Independent Auditors' Report

To The Members of Patel Engineering Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial
Statements of Patel Engineering Limited ("the Company") and
its joint operations, which comprise the Balance Sheet as at
31st March 2023, the Statement of Profit and Loss (including
the of Other Comprehensive Income), the Statement of Changes
in Equity and the Statement of Cash Flows for the year then
ended, and Notes to Standalone Financial statements, including ;
summary of significant accounting policies and other explanatory
information, these also include financials of the Real Estate
Division Branch of the company for the year ended on that date
audited by the branch auditor of the company's branch located
in Mumbai (hereinafter referred to as "Standalone Financial
Statements")

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid Standalone
Financial statements give the information required by the
Companies Act, 2013, as amended ("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 31st March, 2023, and its profit including
other comprehensive income, changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statement in
accordance with the Standards on Auditing (SAs) 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 ethical requirements that are
relevant to our audit of the Standalone 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 audit opinion on the Standalone
Financial Statements.

Emphasis of Matter

The independent Branch Auditors of Patel Engineering Limited
(Real Estate Division) ("the Division"), have without qualifying
their audit report dated 15th May, 2023 on the Standalone
Ind AS financial statement of the Division for the year ended
March 31, 2023 have drawn attention to the Note regarding
Company's investment and given loans and advances to
Waterfront Developers Limited, a wholly owned subsidiary, where
notice dated 4th June 2015 was received from Government of
Mauritius for the termination of lease agreement entered on
11th December, 2009 with Les Salines Development Limited (a
Step-down subsidiary of Waterfront). In this case the process of
arbitration with the Government of Mauritius has been completed
during the year and management of the branch is expecting the
favorable order for the same.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
Standalone Financial Statements for the financial year ended
31st March, 2023. 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. For each matter below, our
description of how our audit addressed the matter is provided in
that context.

We have determined the matters described below to be the key
audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditors' responsibilities
for the audit of the Standalone Financial Statements section of
our report, including in relation to these matters. Accordingly,
our audit included the performance of procedures designed to
respond to our assessment of the risks of material misstatement
of the Standalone Financial Statements. The results of our audit
procedures, including the procedures performed to address the
matters below, provide the basis for our audit opinion on the
accompanying Standalone Financial Statements.

Information Other than the Standalone 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 Annual Report, but does not include the
Standalone Financial Statements and our auditor's report
thereon. The other information is expected to be made available
to us after the date of the Auditor's Report.

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.

Responsibility of Management for the Standalone
Financial Statements

The Company's Management and Board of Directors is responsible
for the matters stated in section 134(5) of the Act with respect
to the preparation of these Standalone 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 accounting principles generally
accepted in India, including the Indian Accounting Standards
specified under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended. 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 judgment
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 statement
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the
Management is responsible for assessing the Company's ability tc
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
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether
the Standalone 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 Standalone 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 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 control 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 with reference to financial statements 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 the management's use
of the going concern basis of accounting in preparation of
Standalone Financial statements 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 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 Ind
AS Financial Statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably
knowledgeable user of the Standalone 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 Standalone
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
for the financial year ended March 31, 2023 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.

Other Matters

1. We did not audit the financial statements and other
financial information in respect of:

i. The division whose financial statements reflect total
assets of ' 4,507.85 Million as at March 31, 2023,
total revenue of ' 191.62 Million, total profit/

(loss) after tax of ' (530.45) Million and total
comprehensive income of ' (530.45) Million for the
year ended March 31, 2023

ii. 20 unincorporated joint operations, whose financial
results reflect total assets of ' 2,797.73 Million as
at March 31, 2023, Company's Share in total revenue
of ' 7,425.38 Million, total profit/(loss) after tax of
' 114.29 Million and total comprehensive income of
' 114.29 Million for the year ended March 31, 2023.

