skil infrastructure ltd Auditors report

To the Members of SKIL Infrastructure Limited

Report on Standalone Ind AS Financial Statements Qualified

Opinion

We have audited the standalone Ind AS financial statements of SKIL Infrastructure Limited ("the Company"), which comprise the standalone balance sheet as at March 31, 2023, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including 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, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid 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 the 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, 2023, the loss and total comprehensive income, changes in equity and its cash flows for the year ended on that date. Basis for Qualified Opinion

a. Attention is drawn towards the Note No. 15.2.

(vii) of the standalone financial statements in case of Reliance Commercial Finance Ltd., which company has disputed and based on that, the Company, during the year ended 31st March, 2023 has not accounted interest (excluding penal interest) of Rs. 1,988.15 lakhs on the loan taken from Reliance Commercial Finance Ltd. Had this been accounted, the Loss and the Liabilities would have increased to the extent of the amount specified above.

b. Attention is drawn towards the Note No. 15.2.

(iv) & 15.2.

(vi) of the standalone financial statements in case of disputed borrowings with certain lenders including IL&FS, and based on that, the Company, during the year ended March 31, 2023 has not accounted interest (excluding penal interest) of Rs. 6,520.43 lakhs. Had this been accounted, the Loss and the Liabilities would have increased to the extent of the amount specified above.

c. Attention is drawn towards the Note No. 15.2.

(ii) of the standalone financial statements in case of borrowings with Yes Bank which has been assigned to

J.

C. Flowers Asset Reconstruction Pvt. Lid, the Company, has not accounted interest (excluding penal interest) ascertained Rs.1,444.00Lakhs. Had this been accounted, the Loss and the Liabilities would have increased to the extent of the amount specified hereinabove.

d. The impact of the penal interest on the borrowings mentioned in point

(a),

(b) &

(c) above is not ascertainable by the company due to lack of confirmation from lenders and cannot be commented upon.

e. The outstanding balances of borrowing of the following lenders are subject to confirmation:

Name of Lender	Principal	Interest
1 IDBI Bank	3,337.00	5,013.64
2 Union Bank	564.14	541.20
3 J C Flower Asset Reconstruction Pvt. Ltd.	37,058.95	1,330.76

f. The impactrelating to point tax laws which may arise of

(a) to

(e) mentioned above with respect to effect of out of such accounting ascertainable and cannot be commented upon. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143

(10) of the Act. Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. Ve 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 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 opinion. Emphasis of Matter

a. We draw attention to the Note No. 34 of the standalone financial statements with respect to continuous losses, reduced net worth and default on its repayment of borrowings and preparation of the financial statements on going concern assumption, based on the reasons and assumptions stated in the aforesaid note. The Companys ability to continue as a going concern is dependent on its ability to raise additional funds as required and successful negotiations with lenders for continued support and generation of cash flow from its operations that it needs to settle its liabilities as they fall due.

b. We draw attention towards Note No. 15.2.

(viii) of the standalone financial statements with respect to short payment of the agreed dues as per the settlement agreement. Our opinion is not modified in respect of the same. Key Audit Matter 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.

