We have audited the accompanying Standalone
financial statements of Jai Corp Limited (“the
Company”), which comprise the Balance Sheet as
at 31^st March, 2026, the Statement of Profit and Loss
including Other Comprehensive Income, Statement of
Changes in Equity and the Cash Flow Statement for
the year then ended, and the notes to the Standalone
financial statements including a summary of material
accounting policies and other explanatory information
(hereinafter referred to as “ 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 Indian Accounting Standards
prescribed under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules,
2015, as amended and other accounting principles
generally accepted in India, of the state of affairs of the
Company as at 31^st March, 2026, and its profit, total
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 specified under section 143(10)
of the Act (SAs). Our responsibilities under those
Standards are further described in the Auditor’s
Responsibility for the Audit of the Standalone 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 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
Standalone Financial Statements.

Key Audit Matters

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 year. 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 matter
described below to be the key audit matters to be
communicated in our report.

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

The Company’s Board of Directors is responsible for
the other information. The other information comprises
the information included in the Board of Director’s
report, Business Responsibility and Sustainability
Report, Corporate Governance and Shareholder’s
Information, 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.

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.

If, based on the work we have performed, we conclude
that there is a material of this other information, we are
required to report that fact. We have nothing to report
in this regard.

Responsibilities of Management for the Standalone
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 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 accounting principles generally accepted in India
including the Indian 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 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 Standalone financial statements 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 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.

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

Auditor’s Responsibility 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 judgment 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 financial
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 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 Standalone financial statements,
including the disclosures, and whether the
Standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

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
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 Matter

1. We draw attention to the fact that the Hon’ble
Bombay High Court vide, its order dated 31^st
January 2026, directed an investigation by the
Central Bureau of Investigation (“CBI”) in relation to
certain complaints made by an individual against,
inter alia, the Company, its subsidiaries and its
Chairman. Pursuant to the aforesaid order of the
Hon’ble Bombay High Court, the CBI constituted
a Special Investigation Team (“SIT”), which has
since registered a First Information Report (“FIR”).
The investigation is currently ongoing, and the CBI
is in the process of gathering relevant information
and details.

2. Further, during the current year, the Enforcement
Directorate (“ED”) conducted search operations
at the Registered office of Urban Infrastructure
Venture Capital Limited (“UIVCL”), a wholly owned
subsidiary of the Company, which premises
UIVCL shares with the Company, in connection
with an ongoing investigation arising out of Hon’ble
Bombay High Court order dated 31^st January,
2025. In this connection, the ED also searched
certain premises of the promoter directors of the
Company.

The potential financial impact, if any, arising from
the investigations mentioned in 1 & 2 above cannot
be reasonably estimated by the management at this
stage and, accordingly, no provision or disclosure of a
contingent liability in respect thereof has been made in
the accompanying financial statements.

Our opinion is not modified in respect of this matter.
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 in terms of Section 143(11) of the
Act, we give in “Annexure A” a statement on the
matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.

2. Further to our comments in Annexure A, as
required by Section 143(3) of the Act, based on
our report 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.

c. The Balance Sheet, the Statement of Profit and
Loss including Other Comprehensive Income, the
Cash Flow Statement and Statement of Changes
in Equity 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 Indian Accounting
Standards specified under Section 133 of the
Act, read with the Companies (Indian Accounting
Standards) Rules 2015, as amended from time to
time.

e. On the basis of the written representations
received from the directors as on 31^st March, 2026
taken on record by the Board of Directors, none
of the directors is disqualified as on 31^st March,
2026 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 with reference to Standalone
financial statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in “Annexure B”. Our report
expresses an unmodified opinion on the adequacy
and operating effectiveness of the internal control

with reference to the Standalone Financial
Statements of the Company; and

g. I n our opinion and to the best of our information
and according to the explanations given to
us, the company has not paid any managerial
remuneration to its directors during the year and
accordingly reporting in accordance with the
provisions of section 197 read with Schedule V of
the Act is not required.

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 as referred to in Note
41 to the Standalone financial statements;

ii. The Company has no long-term contracts
including derivative contracts as at 31^st
March, 2026.

iii. There has been no delay in transferring
amounts, required to be transferred to the
Investor Education and Protection Fund by
the Company during the year ended 31^st
March, 2026.

iv. (a) The Management has represented

that, to the best of their knowledge
and belief, as disclosed in the notes to
the financial statements 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 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 (“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 their knowledge and
belief, as disclosed in the notes to the
financial statements, 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, 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
performed that have been considered
reasonable and appropriate in the
circumstances, nothing has come to our
notice that 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.

v. Dividend paid by the Company during the
year for the previous year is in accordance
with Section 123 of the Act to the extent it
applies to payment of Dividend.

vi. Based on our examination, which included
test checks, the Company has used
accounting software for maintaining its books
of accounts for the financial year ended March
31, 2026 which has feature of recording
audit trail (edit log) facility and the same has
operated throughout the year for all relevant

transactions recorded in the software except
that, audit trail was not enabled at database
level for the accounting software used for
maintaining books of accounts, as described
in Note 49(x) to the standalone financial
statements. 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 Chaturvedi & Shah LLP

Chartered Accountants

(Firm’s Registration No. 101720W/W100355)

Lalit R. Mhalsekar

Partner

Membership No. 103418

UDIN: 26103418EVFJGR6481

Mumbai, 30^th May, 2026