Bharati Defence & Infrastructure Ltd Auditor Reports

ON AUDIT OF QUARTERLY AND ANNUAL FINANCIAL RESULTS OF BHARATI DEFENCE AND INFRASTRUCTURE LIMITED PURSUANT TO REGULATION 33 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

TO THE BOARD OF DIRECTORS OF

BHARATI DEFENCE AND INFRASTRUCTURE LIMITED

Report on the audit of the Standalone Financial Statements

We have audited the accompanying standalone quarterly financial results of Bharati Defence and Infrastructure Limited ("the Company"), for the quarter ended March 31, 2025 and the year to date results for the period from 01/04/2024 to 31/03/2025, being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("LODR Regulations").

In our opinion and to the best of our information and according to the explanations given to us these standalone financial results:

i. Are presented in accordance with the requirements of Regulation 33 of the LODR Regulations in this regard; and

ii. Give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards and other accounting principles generally accepted in India of the net profit/loss and other comprehensive income and other financial information for the quarter ended 31st March 2025 as well as the year-to-date results for the period from 01/04/2024 to 31/03/2025.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Results 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 financial results under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.

We draw attention to the fact that due to the unavailability of supporting books of accounts and documents for the period from April 1, 2024, to June 30, 2024, we were unable to verify the transactions, balances, and disclosures related to this period. Our opinion is therefore modified to the extent of possible effects of such unverified financial information.

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial results for the year ended March 31, 2025. These matters were addressed in the context of our audit of the standalone financial results as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Change in Management and Ongoing Liquidation Process	Our audit procedures included, among others:
As explained to us, during the year under review, there has been a change in the management of the Company pursuant to the liquidation proceedings. The new management took over control of the operations of Bharati Defence and Infrastructure Limited end of June 2024 through the legally prescribed liquidation process. Consequently, the current management does not have access to complete records and supporting documentation for the period prior to their assumption of control.	Performing alternate audit procedures, on a test-check basis, for opening balances and material transactions prior to the new managements control, to the extent possible.
Further, we observed that the erstwhile management did not ensure compliance with various statutory requirements, including timely and adequate disclosures and filings with regulatory authorities such as the Securities and Exchange Board of India (SEBI), BSE Limited, National Stock Exchange of India Limited (NSE), and the Registrar of Companies (ROC).	Evaluating the disclosures made in the financial statements regarding the change in management and the limitations faced by the current management.
This matter was of significance to our audit due to the following:	Assessing the implications of non-compliances with SEBI, BSE, NSE, and ROC filing requirements and their impact on the financial statements.
The potential impact on the reliability of the financial information for the period before July 2024.	Discussing with the new management the steps taken or planned to address compliance gaps and reconstruct records.
The increased risk of material misstatement due to incomplete records and possible non-compliance with regulatory requirements.	We draw attention to the limitations encountered in auditing the information related to the period before July 2024 due to the above factors.
The limitations on audit procedures in verifying transactions, balances, and disclosures attributable to the period prior to the change in management.	During the financial year 2024-25 the Company has not maintained an audit trail (edit log) feature in its accounting software throughout the financial year as required by Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended.
	This matter was of significance in our audit because the audit trail is intended to enhance transparency and accountability in the recording of financial transactions. Although the Company did not comply with the prescribed audit trail requirements, we were able to perform alternative audit procedures to obtain sufficient and appropriate audit evidence to conclude that the financial statements are free from material misstatement.
	Upon takeover of the Company by the new management, a sum of Rs. 13,81,53,870/- was paid to the liquidator towards settlement of the liquidated companys outstanding obligations, including creditors, bank borrowings and other payables. Since the detailed list of creditors and bankers to whom such payments were made is not available, the entire amount has been disclosed under Trade Payables. This treatment has been adopted on a prudent basis, and the Company shall reclassify the amount under appropriate liability heads upon receipt of necessary details from the liquidator.
	Accordingly, this matter was considered to be a key audit matter in our audit of the financial statements for the year ended 31st March 2025.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("CARO 2020") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013, we give in "Annexure A" statement on the matters specified in paragraphs 3 and 4 of the said Order.