These Ind AS financial statement of the entities mentioned
in (i) and (ii) and other financial information have been
audited by other auditors, which financial statements,
other financial information and auditors' reports have been
furnished to us by the management. Our opinion on the
Standalone Financial Statements, in so far as it relates to
the amounts and disclosures included in respect of these
branch and joint operations, and our report in terms of sub¬
section (3) and (11) of Section 143 of the Act including
report on other information, in so far as it relates to the
aforesaid branch and joint operations, is based solely on
the report(s) of such other auditors.

2. The accompanying Standalone Financial Statements include
unaudited financial statements and other unaudited
financial information in respect of:

i. 11 unincorporated joint operations whose financial
results reflect total assets of ' 617.39 Million as at
March 31, 2023, Company's Share in total revenue
is ' 1,668.87 Million, total Profit/(loss) after tax of
' (2.06) Millions and total comprehensive income of
' (2.06) Millions for the year ended March 31, 2023.

These unaudited financial statements and other unaudited
financial information have been furnished to us by
the management. Our opinion, in so far as it relates
amounts and disclosures included in respect of this joint
operation, and our report in terms of sub-section (3) and
(11) of Section 143 of the Act including report on other
information in so far as it relates to the aforesaid joint

operations, is based solely on such unaudited financial
statements and other unaudited financial information.

In our opinion and according to the information and
explanations given to us by the Management, these
financial statements and other financial information are not
material to the Company.

Our opinion above on the Standalone Financial Statements,
and our report on other legal and regulatory requirements
below, is not modified in respect of the above matters with
respect to our reliance on the work done and the reports of
the other auditors and the financial statements and other
financial information certified by the Management.

3. The comparative financial information of the Company for
the year ended 31st March, 2022, prepared in accordance
with Ind AS, included in this Statement have been taken
from the merged financial statements certified by us dated
29th October 2022, correctly giving effect as per NCLT
Mumbai divisional bench order dated 16th June 2022 and
NCLT Hyderabad divisional bench dated 22nd July 2022.

The comparative financial information in these Financial
Statements will not match with the previous year published
financial statements which were audited by the other
auditor who have by their audit report dated 23rd May,

2022 have expressed an unmodified opinion on the previous
year financial statements.

Our opinion on the Standalone Financial Statements is not
modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order, 2020
("the Order") issued by the Central Government in terms

of sub-section (11) of Section 143 of the Act, we give in
the "Annexure A" of this report 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 further report,
to the extent applicable 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 of
the aforesaid Standalone Financial Statements;

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, the 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 Standalone Financial
Statements comply with the IND AS specified under
Section 133 of the Act;

e) On the basis of the written representations received
from the directors as on 31st March, 2023 taken on
record by the Board of Directors, none of the directors
is disqualified as on 31st March, 2023 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
with reference to these Financial Statements and the
operating effectiveness of such controls, refer to our
separate Report in "Annexure B" to this report;

g) With respect to the other matters to be included
in the Auditor's Report in accordance with the
requirement 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
remunerations 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 disclosed the impact of
pending litigations as at 31st March, 2023
on its financial position in its Standalone
Financial statements to the extent determinable/
ascertainable. - Refer Note 47 to the Standalone
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 were no amounts which were required to
be transferred to the Investor Education and
Protection Fund by the Company.

iv. (a) 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
kinds of funds) by the Company to or in
any other persons or entities, 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 or ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like to or on behalf of the
ultimate Beneficiaries.

(b) The management has represented, that, to
the best of its knowledge and belief, no
funds have been received by the Company
from any persons or entities, 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.

(c) Based on such audit procedures as
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
iv(a) and iv (b) contain any material mis¬
statement.

v. During the year no dividend is declared or paid
by the company.

i) Proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014 for maintaining books of account
using accounting software which has a feature of
recording audit trail (edit log) facility is applicable
to the Company with effect from April 1, 2023, and
accordingly, reporting under Rule 11(g) of Companies
(Audit and Auditors) Rules, 2014 is not applicable for
the financial year ended 31st March 31, 2023.

For Vatsaraj& Co.

Chartered Accountants
FRN: 111327W

Dr CA B.K. Vatsaraj

Partner
M. No.:039894
UDIN: 23039894BGZCSN3040

Mumbai, 15th May, 2023