i. Evaluation of Contingent Liabilities (Refer note 24 "Contingent Liabilities") There are a number of material regulatory and tax cases against the Company. Significant judgement is required in estimating / reassessing the level of provisioning and/or disclosures. The managements assessment is supported by advice from independent legal/ tax consultants obtained by them. We considered this as a Key Audit Matter as the eventual outcome of litigations is uncertain and the positions taken by the Management are based on the application of significant judgement and estimation. Any unexpected adverse outcomes could significantly impact the Companys results and financial position. Auditors Response Our procedures included, discussing with the management and tax and regulatory department headsto understand significant matters under litigation; Reading external legal opinions obtained by management, where available; Assessing managements conclusions; For Direct and Indirect tax litigations, involving internal tax experts to understand the current status of tax cases and monitoring changes in the disputes by reading details received by the Company; Performing detailed procedures on the underlying calculations supporting the provisions recorded and ensuring adequacy of disclosures made. Based on the above procedures performed, we have not identified any significant exceptions relating to disclosure of contingent liabilities and accounting for provisions for litigations. Information Other than the Standalone Financial Statements and Auditors Report Thereon The Companys Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companys annual report, but does not include the standalone financial statements and our auditors 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 financial statements, our responsibility is to read the other information identified above when it becomes available 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 performed, we conclude that there is a material misstatement therein, we are required to communicate the matterto those charged with governance. Responsibilities of Management and Those charged with Governance for the Standalone Financial Statements The companys 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 state of affairs (financial position), profit or loss (financial performance including Other Comprehensive Income), Changes In Equity and Cash Flows of the company in accordance with the accounting principles generally accepted in India including the Ind AS specified under section 133 of the Act. 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 implementation and maintenance of 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, the Board of Directors is responsible for assessing the companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. Board of Directors are also responsible for overseeing the companys financial reporting process. Auditors Responsibilities for the Audit of 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 auditors 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. Ve 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 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 whetherthe 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 managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the 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 auditors 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 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 auditors 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 Section 143 (11) 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; (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;

( ) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this report are in agreement with the books of account

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act

(e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164

(2) of the Act; and R With respect to the adequacy of the internal financial controls with reference to the standalone financial statements of the Company and the operating effectiveness of such controls, referto our separate Report in "Annexure B".

(9) With respect to the other matters to be included in the Auditors 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 the other matters to be included in the Auditors 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, to the extent ascertainable, disclosed the impact of pending litigations on its financial position in its financial statements Refer Note 27 to the standalone financial statements; i

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

i. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company

iv. a) The Company has represented that 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 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 ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries other than those disclosed in the notes to accounts. b) The Company has represented that 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 other than those disclosed in the notes to accounts. c) Based on audit procedures 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

(a) and

(b) above contain any material misstatement.

v. The company has not declared and paid any dividend during the financial year accordingly the provisions of section 123 is not applicable.

For GPS & Associates

Chartered Accountants

Firms Registration No: 121344W

Shripad Chauhan

Partner

Membership No: 600372

Place: Mumbai

Date: 25th May, 2023

UDIN: 23600372BGZMWV8083

ANNEXURE “A” TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements section of our reportto the Members of SKIL Infrastructure Limited of even date) (i) In respect of Companys Property, Plant and Equipment and Intangible Assets:

@

(A) The Company has maintained proper records showing full particulars including quantitative details and situation of Property, Plant and Equipment and relevant details of right-of-use assets.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(b) According to the information and explanations given to us, the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. ( ) The Company did not own any immoveable property during the financial year ended March 31, 2023 and accordingly the said clause is not applicable.

(d) The Company has not revalued any of its Property, Plant and Equipment (including right-of-use assets) and intangible assets during the year.

(e) No proceedings have been initiated during the year or are pending againstthe Company as at March 31, 2023 for holding any benami property under the Benami Transactions (Prohibition)Act, 1988 (as amended in 2016) and rules made thereunder.

(i)

(a) The Company does not have any inventory and hence reporting under clause 3

(ii)

(a) of the Order is not applicable.

(b) The Company has not been sanctioned working capital limits in excess of \ 5 crore, in aggregate, at any points of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3

(ii)

(b) of the Order is not applicable.

(iii)

(a) The Company has provided loans or provided advances in the nature of loans, or stood guarantee, or provided security to any other entity and the details are as follows:

Name of Party	Guarantees	Security	Loans	Advances in nature of loan
Aggregate amount granted/ provided during the year
- Subsidiaries				248.05
- Joint Venture				-
- Associates				-
- Others
Balance outstanding as at balance sheet date in respect of above cases
- Subsidiaries	27,500	-		5,810.43
- Joint Venture	-			-
- Associates	-			-
- Others	1,38,300			0.74

(b) As per the information and explanation given to us, and based on the documents examined by us, prima facie, the terms and conditions in respect of investment made, guarantees provided, security given and grant of all loans and advances in the nature of loans are not prejudicial to the companys interest. ( ) The loans and advances in nature of loan are repayable on demand and hence clause 3

(iii)

(c) is not applicable.

