INDEPENDENT AUDITOR'S REPORT

To The Members of Binani Industries Limited

Report on the Standalone Ind AS Financial Statements

We were engaged to audit the accompanying standalone Ind AS financial statements of Binani Industries Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Ind AS Financial Statements

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 Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (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) prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended, and the accounting principles generally accepted in India.

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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is not sufficient and appropriate to provide a basis for our audit opinion on the Statement and hence we have issued this disclaimer of opinion.

Basis for Disclaimer of Opinion:

a. The Company has not adjusted its Foreign Currency (FC) loan payable for matters communicated to it by its lenders which includes designation of FC loan to INR denominated loan along with a higher coupon rate. Further, the lender has demanded repayment of all outstanding loan amount including interest and penalty interest immediately and has also invoked the Corporate Guarantee issued by the company's subsidiary i.e. Binani Cement Limited (BCL). However, the Company has continued accounting of the said loan as FC loan with the then coupon rate and recognized exchange fluctuation gain /loss in the Statement of Profit and Loss which is ultimately offset with transfer from/to Business Re-organisation Reserve (BRR). The said accounting treatment by the Company is not in accordance with the revised loan terms and also not in compliance with Ind AS 37 - Provision, Contingent Liability and Contingent Assets and Ind AS 1 - Presentation of Financial Statement. Had the Company followed the provisions of Ind AS 37 and Ind AS 1, Current liability, Business Reorganisation Reserve and Foreign Currency Monetary Item Translation (FCMIT) would have been higher/ (lower) by Rs. 7,636.56 lakhs ? (9,715.06) lakhs and Rs. 2,078.50 lakhs, as on March 31, 2018 respectively. Further, 'other expenses (exchange gain/loss)', 'finance cost' and Transfer from Business Reorganisation Reserve' would have been higher/flower) by Rs. (635.30) lakhs, Rs.10,350.36 lakhs and Rs. 9,715.06 lakhs respectively for the year ended March 31, 2018. (Refer footnote (a)(iii) of 19 to the standalone Financial Statements).

b. The Company has not determined fair value of its investments in Binani Cement Limited (BCL) and impairment of loans and advances, security deposits and trade receivable due from BCL and Edayar Zinc Limited (EZL) as required by Ind AS 109 - Financial Instruments on account of ongoing corporate insolvency resolution process at BCL and pending outcome thereof and financial instability of EZL. In this regard, we are unable to comment on the carrying value of these investments amounting to Rs. 341,360 lakhs (PY:Rs. 3,41,240 lakhs), recoverability of loans and advances of Rs. 1,252.41 lakhs (PY: ? 1,073.60), Security Deposits of Rs.100 lakhs (PY: Rs 100 lakhs) and trade receivable of Rs. 1,362.10 lakhs (PY: Rs 2,962.71 lakhs) as at March 31, 2018 and its consequential impact, if any, on the financial statements of the Company (Refer Note 45 (b) and 48 to the standalone Financial Statements)

c. The Company has given corporate guarantees aggregating to Rs. 59 0,247 lakhs, to banks and financial institutions on behalf of various subsidiaries. This includes corporate guarantee of Rs. 379,792 lakhs on behalf of Binani Cements Ltd which is undergoing corporate insolvency resolution process under Insolvency and Bankruptcy Code, 2016. The Company has not determined the loss allowances in respect of corporate guarantee issued by it as required by Ind AS 109 - Financial Instruments on account of ongoing corporate insolvency resolution process at BCL and pending outcome thereof. In this regard, we are unable to comment on the consequential impact, if any, on the financial statements of the Company (Refer note 36(II) to the standalone Financial Statements)

d. The Company has not prepared and presented the Consolidated Ind AS financial statements for the year ended March 31, 2018 as required under section 129 (3) of the Companies Act, 2013 for the reasons as stated in note 4S(a) to the statement. In this regard, we are unable to comment on the consequential impact, if any of the non-compliance, on the financial statements of the Company. (Refer note 4S(a) to the standalone Financial Statements)

e. The management has represented to us that they are unaware of any matter, investigation or allegation, open or close, involving the Company, management of the Company, promotors or other group companies which requires adjustment/disclosure in the financial statements of the Company. We are unable to comment on the completeness/correctness of the above referred details in the absence of all the required information. (Refer note 4S(c) to the standalone Financial Statements).

f. We draw attention to the following matters:

