give a true and fair view and are free from material
misstatement, whether due to fraud or error.

9. In preparing the 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.

10. The Board of Directors are also responsible for overseeing the
company's financial reporting process.

Auditor's Responsibility for the Audit of the Financial

Statements

11. 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 the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.

12. 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.

• Obtained 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.

13. 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.

14. 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.

15. 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 matters or
when 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.

16. Materiality is the magnitude of misstatements in the
standalone 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.

Report on Other Legal and Regulatory Requirements

17. 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
the Annexure-A, a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

18. 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
other comprehensive income) and the Cash Flow Statement,
Statement of Changes in Equity dealt with by this report are in
agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.

(e) On the basis of the 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".

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

According to the information and explanations given to us
and the records of the company examined by us, the total
managerial remuneration paid as reflected in the financial
statements for the year ended 31st March 2025 is in
accordance with the requisite approvals mandated by the
provisions of section 197 read with Schedule V to the Act, as
applicable.

(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, 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 37 of 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 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, no funds (which are
material either individually or in the aggregate) 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, 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 (which are
material either individually or in the aggregate) 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, 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 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 (i) and (ii) above, contain any material
misstatement.

v. (a) The final dividend proposed in the previous year,

declared and paid by the Company during the year is
in accordance with Section 123 of the Act, as
applicable.

(b) The Company has neither declared nor paid any
interim dividend during the year.

(c) The Board of Directors of the Company have
proposed final dividend for the year which is subject
to the approval of the members at the ensuing
Annual General Meeting. The amount of dividend
proposed is in accordance with section 123 of the
Act, as applicable.

vi. Based on our examination which included test checks,
the Company has used accounting software for
maintaining its books of account which does 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. Further, during
the course of our audit we did not come across any
instance of 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 L. B. Jha & Co.

Chartered Accountants
Firm Registration No: 301088E

(D.N. Roy)

Place: Kolkata Partner

Date: 16^th May 2025 Membership No. 300389

UDIN: 25300389BMHWNA9165