We have audited the accompanying Standalone Financial Statements of Williamson Magor & Co. Limited ("the Company"), which comprise the Standalone Balance Sheet as at 31st March, 2024, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year ended 31st March, 2024, and notes to the Standalone Financial Statements, including a summary of material accounting policy information and other explanatory information (hereinafter referred to as "Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the matters described in the Basis for Qualified Opinion section ofour Report, theaforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 (" theAct") in the mannerso required andgivea trueandfairview, in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act and other principles generally accepted in India of the state of affairs of the Company as at 31st March, 2024, its loss and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

a. Non-recognition of Interest Expense

We draw attention to Note 47 of the Standalone Financial Statement relating to non-recognition of interest expense on secured borrowings from financial institutions and unsecured inter-corporate borrowings. As the matter is under dispute / negotiation, the Company has neither recognized nor ascertained any finance cost on such secured borrowings for the period given hereunder:

Further, interest expense on inter-corporate borrowings amounting to Rs. 4,24,354 thousand for Inter-corporate borrowings for the year ended 31st March, 2024 has not been recognised by the Company. As a result, finance cost and liability on account of interest to that extent are understated and Total Comprehensive Income is overstated.

This constitutes a departure from the requirements of Indian Accounting Standard 109 "Financial Instruments".

b. Default in repayment of principal and interest

We draw attention to Note 48 of the Standalone Financial Statement with respect to default in repayment of Principal and Interest on Non-Convertible Debentures issued to IL&FS Financial Services Limited and subsequent settlement agreed upon. In earlier years, Security provided by the Company by way of mortgage/pledge of certain properties with the Debenture Trustee against issue of above debentures have been invoked bythe Debenture Trusteefrom time to time.

The Management has ascertained and decided to adjust disposal proceeds and payment made as per the settlement agreement from the outstanding value of debentures and estimated interest as per the repayment schedule. We are unable to ascertain the effect of the sameasofnow.

c. Recognition of Deferred Tax Assets

We draw attention to Note 31 of the Standalone Financial Statements where the Management has considered recognition of deferred tax assets amounting to Rs.9,01,327 thousand as at 31st March, 2024 assuming virtual certainty supported by convincing evidence that sufficient future taxable income would be available against which such assets can be realised.

Considering the management's assessment of going concern assumption in the Standalone Financial Statements, the condition of reasonable certainty for recognizing the deferred tax assets as per Ind AS 12 "Income Taxes" has not been met. Consequently, deferred tax assets are overstated and total comprehensive profit for the year ended 31st March, 2024 is overstated to that extent.

d. Balances of receivables, unsecured and secured loan creditors and their balance confirmations.

We draw attention to Note 33 to the Standalone Financial Statements with respect to certain balances, relating to trade and other receivables and liabilities including those payable to loan creditors lacking reconciliation and confirmation. Adjustments/impact in this respect are currently not ascertainable and as such cannot be commented upon by us.

e. Material uncertainty related to Going Concern

We draw attention to Note 46 ofthe Standalone Financial Statements with respect to material uncertainty related to Going Concern. TheCompanyhas defaulted in repaymentofborrowings to its financial institutional lendersand others. In view ofthe Management, the Company will be able to improve its net working capital position to discharge its current and non-current financial obligations. However, in view ofthe uncertainties involved, these events and conditions indicate a material uncertainty which may cast a significant doubt on the Company's ability to continue as a going concern. Accordingly, the use of going concern assumption of accounting

in preparation of this Statement is not adequately and appropriately supported as per the requirements of Indian Accounting Standard 1 "Presentation of Financial Statements".

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 ("the Act").Ourresponsibilities underthose Standardsarefurtherdescribed in theAuditor's Responsibilities for the Audit ofthe Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the InstituteofChartered Accountants of India ("ICAI") togetherwith the ethical requirements thatare relevanttoouraudit 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 we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

KeyAudit Matters

Key audit matters are those matters that in our professional judgement were of most significance in our audit ofthe 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. In addition to the matter described in the Basis for Qualified Opinion section we have determined the matters described below to be the key audit matters to be communicated in ourreport.

Emphasisof Matter

a) We draw attention to Note 43 to the Standalone Financial Statements stating that the registration of the company as a Non- Banking Finance Company stands cancelled by the Reserve Bank of India due to erosion of its net worth.

b) We draw attention to Note 50 to 54 to the Standalone Financial Statements detailing the settlement agreements entered by the Companywith variousfinancial creditors during theyearended 31st March, 2024.

c) We draw attention to Note 55 to the Standalone Financial Statements regarding claims filed against McNally Bharat Engineering Company Limited and provision made thereagainst.

Ouropinion is not modified in respectofthis matter.

Information Other than the Standalone Financial Statements and Auditor's Report thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Financial Performance highlights, Board's Report including Annexure to Board's Report, Management Discussions and Analysis, Business Responsibility Report, Shareholders Information and other information in the Integrated Annual Report but does not include the Standalone Financial Statements and our auditors' 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 ofthe Standalone Financial Statements, our responsibility is to read the other information as identified above 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.

