To the Members of Capacite Infraprojects Limited
Report on the Audit of the Standalone Financial Statements
Qualified Opinion
We have audited the accompanying standalone financial statements of Capacite Infraprojects Limited (the Company), which comprise the Balance Sheet as at March 31, 2026, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policies and other explanatory information (hereinafter referred to as the standalone financial statements).
In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the Basis for Qualified Opinion section of our report, the aforesaid standalone 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 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, 2026, and its profit (including other comprehensive income), its cash flows and changes in equity for the year ended on that date.
Basis for Qualified Opinion
As described in Note 53 to the standalone financial statements, trade receivables include INR 1,155.93 lakhs (Previous Periods - INR 1,155.93 lakhs) in respect of one party which was earlier considered as Bad Debts/Provided as Expected Credit Loss Allowance, the Management had recorded recovery of the said receivable by giving effect in Other Income/Expected Credit Loss Allowance during the year ended March 31, 2024, based on future recoverability projections. In the absence of sufficient appropriate evidence about the recoverability of the said receivable, we are unable to comment on the recoverability and loss allowance, if any, required on such receivable. The predecessor auditor had modified their opinion in respect of this matter for the financial year ended March 31, 2025.
We conducted our audit of the standalone financial statements 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. 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 ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion on the standalone financial statements.
Emphasis of Matter
We draw attention to the Note 54 to the standalone financial statements in respect of long outstanding trade receivables, contract assets and other exposures amounting to INR 5,492.76 lakhs as at March 31, 2026. The Company has taken legal action against respective parties, including enforcement of available security for recovery. Pending outcome of legal action at various forums, the management, based on the advice of external legal counsel, and as explained in the aforesaid note is confident of recoverability, accordingly, no further adjustments are considered necessary by the Management in the standalone financial statements.
Our opinion is not modified in respect of this matter.
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 statements of the current period. 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. In addition to the matter described in the Basis for Qualified Opinion section, we have determined the matters described below to be the key audit matters to be communicated in our report.
| Key Audit Matters | How the Key Audit Matters was addressed in our audit |
| Revenue recognition for long terms construction contracts (Refer Note 3(c), 26 and 46 to the standalone financial statements) | |
| The Companys derives its revenue from Engineering Procurement and Construction (EPC) contracts, which are complex in nature and span over a number of reporting periods, disclosed under Note 3 (c), 27 and 46 Revenue from contracts with customers as construction contract revenue,whicharerecognizedover a periodoftimeinaccordancewith the requirements of Ind AS 115, Revenue from Contracts with Customers. Due to the nature of the contracts, revenue is recognized based on percentage of completion method which is determined based on proportion of contract costs incurred to date compared to estimated total contract costs, which involves significant judgments including estimate of future costs, revision to original estimates based on new knowledge such as delay in timelines, changes in scope and consequential revised contract price and recognition of the liability for loss making contracts/ onerous obligations. Accuracy of revenues, onerous obligations and profits may deviate significantly during project execution on account of change in judgements and estimates. We identified revenue recognition from long term contracts as a key audit matter because the estimation of total revenue and total cost to complete the contract is inherently subjective, complex and require significant judgment. The same may get subsequently changed due to change in prevailing circumstances, assumptions, contract variations, etc., and could result in significant variance in the revenue and profit or loss from contract for the reporting period. | Our audit procedures include the following: |
| a ) R ead the Companys revenue recognition accounting policies and assessed compliance of the policies with Ind AS 115. | |
| b) Te sted the design, implementation and operating effectiveness of key internal financial controls over the contract revenue, cost estimation process and review and approval thereof through the combination of procedures involving inquiry, observations, reperformance and inspection of evidence. | |
| c) For selected sample of contracts with customers, performed the following procedures: | |
| i) S ele cted a sample of contracts to test, using a risk based criterias which included individual contracts with significant revenue recognized during the year, significant accrued value of work done balances held at the year-end, or low profit margins/no profit margins. | |