1. Note 40 and 41 read with note 2 (13)(a) of the standalone Financial Statements which states that, pursuant to a separate Scheme of Amalgamation approved by the Horible High Court at Calcutta between Wada Industrial Estate Limited (WIEL) and a step down wholly owned subsidiary of the Company, being the Company as a successor to WIEL, the Company has applied AS 30, the Accounting Standard on Financial Instruments: Recognition and Measurement, issued by the Institute of Chartered Accountants of India (ICAI). All equity investment including investment in Subsidiaries are categorized as available for sale and measured at fair value and corresponding increase on account of fair valuation was credited to Business Reorganization Reserve ("BRR") since March 31, 2014. During the year, ICAI has withdrawn AS 30. Consequent to this, the Company, backed by legal opinion, has applied principles of notified Ind AS related to Financial Instruments being new accounting standards applicable instead of AS 30. All equity investment including investment in Subsidiaries except Investment in Binani Cements Limited are designated as fair value through profit & loss. However, to give effect to the accounting policies applicable to WIEL and to the Company as a successor to WIEL being accounting policies adopted as per the Scheme of Amalgamation approved by the Horible High Court at Calcutta the said treatment has been given BRR. The net increase in restated fair value credited to BRR of Rs 7,847.49 lakhs (March 31, 2017, decrease Rs 678.07 lakhs). Further, in accordance with the said scheme, the Company has offset certain expenses (net) amounting to 5,353.17 Lakhs against BRR during year ended March 31, 2018.

2. Note 43 of the standalone Financial Statements which states that, one of the creditors of the Company had filed a winding up petition on November 19, 2016 against the Company with the Hon'ble High Court of Calcutta which has been admitted by the court on September 20, 2017. The Company is seeking recall of the order. The Company has entered into a settlement with such creditor by agreeing to pay its entire dues along with interest.

3. Note 44 of the standalone Financial Statements, where in the management has explained the reason for reduction in the operations of the Company with Binani Cement Limited (one of the subsidiary of the Company).

Disclaimer of Opinion

Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraph, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on the Standalone Ind AS financial statements.

Material uncertainty related to Going Concern

Management has prepared the Standalone Ind AS Financial Statements on going concern basis in spite of the following facts and circumstances:

1) The Company has reported comprehensive losses of Rs (499) lakhs for the year ended March 31, 2018.

2) The guarantees issued by the Company on behalf of subsidiaries are significant in relation to the net worth of the Company as at March 31, 2018.

3) The constant decrease in the operations of the Company.

The management is working towards finding a workable solution to resolve the financial position by discussion with the lenders and others and to continue its business as going concern. Accordingly, the management considers it appropriate to prepare these financial statements on a going concern basis. (Refer note 46 to the standalone Financial Statements)

This situation indicates the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern and therefore the Company may unable to realise its assets and discharge its liabilities in the normal course of business.

Report on Other Legal and Regulatory Requirements

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

(a) As described in the Basis for Disclaimer of Opinion paragraph, we have sought but were unable to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) Due to the effect of matter described in para (a) and possible effects of the matters described in para (b), (c), (d) (e) and (f) in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether proper books of accounts 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 Statement of Cash Flow and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account as maintained.

(d) Due to the effect of matter described in para (a) and possible effects of the matters described in para (b), (c), (d) (e) and (f) in the Basis for Disclaimer of Opinion paragraph, we are unable to state whether the aforesaid standalone Ind AS 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) The matters described in the basis of disclaimer of opinion paragraph and in the modified report on Internal Financial Controls over financial reporting (Annexure A), in our opinion, may have an adverse effect on the functioning of the Company.

(f) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in the basis of disclaimer of opinion paragraph above.

(h) 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 modified report in 'Annexure A

(i) 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. In the view of the matter stated in para (e) in the basis of disclaimer of opinion paragraph, we are unable to state whether Note 36 to the standalone Ind AS financial statements disclose the complete impact of pending litigations on its financial position in its standalone Ind AS financial statements (refer note 36 in its standalone Ind AS 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.

2. As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Central Government in terms of sub-section 11 of section 143 of the Act, we give in the 'Annexure B', a statement on the matters specified in paragraphs 3 and 4 of the Order.

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF BINANI INDUSTRIES LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Binani Industries Limited ("the Company") as of 31st March, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI) (the "Guidance Note"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit conducted in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicableto an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Basis for Adverse opinion

As described in basis of disclaimer opinion paragraph of our main report, the Company has not established adequate internal financial controls with respect to matters stated therein and that whatever financial controls have been established were not operating effectively. While reference may be made to the aforesaid Paragraph, the following significant aspects of material weaknesses in internal control system are particularly noteworthy:

(a) Non-compliance of the requirements of Companies Act, 2013 and Security and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 with regard to preparation of Consolidated Financial Statements and Consolidated Financial results for the year ended March 31, 2018. (Refer note no 4S(a) to the standalone financial statement)

(b) Deficiencies in maintenance of books of accounts and documentation for stand taken by the management for items described in Basis for disclaimer of opinion paragraph (a) to (e) of our main report.

