We have audited the accompanying Standalone Ind AS Financial Statements of RTCL LIMITED ("the Company"), which
comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss, the Cash Flow Statement and
Statement of Changes in Equity 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, except for the effects of
the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid Standalone Ind AS Financial
Statements give the information required by 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, ("Ind AS") and other accounting principles generally accepted in India,

(a) in the case of Balance Sheet, of the state of affairs of the Company as at March 31, 2024,

(b) in the case of the Statement of Profit and Loss and Comprehensive Income, of the Profit and including other

Comprehensive Income for the year ended on that date,

(c) in the case of Cash Flow Statement of cash flows for the year ended on that date and

(d) in the case of Statement of Change in Equity for the year ended on that date.

Qualified Opinion

1) As per Ind AS 109 "Financial Instruments" the investment in equity shares (other than subsidiary, associates and
joint ventures) are recognized at fair value through Profit and Loss Account or Fair Value through Other
Comprehensive Income, However, the company has recognized the Non-current Investments in equity shares
(other than subsidiary, associates and joint ventures) at Cost amounting Rs.1201.8 Lakhs as appearing in the
Standalone Ind As Balance Sheet as at March 31, 2024, and March 31, 2023 which constitutes a departure from
the AS-109 "Financial Instruments".

Therefore, financial impact on account of the difference between the fair value and the cost of Non-Current
investment in the "Non-Current Investment", "Other Equity" and "Other Comprehensive Income" and "Deferred
Tax" are not ascertainable. This matter was also reported in the previous year.

In view of the above our report is modified to the extent of differential amount between Cost value and Fair Value
which cannot be quantified in the absence of relevant information and data.

2) We Refer Note No. 11 under other notes in Notes to Accounts annexed with the financial statements for the year
ended March 31, 2024 wherein the total outstanding debtors for the year ended March 31, 2024 amounting to
Rs.40.92 lakhs include Rs.38.54 lakhs which are due for more than six months and no provision has been made
for the same in the Books of Accounts.

In view of the above our report is modified to the extent of Rs. 38.54 lakhs.

3) In accordance with the IND AS 10 "Events after the reporting period" the following matter needs to be reported
as it is a significant event occurring after the reporting period-

In the case of 'M/s Superior Fabrics PvtItd v/s M/s RTCL Ltd the arbitrator had passed the Award(order) vide
dated January 15, 2024 that claimant (i.e M/s Superior Fabrics Pvt td) is entitled for a sum of Rs. 67,81, 180 and
the company had filed the appeal for same in Hon'ble Delhi High Court against the order of arbitrator and the said
appeal in dismissed by the Hon'ble Delhi High court on dated April 15, 2024 and the company has informed that
they are in the process of filing an appeal in the Division Bench of the Hon'ble Delhi High Court.

Further the company had incurred an amount of Rs. 345,20,795 in the project which shown as Inventory and also
incurred an amount of Rs. 105,00,000 in the project for the Advances which is under dispute and we report that
no provision for the same has been accounted in the Financial Statement.

In view of the above facts and circumstances our report is modified to the extent of Rs. 4,50,20,795.

Basis for Opinion

We conducted our audit of the IndAs Standalone Financial Statements 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 Responsibilities 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 independence 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'sCode 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 standalone financial statements.

Key Auditors 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 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.

Emphasis of Matter

a) Balance of Debtors, Creditors, Advances & Loans as on March 31, 2024 are subject to confirmation and
reconciliation consequential effect (if any) on the financial statement remains unascertained.

b) The inventory has been physically verified by the management and it being a technical matter we are unable to
comment upon the quantity, pricing and method being used for valuation of the Inventory and have relied upon the
value and quantity certified by the management.

c) We are unable to comment if the Property, Plant & Equipment has been physically verified by the management in
the said period. Accordingly, we are unable to comment upon the existence and method being used for valuation
of the fixed assets since no physical verification report produced to us and nor the method of verification was
produced.

Our opinion is not modified in respect of the above emphasis.

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 Management Discussion and Analysis, Board's Report including Annexure to
Board's Report, Business Responsibility 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 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 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 financial position, financial performance and cash flows and changes in equity of the Company in accordance with
the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015, as amended. This responsibility also includes
maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets
of the Company and for preventing and detecting the 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 control, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the Standalone IndAS 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 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 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 Ind
AS 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.

• Evaluate the overall presentation, structure and content of the Ind AS 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 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 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.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' 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" 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 except as reported.

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 the Statement of Other Comprehensive
Income, the Cash Flow Statement and Statement of Change in Equity dealt with by this Report are in
agreement with the books of account.

d) In our opinion, the aforesaid Standalone IndAS Financial Statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015 as
amended, except IndAs 109 referred above in our qualified opinion.

e) On the basis of written representations received from the directors as on 31 March 2024, taken on
record by the Board of Directors, none of the directors is disqualified as on 31 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 Group and
operating 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
remuneration paid by the Company to its directors during the year is in accordance with the provisions of
section 197 of the Act.

h) with respect to other matters to be included in the Auditors' 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 no pending litigations, which may have impact on its financial position in its
standalone Ind AS financial statement as of March 31,2024; except as reported.

ii. The Company did not have any long term contracts including derivatives contracts and

iii. There were no amounts which are required to be transferred to Investor's Education and Protection
Fund by the company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, other than

as disclosed in the notes to the account, 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, 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.(Refer Note 36(b)(i) to the Standalone financial
statements);

(b) The Management has represented, that, to the best of its knowledge and belief, other
than as disclosed in the notes to the account, 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;(Refer
Note 36(b)(j) to the Standalone financial statements);

(c) Based on such 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 in (a) and (b)
above, contain any material misstatement.

v. Since the Company has not declared or paid any dividend during the year, the question of
commenting on whether dividend declared or paid is in accordance with Section 123 of the
Companies Act, 2013 does not arise.

vi. The accompanying standalone financial statement and based on our explanation which include
test check, the company in respect of financial year commencing on April 01, 2023 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 been operated through out the year for all relevant
transactions recorded in software.

For Aggarwal & Rampal
Chartered Accountants
FR No. 003072N

Sd/-

Praveen Kumar Rampal
(Partner)

Membership No: 082226
UDIN:24082226BKEDQG8507
Place: New Delhi
Date: May 30, 2024