We have audited the accompanying financial statements of GCCL Infrastructure and
Projects Limited ("the Company"), which comprise the Balance Sheet as at March 31,
2024, the Statement of Profit and Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Statement of Cash Flows for the year ended on
that date and notes to the financial statements including a summary of the material
accounting policies and other explanatory information (hereinafter referred to as "the
financial statements").

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 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, of the state of
affairs of the Company as at March 31, 2024, the Loss and total comprehensive Loss,
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 (SAs). 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 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 audit opinion on
the financial statements.

Emphasis of Matter

Material uncertainty related to going concern

We draw attention to Note 38 of the financial statements, which states that the
shareholders of the Company have approved the program of initiating a pre-packaged
Insolvency resolution process under section 54 read with section 10 of the Insolvency
and Bankruptcy Code, 2016 as amended vide the Insolvency, and Bankruptcy Code
(Amendment) Ordinance, 2021 dated April 26, 2021, through special resolution in the
extraordinary general meeting held on May 27, 2021. The National Company Law
Tribunal, Ahmedabad has passed an order approving the Resolution Plan on September
05, 2023. Pursuant to the order, the Company is in the process of completing statutory,
financial and operational formalities including amalgamation.

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. 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 that there are no key audit matters to communicate in our report.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the other information. The other
information comprises the information included in the Management Discussion and
Analysis, Board's Report including Annexures to Board's Report, Business Responsibility
Report, Corporate Governance and Shareholder's Information, 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 in the 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.

Responsibilities of Management and Those Charged with Governance 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, total comprehensive
income, 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 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 Board
of Directors either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financial
reporting process.

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 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 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 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,2020 ("The Order"), issued by

the Central Government of India in terms of sub-section (11) of section 143 of the

Companies act, 2013, we give in the "Annexure B" 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, 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.

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

d) In our opinion, the aforesaid financial statements comply with the Ind AS
specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.

e) The matter prescribed under paragraph "Material uncertainty related to going
concern", 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
March 31, 2024, taken on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2024, from being appointed as a
director in terms of Section 164 (2) of the Act.

g) 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 A".

h) 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:

i) In our opinion and to the best of our information and accordingly 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.

j) 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 disclosed the impact of pending litigations on its
financial statements in note no. 29.1 of the 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;

iv.

1 The management has represented that, to the best of its
knowledge and belief, 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

2 The management has represented that, to the best of its
knowledge and belief, 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, 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

3 Based on the audit procedures conducted by us, nothing has come
to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) contain any material
misstatements.

v. The Company has not declared any dividend during the year.

vi. Based on our examination, which included test checks, the Company has
used accounting software for maintaining its books of account which have
a feature of recording audit trail facility and the audit trail feature has
been operating throughout the year for all relevant transactions recorded
in the software.

As proviso 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 for record retention is not applicable for
the year ended March 31, 2024.

For Sorab S. Engineer & Co.

Chartered Accountants

Firm's Registration No. 110417W

Sd/-

CA. Chokshi Shreyas B.

Partner

Membership No.100892

UDIN: 24100892BJZXIJ2349

Ahmedabad

May 15, 2024