2. As required by Section 143(3) of the Companies Act, 2013, we report that, with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, our report is provided in "Annexure B".

Managements Responsibilities for the Standalone Financial Results

These quarterly financial results as well as the year-to-date standalone financial results have been prepared on the basis of the interim financial statements. The Companys Board of Directors are responsible for the preparation of these financial results that give a true and fair view of the net profit/loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, ‘Interim Financial Reporting prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the LODR Regulations.

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 standalone 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 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 management 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 companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, 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 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 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 financial statements, 29 including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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 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.

Other Matter

The Statement includes the results for the quarter ended March 31, 2025, being the balancing figures between the audited figures in respect of the full financial year ended March 31, 2025, and the published unaudited year-to-date figures up to the end of the third quarter of the current financial year, which were subjected to a limited review by us, as required under the Listing Regulations.

"Annexure B" to the Independent Auditors Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

TO THE BOARD OF DIRECTORS OF

BHARATI DEFENCE AND INFRASTRUCTURE LIMITED

We have audited the internal financial controls over financial reporting of Bharati Defence and Infrastructure Limited ("the Company") as of March 31, 2025, 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 Companys management is 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, adherence to companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of 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 Companys internal financial controls over financial reporting based on our audit. We 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 ICAI 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. 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 were established and maintained and whether 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. 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 opinion on the Companys internal financial controls system over financial reporting.

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. A companys 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 authorizations of management and directors of the company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized 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 controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Key Observations

Based on our audit procedures and discussions with management, we draw attention to the following specific matters relating to internal financial controls:

1. Due to the unavailability of complete records and supporting documentation for the period from April 1, 2024, to June 30, 2024, we were unable to verify certain transactions, balances, and disclosures related to this period. This limitation has been disclosed in the main audit report.

2. During the financial year 2024-25, the Company has not maintained an audit trail (edit log) feature in its accounting software throughout the financial year as required under Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended. Although we performed alternate audit procedures and obtained sufficient appropriate evidence, the absence of audit trail reduces transparency in financial reporting.

3. Upon takeover of the Company by the new management, a sum of Rs. 13,81,53,870/- was paid to the liquidator towards settlement of outstanding obligations including creditors, bank borrowings, and other payables. Since detailed breakup of payments made to creditors and banks is not available, the entire amount has been disclosed under Trade Payables on a prudent basis. The Company has represented that the same will be reclassified under appropriate liability heads once details are received from the liquidator.

Opinion

In our opinion, subject to the limitations noted above, the Company 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, 2025, 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 ICAI.

ANNEXURE – A

(Referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date)

Reports under The Companies (Auditors Report) Order, 2020 (CARO 2020) for the year ended on 31st March 2025

To,

The Members of BHARATI DEFENCE AND INFRASTRUCTURE LIMITED

Introductory Note

As stated in the main Audit Report, the Company has undergone a change in management pursuant to NCLT-approved liquidation proceedings. The new management assumed control of the operations at the end of June 2024. Records and information relating to the period April 1, 2024 to June 30, 2024 are incomplete and not available for verification. Accordingly, our reporting is primarily based on information and explanations provided by the new management for the period July 1, 2024 to March 31, 2025, and our comments should be read in that context.

i. Property, Plant and Equipment and Intangible Assets a) According to the information and explanations given to us, the Company does not hold any Property, Plant and Equipment or Intangible Assets as on 31st March 2025. b) Since there are no Property, Plant and Equipment or Intangible Assets, reporting on physical verification is not applicable. c) The Company does not own any immovable properties during the year. d) The Company has not revalued any of its assets during the year. e) No proceedings are initiated or pending against the Company under the Prohibition of Benami Property Transactions Act, 1988.

