We have audited the accompanying financial statements of Garden
Reach Shipbuilders & Engineers Limited ("the Company"), which
comprise the balance sheet as at March 31, 2025, and the statement
of profit and loss (including other comprehensive income), statement
of changes in equity and statement of cash flows for the year then
ended, and notes to the financial statements, including a summary
of significant 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
Indian Accounting Standards (Ind AS) prescribed under section 133 of
the Act read with the Companies (Indian Accounting Standards) Rules,
2015 as amended and the accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2025,
profit including other comprehensive income, changes in equity and
its cash flows for the year ended on that date.

Basis for Opinion

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 (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 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.

Emphasis of Matter:

We draw attention to note 48 of the financial statements, which
describes the effects of change in estimation of cost to complete in
respect of projects P17A and NGOPV. 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. The key audit matters that we have identified in the current
year are as follows:

Other Information

The Company's Board of Directors is responsible for the other
information. The other information comprises the information
contained in Directors' Report including Annual Report on CSR
Activities, Management Discussion & Analysis Report, Report on
Corporate Governance, Business Responsibility & Sustainability Report
and other information contained in the Annual Report, but does not
include the financial statements and our report thereon. These reports
are expected to be made available to us after the date of this auditors'
report.

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

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

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

Management's Responsibility for the 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
and presentation of these 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 (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 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 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 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 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 the 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 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.

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

2. In compliance to directions of the Comptroller and Auditor
General of India u/s.143(5) of the Act, we give in Annexure "B"
to this report a statement on the matters specified therein.

3. 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 Statement
of Changes in Equity and Cash Flow Statement dealt with
by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply
with the Accounting Standards specified under Section 133
of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014 except disclosure under Ind AS 108 Operating
Segments. Ministry of Corporate Affairs vide notification
S.O No 802(E) dated 23rd February 2018 has exempted the
companies engaged in defence production from application
of Segment Reporting and hence no such disclosure is
made by the Company.

(e) Section 164(2) of the Act regarding disqualification of
directors is not applicable to the Company by virtue of
Notification No. G.S.R. 463(E) dated 05.06.2015 issued by
the Ministry of Corporate Affairs, Government of India.

(f) The provisions of Section 197(16) of the Act regarding
payment of managerial remuneration to Company's
directors are not applicable in view of Notification No.
GSR 463(E) dated 5^th June, 2015 issued by the Ministry of
Corporate Affairs, Government of India.

(g) 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 given in Annexure "C" to this report.

(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 pending litigations, the liabilities in
respect of which are either provided for or disclosed as
contingent liabilities - Refer Note 29 to the financial
statements. The impact of these pending litigations
on the financial position of the Company is subject to
their judicial outcome;

ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses except Guarantee
Repair and Onerous Contract in respect of which the
Company holds adequate provision - Refer Note 19 to
the financial statements.

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 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(s) or
entity(ies), including foreign entities ("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
its knowledge and belief, no funds have been received
by the Company from any person(s) or entity(ies),
including foreign entities ("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 such audit procedures as we considered
reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to
believe that representations made by the management
in this regard contain any material mis-statement.

v. The dividend declared and paid during the year by the
Company is in compliance of with section 123 of the
Companies Act, 2013.

vi. Based on our examination which included test checks,
the Company has in place an accounting software for
maintaining its books of account 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 audit trail feature being tampered
with. Additionally, the audit trail is preserved by the
Company as per the statutory requirements for record
retention.

For Guha Nandi & Co.

Chartered Accountants
FRN: 302039E

Sd/-

(CA Dipak Kumar Shee)

Partner

Membership No.061728
UDIN: 25061728BMOMXR4525

Place: Kolkata
Date: 13 May, 2025