(d) As informed by the management of the Company, the company has not demanded these loans and hence clause 3

(iii)

(d) is not applicable.

(e) According to the information and explanation provided to us, no loans and advances have fallen due during the year and hence this clause is not applicable to the company. R The company has granted loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable. v) The Company has not accepted any deposits from the public and therefore the provisions of the Clause 3

(v) of the Order are not applicable to the Company.

(vi) The maintenance of cost records has not been specified by the Central Government under section 148

(1) of the Companies Act, 2013 for the business activities carried out by the Company. Thus, reporting under clause 3

(vi) of the order is not applicable to the Company.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) the Company has generally been regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service tax, Goods and Service Tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were in arrears as on 315 March, 2023 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the details of statutory dues of income tax, sales tax, service tax or custom duty, excise duty or value added tax, which have not been deposited on account of appeal are given as under:

Name of the Statue	Nature of the dues	Year	Amount	Forum where dispute is pending
Income Tax Act, 1961	Income Tax Regular assessment dues	AY. 2005-06	6,135.29	Mumbai High Court
Income Tax Act, 1961	Penalty u/s 271 C	A.Y.2006-07	2,923.58	Mumbai High Court
Income Tax Act, 1961	Income tax block assessment dues	AY. 2010-11	166.74	Mumbai High Court
Income Tax Act, 1961	Income Tax Regular assessment dues	AY. 2010-11	292.28	Mumbai High Court
Income Tax Act, 1961	Income tax block assessment dues	AY. 2011-12	230.16	Mumbai High Court
Income Tax Act, 1961	Uls. 144 rw.s.147	AY. 2011-12	138.26	Mumbai High Court
Income Tax Act, 1961	Income Tax Regular assessment dues	AY.2012-13	308.15	Mumbai High Court
Income Tax Act, 1961	ncome Tax Regular assessment dues	AY.2013-14	430.52	Mumbai High Court
Income Tax Act, 1961	Income Tax regular Assessment dues	AY.2014-15	705.75	Mumbai High Court
Income Tax Act, 1961	Uls. 144 rw.s. 147	AY.2015-16	5,400.73	CIT (A)
Income Tax Act, 1961	201(1)/201(1A)	AY.2015-16	1,631.67	CIT- (A)
Income Tax Act, 1961	201(1)/201(1A)	AY.2016-17	1,310.83	CIT- (A)
Maharashtra Stamp Act	Penalty on Stamp Duty	:2015-16	4,804.00	Mumbai High Court
Total			24,477.96

(viii) There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961). (ix) (a) According to the records of the company examined by us, and information and explanations given to us the company we are of the opinion that as on March 31, 2023, the Company has defaulted in repayment of dues to banks, financial institutions. The details of the same are tabulated as under:

Particulars	Principal Default	Period of default since	Interest Default (except Penal Interest)	Period of default since
1 Loan From Union Bank of India	564.14	Mar-16	541.20	Apr-17
2 Loan from J. C. Flowers Assets Reconstruction Pvt. Ltd.	37,058.95	Dec -18	1,330.76	Dec-18
3 Loan From IDBI Bank	3,337.00	Nov-16	5013.64	Apr-17

 

Particulars	Principal Default	Period of default since	Interest Default (except Penal Interest)	Period of default since
4 [Loan from IL&FS	24,870.00	Sept-18	3,881.17	July-18
5 Loan from Reliance Commercial Finance Limited	9,802.00	Feb-19	191.00	Feb-19
6 [Loan from Religare Finvest Limited	78.43		17.07
Total	75,710.52		10,974.84

According to the information and explanation provided to us, Company has not been declared a wilful defaulter by any bank or financial institution or any other lender.