| ii) Verified underlying documents such as original contract, and its amendments, key contract terms and milestones, etc. for verifying the estimation of contract revenue and costs and/or any change in such estimation. | |
| iii) Tested the calculation of percentage of completion as per input method adopted by the Management including the testing of costs incurred and recorded against the contracts. | |
| iv) We asse ssed managements estimates by comparing estimated cost with actual costs and discussion on the project specific considerations with the relevant project managers including on our project site visits. | |
| v) We ass ess ed that, fluctuations in commodity, delays, cost overruns related to the performance of work are appropriately taken into consideration while estimating costs to come and also assessed the accounting treatment of expected loss on projects including variable consideration which is recognized in accordance with the Companys accounting policy of revenue recognition. | |
| vi) Discus sed progress to date with project teams to determine whether the remaining costs to complete appear sufficient for the residual risks identified for those projects. | |
| vii) We ass essed that the disclosure of revenue in accordance with Ind AS 115 Revenue from contracts with customers are appropriately presented and disclosed in Note 3(c), 26 and 46 to the standalone financial statements. |
| Key Audit Matters | How the Key Audit Matters was addressed in our audit |
| Recoverability of trade receivables and contract assets (Refer Note 3(c), 8 and 11 to the standalone financial statements) | |
| As at March 31, 2026, Trade receivables and contract assets (net of expected credit loss) amounting to INR 1,08,153.18 lakhs and INR 1,26,836.18 lakhs respectively constitutes approximately 63.02% of total assets of the Company (to the extent, related to trade receivables and contract assets, not covered under Basis for Qualified Opinion and Emphasis of Matter). The Company is required to regularly assess the recoverability of its Trade receivables and contract assets. | a) We evaluated the Managements assessment of the financial circumstances and ability to pay of relevant entities with trade receivables and contract assets balances. These considerations include whether there are regular receipts from the customers, past collection history as well as an assessment of the customers credit ability to make payments, including any project disputes which may result in future claims against the Company. |
| Recoverability of Trade receivables and contract assets was significant to our audit due to the value of amounts which also represents significant portion of the Companys working capital. | b ) P erformed test of details and tested relevant contracts and documents with focus on measurement of work completed during the period for material unbilled revenue balances included in contract asset. |
| In assessing the recoverability of the aforesaid balances and determination of allowance for expected credit loss, managements judgement involves consideration of aging status, historical payment records, evaluation of litigations, the likelihood of collection based on the terms of the contract and the credit information of its customer. Company has taken legal course against certain Trade receivables and contract assets including enforcement of available security to recover those assets and secure its commercial interest. The outcome of such legal action is not ascertainable at present. We considered this as key audit matter due to the materiality of the amounts and significant estimates and judgements as stated above. Accordingly, the recoverability of Trade receivables and contract assets is a key audit matter in our audit of the standalone financial statements due to the materiality of the amounts and significant estimates and judgements as stated above. | c) Pe rformed additional procedures which include, on test check basis, reading the communications to / from customer, physical site visits, verification of last bills certified and subsequent client certifications. |
| d) Tes ted the ageing of trade receivables at year end. | |
| e) W e a ssessed the Companys Expected Credit Loss model applied in determining the recoverable amount. | |
| f) Fo r a ged contract asset balances, held discussions with management on timing and expectation of recoverability, historical payment records, status of certified dues and other relevant correspondence with customers to challenge adequacy of impairment allowance considered. | |
| g) We ass essed that the disclosures of trade receivables and contract assets in accordance with Ind AS 109 Financial Instruments are appropriately presented and disclosed in Note 3(c), 8 and 11 to the standalone financial statements. |
Information Other than the Standalone Financial Statements and Auditors Report Thereon (other information)
The Companys Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including annexures to Boards Report, Business Responsibility & Sustainability Report, Corporate Governance and Shareholders Information, 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 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 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. As described in the Basis for Qualified Opinion section above, we were unable to obtain
sufficient appropriate audit evidence about the recoverability of the said Receivable as at March 31,2026. Accordingly, we are unable to conclude whether or not the other information is materially misstated with respect to this matter.
