We have audited the financial statements of INFRA INDUSTRIES LIMITED ("the
Company"), which comprise the Balance Sheet as at March 31, 2024, 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 a summary of significant
accounting policies and other explanatory information.

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 the Indian Accounting Standards (Ind AS) prescribed under Section 133
of the Act read with Companies (Indian Accounting Standards) Rules, 2015, and
amended and other accounting principles generally accepted in India, of the state of
affairs (financial position) of the Company as at 31st March, 2024, and its profit (financial
performance including other comprehensive income), the changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on
Auditing 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 independence 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 ICAI's Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion on the 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 Financial Statements for the year ended March 31, 2024.
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. We have determined the matters described below to be the Key Audit
Matters to be communicated in our report:

Other Information

The Company's Board of Directors is responsible for the preparation of the other
information. The other information comprises the information included in the Board's
Report including Annexures to Board's Report, Management Discussion and Analysis,
Report on Corporate Governance, Business Responsibility Report, but does not include
the financial statements and our auditor's report thereon.

Our opinion on the 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 financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially
inconsistent with the 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 misstatement of this other information;
we are required to report that fact. We have nothing to report in this regard.

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 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 Ind AS and other 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 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 responsible for overseeing the Company's financial reporting
process.

Auditor's Responsibility 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 judgement and
maintain professional scepticism 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 financial controls 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 upto 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.

Materiality is the magnitude of misstatements in the 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.

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, 2016("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. 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, Statement of Changes in Equity and the 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 Indian
Accounting Standards prescribed under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on
31^st March, 2024 taken on record by the Board of Directors, none of the
directors is disqualified as on 31^st March, 2024 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.

In our opinion and to the best of our information and according to the
explanations given to us, the Company has not paid/provided any managerial
remuneration and hence provisions of Section 197 of the Act are not applicable
to the Company.

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,
as amended, in our opinion and to the best of our information and according to
the explanations given to us:

i. The Company, as detailed in Note No. 32 to the financial statements, has
disclosed the impact of its pending litigation on its financial position;

ii. The Company does not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses; and

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) As per the information and explanation given to us by the

management, 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 or entity,
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) As per the information and explanation given to us by the
management, no funds have been received by the company from any
person or entity, 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;
and

(c) On the basis of above representations, nothing has come to our notice
that has caused us to believe that the above representations contained
any material mis-statement.

v. The Company has not declared or paid any dividend during the year; and

vi. Based on our examination, which included test checks, and other generally
accepted audit procedures performed by us, we report that the company has not
used an accounting software for maintaining its books of account which has a
feature of recording audit trail (edit log) facility. Accordingly, we are not in a
position to comment on operation and tempering of audit trail.

Further, as provision to Rule 3(1) of the Companies (Accounts) Rules, 2014 is
applicable from April 1, 2023, reporting under Rule 11 (g) of the Companies (Audit
and Auditors) Rules, 2014 on preservation of audit trail as per the statutory
requirements of record retention is not applicable for the financial year ended
March 31, 2024.

For and on behalf of

KARNAVAT & CO.

Chartered Accountants

Firm Regn No. 104863W

Sd/-

(Viral Joshi)

Place : Mumbai Partner

Dated : May 25, 2024 Membership No. 137686