(b) According to the records of the company examined by us, company has not borrowed any term loan during the year and hence this clause is not applicable.

(c) According to the records of the company examined by us, company has not borrowed any short-term loan during the year and hence this clause is not applicable.

(d) The company has not raised any money from any person or entity for the account of or to pay the obligations of its associates, subsidiaries or joint ventures, therefore this clause is not applicable to company.

(e) During the year under review, the Company has not raised any Loan against securities pledged by its subsidiaries, joint ventures or associate companies and hence this clause is not applicable.

(x)

(a) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments). The term loans taken during the year were applied for the purpose for which they were raised.

(b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3

(x)

(b) of the Order is not applicable.

(xi)

(a) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(b) No report under sub-section

(12) of section 143 of the Companies Act has been filled in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.

(c) As per information and explanations given to us, the Company has not received any whistle blower complaints during the year (and upto the date of this report). Hence, reporting under clause 3

(xi)

(c) of the Order is not applicable.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company. Accordingly, reporting under Clause 3

(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone Ind AS financial statements.

(xiv)

(8) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(b) We have considered, the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

(xv) As per information and explanations given to us the Company has not entered into any non-cash transactions with its Directors or persons connected to its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

(xvi)

(a) As explained to us, the Company is not required to be registered under section 45-1Aof the Reserve Bank of India Act, 1934 as this is not applicable to the Company. Hence, reporting under clause 3

(xvi)

(a),

(b) and

(c) of the Order is not applicable.

(b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3

(xvi)

(d) of the Order is not applicable.

(xvii) The Company has incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xvii) There has been no resignation of statutory auditor during the year, and hence this clause is not applicable to the company.

(xix)As referred to Point

(a) of Emphasis of Matter paragraph in our main audit report and as disclosed in Note 35 to the financial statements which also includes the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, there exists a material uncertainty that the Company may not be capable of meeting its liabilities, existing at the date of balance sheet, as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due.

(xx) In our opinion and according to the information and explanations given to us, there is no unspent amount under sub-section

(5) of section 135 of the Act pursuant to any project. Accordingly, clauses 3

(xx)

(a) and 3

(xx)

(b) of the Order are not applicable.

For GPS & Associates

Chartered Accountants

Firms Registration No: 121344W

Shripad Chauhan

Partner

Membership No: 600372

Place: Mumbai

Date: 25th May, 2023

UDIN: 23600372BGZMWV8083

Annexure - B to the Independent Auditors Report of even date on the Standalone financial statements Skil Infrastructure Limited. Report on the Internal Financial Controls under Clause

(i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") We have audited the internal financial controls over financial reporting of Skil Infrastructure Limited ("the Company") and its subsidiaries companies, which are companies incorporated in India, as of March 31, 2023 in conjunction with our audit of the Standalone financial statements of the Company for the year ended on that date. Managements Responsibility for Internal Financial Controls The Board of Directors of the Company and its subsidiary companies are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors Responsibility Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company and its subsidiary companies, which are companies incorporated in India, based on our audit. Ve conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAl and deemed to be prescribed under section 143

(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit an opinion on the internal financial controls over financial reporting of the Company and its subsidiary companies, which are companies incorporated in India. Meaning of Internal Financial Controls over Financial Reporting A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Acompanys internal financial control over financial reporting includes those policies and procedures that (1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion and to the best of our information and explanation provided to us, the Company and its subsidiary companies, which are companies incorporated in India, has in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2023 based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For GPS & Associates

Chartered Accountants

Firms Registration No: 121344W

Shripad Chauhan

Partner

Membership No: 600372

Place: Mumbai

Date: 25th May, 2023

UDIN: 23600372BGZMWV8083