ii. Inventory a) From the records made available to us, the Company holds inventories during the year. Proper records of inventory have been maintained by the new management from July 2024 onwards. b) Inventories have been physically verified by the management at reasonable intervals and no material discrepancies were noticed. c) The Company has not been sanctioned working capital limits in excess of

5 crores during the year, secured against current assets. iii. Investments, Loans or Advances by the Company

The Company has not made any fresh investments during the year. Certain unsecured advances were granted during the period under the new management, the terms of which are not prejudicial to the interest of the Company. Repayments and recoveries have been regular.

iv. Loans to Directors and Investments by the Company

The Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013, to the extent applicable for the period from July 2024 onwards.

v. Deposits Accepted by the Company

The Company has not accepted any deposits or amounts deemed to be deposits during the year.

vi. Maintenance of Cost Records

The maintenance of cost records has not been prescribed under Section 148(1) of the Companies Act, 2013, for the activities carried out by the Company.

vii. Statutory Dues

According to the records available from July 2024 onwards, the Company has been generally regular in depositing undisputed statutory dues, including provident fund, employees state insurance, income tax, goods and services tax, and other applicable statutory dues with the appropriate authorities. Further, the Company has paid all statutory dues for the period from April 1, 2024 to March 31, 2025, even though the new management took over the Company at the end of June 2024.

viii. Disclosure of Undisclosed Transactions

No transactions relating to previously unrecorded income were surrendered or disclosed during the year under the Income-tax Act, 1961.

ix. Loans or Other Borrowings a) Based on the available information, the Company has not defaulted in repayment of dues to financial institutions or banks during the period under new management. For the earlier period, due to lack of complete records, we are unable to comment. b) The Company has not been declared a wilful defaulter by any bank or financial institution. c) Term loans raised, if any, during the year have been utilised for the purposes for which they were obtained. d) No funds have been raised on a short-term basis during the period under new management.

x. Fraud

No fraud by or on the Company has been noticed or reported during the period under new management. We are unable to comment for the period prior to July 2024 due to lack of records.

xi. Related Party Transactions

Based on the information provided from July 2024 onwards, the Company is in compliance with Sections 177 and 188 of the Companies Act, 2013, with respect to related party transactions.

xii. Internal Audit System

The Company has an internal audit system commensurate with the size and nature of its business during the period under new management.

xiii. Non-Cash Transactions

No non-cash transactions with directors or persons connected with them were entered into during the year.

xiv. Requirement of Registration under Section 45-IA of the RBI Act, 1934

The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

xv. Cash Losses

The Company has not incurred cash losses during the current year and the immediately preceding year.

xvi. Consideration of Outgoing Auditors

From the financial year 2017–18 up to June 2024, the Company was under the control of a Resolution Professional, and during this period no statutory auditors were appointed and consequently, no audits were conducted. Accordingly, our audit has been carried out based on the records and information made available by the new management from July 2024 onwards.

xvii. Material Uncertainty Regarding Meeting Liabilities

Based on the information and explanations provided by the new management, which took over the business through NCLT proceedings, and on examination of records for the period April 1, 2024 to June 30, 2024 (where only limited details and documents were available) and from July 1, 2024 to March 31,

2025 (where complete records were examined), nothing has come to our notice that causes us to believe the Company is not capable of meeting its liabilities as and when they fall due within one year from the balance sheet date. This observation is subject to the limitations arising from incomplete records for the earlier period.

xviii. Corporate Social Responsibility (CSR)

According to the information and explanations given to us, there is no unspent amount under Section 135(5) of the Companies Act, 2013.

FOR A K KOCCHAR & ASSOCIATES

(Chartered Accountants)

FRN: 0120410W

Abhilash Darda

(Partner)

Membership No.: 423896

UDIN: UDIN: 25423896BMKTXE9148

Place: Mumbai

Date: 30/05/2025