If, based on theworkwe have performed on theotherinformation that we obtained priorto the date ofauditors' report,we conclude that there is a material misstatement of this information, we are required to report that fact. We have nothing to report in this regard.

When we read the other information, which we will obtain after the date of auditors' report and if we conclude that there is material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged With Governance for the Standalone Financial Statements

TheCompany's Board ofDirectors is responsibleforthe matters stated in Section 134(5) oftheAct with respectto the preparation ofthese Standalone Financial Statements that giveatrueandfairviewofthefinancial position, financial performance including total comprehensive profit, changes in equityand cash flows oftheCompanyin accordancewith theaccounting principles generallyaccepted in India, including the Indian Accounting Standards (Ind AS) specified underSection 133 ofthe Act. This responsibilityalso includes maintenance ofadequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets ofthe Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design implementation and maintenance ofadequate 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,asapplicable, matters related to going concern and using the going concern basis ofaccounting 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 is also responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities 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 ofthese Standalone Financial Statements.

As partofan audit in accordance with SAs, we exercise professionaljudgementand maintain professional skepticism throughout theaudit. Wealso:

o Identify and assessthe risks ofmaterial misstatement oftheStandalone Financial Statements,whetherdueto fraud orerror, 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.

o 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 controlswith reference to financial statements in place and theoperating effectiveness ofsuch controls.

o Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and Board of Directors

o 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 Standalone 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.

o 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.

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 year 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 ofdoing so would reasonably be expected to outweigh the public interest benefits ofsuch communication.

Report on Other Legal and Regulatory Requirements

1. As required bytheCompanies (Auditor's Report) Order, 2020 ("theOrder") issued by theCentral Governmentoflndia in terms ofsub-section (11) ofsection 143 oftheAct, wegive in the Annexure- A, astatementon the matters specified in paragraphs 3 and4ofthe Order to the extent applicable.

2. Asrequiredbysection 143(3)oftheAct,wereportthat:

a) We have sought and except for the effects/ possible effects of the matters described in Basis for Qualified Opinion Section above, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes ofouraudit;

b) in our opinion, except for the effects/ possible effects of the matters described in Basis for Qualified Opinion Section above, proper books ofaccountas required bylaw have been kept bytheCompanysofaras itappearsfrom ourexamination ofthose books;

c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books ofaccount.

d) Subject to the matters specified in qualified opinion section of our report, in our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

e) On the basis ofthe information receivedfrom theCompany, thefollowing directors aredisqualified w.e.f30th September, 2022 as persection 164(2)(b) ofCompanies Act, 2013:

o Mr. Chandhan Mitra (DIN: 09069336) o Mr. Lakshman Singh (DIN: 00027522) o Mr. Debashis Lahiri (DIN:09451354)

o Ms. Lyla Cherian (DIN: 09452847)

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness ofsuch controls, referto ourseparate report in "Annexure B";

g) With respect to the matters to be included in the Auditor's Report in accordance with the requirements ofsection 197(16) of the Act (as amended), the Company has neither paid nor provided for any remuneration to its directors during the year.

h) with respectto theothermattersto beincluded in the Auditor's Report in accordancewith Rule 11 ofthe Companies (Auditand

Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given

to us:

i. except for the possible effects ofthe matter described in the Basis for Qualified Opinion section of our Report, the Company hasdisclosed the impact ofpending litigationsas at31st March, 2024on its financial position in the Financial Statements. (Refer Note 30 to the Financial Statements).

ii. the Company did not have any material foreseeable losses on long-term contracts including derivative contracts, and

iii. there were no amounts due which were 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, and as disclosed in Note No. 60(g)(i),

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 to 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, securityorthe likeon behalfofthe Ultimate Beneficiaries.

b) the management has represented that, to the best of its knowledge and belief, and as disclosed in Note No. 60(g)(ii), no funds (which are material either individually or in the aggregate) has been received by the Company from any other 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 to or invest in any other persons or entities identified in any manner whatsoever by or on behalfofthe Funding Parties ("Ultimate Beneficiaries") or provide any guarantee,securityor the likeon behalfofthe 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.

v) 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 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 yearended31st March, 2024 for all relevanttransactions recorded in the software. Further,during thecourseofouraudit we did not comeacross anyinstance ofaudit trail feature being tampered with. As proviso to Rule 3(1) oftheCompanies (Accounts) Rules, 2014is applicablefrom April 1,2023, reporting under Rule 11(g) oftheCompanies (Auditand Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the yearended 31st March, 2024.

For V.SINGHI& ASSOCIATES Chartered Accountants Firm Registration No.:311017E

(A. Sengupta) Partner

Membership No:051371 UDIN: 24051371BKFAFP4067

Place: Kolkata Date: 27th May, 2024