We have audited the accompanying standalone Ind AS
Financial Statements of Harsha Engineers International
Limited ("the Company"), which comprise the Balance Sheet
as at March 31,2025, the Statement of Profit and Loss and
the Cash Flow Statement, Statement of changes in Equity
for the year then ended and a summary of the 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
standalone Ind AS 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 accounting principles generally
accepted in India of the state of affairs of the Company as
at March 31, 2025, 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 Companies
Act, 2013. Our responsibilities under those Standards
are further described in the auditor’s responsibilities
for the audit of the Ind AS 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 together with the ethical
requirements that are relevant to our audit of the Ind AS
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 code of ethics.

We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
Ind AS Financial Statements of the current period. These
matters were addressed in the context of our audit of the
Ind AS Financial Statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion
on these matters.

INFORMATION OTHER THAN THE IND AS FINANCIAL
STATEMENTS AND AUDITORS' 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 Board’s
Report including Annexures to Board’s Report, Business
Responsibility and Sustainability Report but does not
include the Ind AS Financial Statements and our auditor’s
report thereon.

Our opinion on the Ind AS 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 Ind AS 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
Ind AS 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 Ind
AS Financial Statements that give a true and fair view of
the financial position, financial performance including other
comprehensive income, cash flows, statement of changes
in equity of the Company in accordance with the accounting
principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under Section 133
of the Act, read with the Companies (Indian Accounting
Standards) Rules, 2016, as amended. 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
Ind AS Financial Statements that give a true and fair view
and are free from material misstatement, whether due to
fraud or error.

In preparing the Ind AS 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 RESPONSIBILITY FOR THE AUDIT OF THE IND
AS FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about
whether the Ind AS 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 Ind AS
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 Ind AS
Financial Statement, 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 procedure
that are appropriate in the circumstances. Under section
143(3)(i) of the Act, we are also responsible for expressing
our opinion 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 the 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 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 Financial Statements, including the disclosures,
and whether the Ind AS Financial Statements represent
the underlying transactions and events in a manner that
achieves fair presentation.

Materiality is the magnitude of misstatements in the
standalone Ind AS Financial Statements that, individually
or in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
standalone Ind AS 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 works; and (ii) to evaluate the effect of any
identified misstatements in the standalone Ind AS 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 Ind AS Financial Statements
of the current period and are therefore the key audit matters.
We describe these matters in our auditors’ report unless law
or regulation precludes public disclosure about the matter
or when, in extremely rare circumstance, we determine that
a matter should not be communicate 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,2020 ('The Order’) issued by the Central
Government of India in terms of subsection 11 of
section 143 of the Act, we give in the Annexure - A, a
statement on the matter specified in the paragraph 3
and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our
audit, 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 except for the matters stated in the
paragraph 2(l)(vi) below on reporting under Rule
11(g) of the Companies (Audit and Auditors)
Rules, 2014;

(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 Ind AS Financial
Statements comply with the Indian Accounting
Standards specified under Section 133 of the
Act, read with the Companies (Indian Accounting
Standards) Rules, 2016, as amended;

(e) On the basis of the written representations
received from the directors as on 31st March,
2025 taken on record by the Board of Directors,
none of directors is disqualified the as on 31st
March,2025 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 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 Company’s internal financial controls over
financial reporting.

(g) With respect to the other matters to be included
in the Auditor’s Report in accordance with the
requirements of section 197(6) 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 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 has no pending litigations
which can significantly impact its financial
position.

ii. The company has made the provision,
as required under the applicable laws
or accounting standards for material
foreseeable losses, if any, on long term
contracts including derivative contracts.

iii. The company is not required to transfer
any amount to the Investor Education and
Protection fund.

iv. a. The Management has represented

that, to the best of its knowledge and
belief, 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 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 its knowledge and
belief, other than as disclosed in the
notes to the accounts, 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;
and

c. Based on audit procedures which we
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) contain
any material mis-statement.

v. The final dividend paid by the Company
during the year in respect of the same
declared for the previous year is in
accordance with section 123 of the Act to
the extent it applies to payment of dividend.
As stated in note 32 to the standalone
Ind AS financial statements, the Board of
Directors of the Company have proposed
final dividend for the year which is subject
to the approvals of the members at the
ensuing Annual General Meeting. The
dividend declared is in accordance with
section 123 of the Act to the extent it applies
to declaration of dividend.

vi. The Ministry of Corporate Affairs (MCA) has
prescribed a requirement for companies
under the proviso to Rule 3(1) of the
Companies (Accounts) Rules, 2014 inserted
by the Companies (Accounts) Amendment
Rules 2021 requiring companies, which
use accounting software for maintaining
its books of account, to use only such
accounting software which has a feature
of recording audit trail of each and every
transaction, creating an edit log of each
change made in the books of account
along with the date when such changes
were made and ensuring that the audit trail
cannot be disabled. As stated in note 34.9
to the standalone financial statements and
based on our examination which included

test checks, the Company has used multiple
accounting software for maintaining books
of account which have a feature of recording
audit trail (edit log) facility and the same
has been operated throughout the year for
all relevant transactions recorded in the
software, except for instances mentioned
below -

a) The audit trail feature was not
enabled for certain changes made at
the database level using privileged
access rights to the SAP application
and the underlying HANA database,
used for maintenance of accounting
records by the Company. Accounting
software administration guide states
that enabling the same all the time
consumes storage space on the disk
and can impact database performance
significantly. Audit trail (edit log) is
enabled at the application level.

b) One segment of the company has
used an accounting software Tally for
maintaining its books of account which
has a feature of recording audit trail
(edit log) facility. However, the audit
trail feature was enabled from July 3,
2024.

Further, no instance of audit trail feature
being tampered with was noted in respect
of the accounting software. Presently, the
log has been activated at the application
and the privileged access to HANA database
continues to be restricted to limited set of
users who necessarily require this access
for maintenance and administration of
the database and the audit trail has been
preserved by the Company as per the
statutory requirements for record retention.

For, M/s Pankaj R. Shah & Associates

Chartered Accountants
(Registration No. 107361W)

CA Chintan Shah

Partner

Place: Ahmedabad (Membership No. 110142)

Date: May 08, 2025 UDIN: 25110142BMUKEM4890