(c) Deficiencies in non-assessment of impact of Indian Accounting Standards (Ind AS) for items described in Basis for disclaimer of opinion paragraph (a) to (c) of our main report.

A 'material weakness' is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's financial statements will not be prevented or detected on a timely basis.

Adverse opinion

In our opinion, because of the matters described in the basis of adverse opinion paragraph of main report and in view of possible effects of the material weaknesses described above on the achievement of the objectives of the control criteria, the Company has not maintained adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were not operating effectively as of March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note.

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2018 Ind AS standalone financial statements of the Company, and these material weaknesses have inter-alia affected our opinion on the financial statements of the standalone Company and we have issued a disclaimer of opinion on the Ind AS Standalone financial statements.

ANNEXURE B TO INDEPENDENT AUDITORS' REPORT

[Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements' in the Independent Auditors' Report of even date to the members of Binani Industries Limited (the Company') on the standalone Ind AS financial statements for the year ended March 31, 2018]

i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the fixed assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to information and explanations given to us and based on our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. According to the information and explanation provided to us by the management, Company's business does not involve inventories and, accordingly, the requirements under paragraph 3 (ii) of the Order are not applicable to the Company.

iii. The Company has granted loans and advances, secured or unsecured to 3 Companies covered in the register maintained under section 189 of the Companies Act, 2013.

(a) According to the information and explanations given to us and based on the audit procedures conducted by us, we are of the opinion that the terms and conditions of loans granted by the company to 2 parties covered in the register maintained under section 189 of the Act, (total loan amount granted Rs.24.48 lakhs and balance outstanding as at balance sheet date Rs. 4.68 lakhs) are prejudicial to the company's interest on account of the fact that the loans have been granted at Nil rate of interest rate.

(b) In the case of the loans granted to the Companies listed in the register maintained under section 189 of the Act, schedule of repayment of principal have not been stipulated. Hence clause (iii) (b) and (c) of the Order are not commented on.

iv. In our opinion and according to the information and explanation given to us, during the year, the Company had not given any loans or made investments to parties covered under section 186 of the Companies Act, 2013, hence the provisions stated in paragraph 3 (iv) of the Order are not applicable to the Company.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 73,74,75 and 76 of the Act and the rules framed there under.

vi. The provisions of sub-section (1) of section 148 of the Act are not applicable to the Company as the Central Government of India has not specified the maintenance of cost records for any of the products of the Company. Accordingly, the provisions stated in paragraph 3 (vi) of the Order are not applicable to the Company.

vii. (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, good and service tax, service tax, duty of custom, value added tax, cess and other material statutory dues as applicable to it except for slight delay in few cases. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at March 31, 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, and examination of records of the Company, there are no dues of sales-tax, custom duty, service tax and value added tax, which have not been deposited with the appropriate authorities on account of any dispute, expect in cases which is described below:

viii. According to the records of the Company examined by us and information and explanation given to us, the Company has defaulted in repayment of dues to bank as follows. The Company does not have any loans or borrowings from any financial institution, government or debenture holders during the year. Also refer para (a) of the Basis for Disclaimer of Opinion paragraph of our main audit report.

ix. The Company has not obtained any moneys by way of initial public offer or further public offer (including debt instrument) and term loans were applied for the purpose for which those were raised during the year.

x. Except for matter reported in para (e) of the basis of disclaimer of opinion paragraph in our main audit report, according to the information and explanation provided by the management and during the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud by the Company or any instance of fraud on the Company by its officers/employees has been noticed or reported during the year, nor have we been informed of such case by the management.

xi. Due to the effect and possible effects of the matters described in the Basis for Disclaimer of Opinion paragraph of our main report, we are unable to state whether the remuneration paid to its directors is within the limits prescribed under Section 197 of the Act and the rules thereunder, as required by The Companies (Amendment) Act, 2017.

xii. In our opinion and according to information and explanation given to us, the Company is not Nidhi Company. Accordingly, the provisions stated in paragraph 3(xii) of the Order are not applicable to the company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards. Also refer to para (e) in the Basis for Disclaimer of Opinion paragraph of our main audit report.

xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provisions stated in paragraph 3 (xiv) of the Order are not applicable to the Company.

xv. According to information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3 (xv) of the Order is not applicable.

xvi. In our opinion, the Company is not required to be registered under Section 45-1A of the Reserve Bank of India Act, 1934, and accordingly, the provisions stated in paragraph clause 3 (xvi) of the Order are not applicable to the Company.