Responsibilities of Management and Board of Directors for the Standalone Financial Statements
The Companys Management and Board of Directors are 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, cash flows and changes in equity 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. 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 judgments and estimates that are reasonable and prudent; and the 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 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, Management and Board of Directors of the Company are 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 intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Companys management and 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 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.
We give in Annexure A a detailed description of Auditors responsibilities for Audit of the Standalone Financial Statements.
Other Matter
The standalone financial statements of the Company for the year ended March 31, 2025, were audited by predecessor auditor whose report dated May 26, 2025 expressed a modified opinion on those standalone financial statements.
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 sub-section (11) of section 143 of the Act, we give in 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, we report that:
(a) We have sought and except for the matter described in the Basis for Qualified Opinion section above, 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) Except for the possible effects of the matters described in the Basis for Qualified Opinion section above, in our opinion, proper books of account as required by law relating to preparation of the aforesaid standalone financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the standalone financial statements.
(d) Except for the possible effects of the matters described in Basis for Qualified Opinion section above, in our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
(e) The matter described in Basis of Qualified Opinion and Emphasis of matter section of our report, we are unable to assess whether there could be 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, 2026 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2026 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 with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure C.
(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, in our opinion and to the best of our information and according to the explanations given to us:
i. Except for the possible effects of the matters described in Basis for Qualified Opinion section above, the Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 40 to the standalone financial statements.
i i. Except for the possible effects of the matter described in Basis for Qualified Opinion section above, the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts Refer Note 21 to the standalone financial statements. Further, the company did not have any derivative contracts for which there were any material foreseeable losses;
iii. There are no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2026.
iv. a) The Management has represented that, to the best of our knowledge and belief, as disclosed in the Note 55 to the standalone financial statements, 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, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
b) The Management has represented that, to the best of our knowledge and belief, as disclosed in the Note 55 to the standalone financial statements, 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.
c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) contain any material misstatement.
v. No dividend has been declared or paid during the year by the Company.
vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software (refer Note 51 to the standalone financial statements). Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with. Additionally, the audit trail of relevant prior year has been preserved by the Company as per the statutory requirements for record retention, to the extent it was enabled and recorded in those respective years, as stated in Note 51 to the standalone financial statements
The accounting software used for maintenance of payroll records of the Company is operated by a third-party software service provider. We have obtained and reviewed the Independent Service Auditors Assurance Report on the Description of Controls, their Design and Operating Effectiveness (SOC 1 Type 2 report issued in accordance with SAE 3402) for the period from the date of implementation i.e. July 01, 2025 to December 31, 2025. Based on the
report, the audit trail feature at the application and database levels of the said software was enabled and operated effectively throughout the aforesaid period for all transactions. However, in the absence of a SOC 1 Type 2 report or other equivalent independent assurance covering the period from January 01, 2026 to March 31, 2026, we are unable to comment on whether the audit trail feature at the application and database level of the said software continued to be enabled and operated effectively throughout that period or whether there were any instances of audit trail feature being tampered with, as stated in Note 51 to the standalone financial statements.
3. Except for the possible effects of the matter described in Basis for Qualified Opinion section above, in our opinion, according to information, explanations given to us, the remuneration paid or provided by the Company to its directors is within the limits laid prescribed under Section 197 read with Schedule V of the Act.
For M S K A & Associates LLP
(Formerly known as M S K A & Associates) Chartered Accountants ICAI Firm Registration No. 105047W/W101187
Vishit Jhaveri
Partner
Membership No.: 105562 UDIN: 26105562ASWQTO7407 Place: Mumbai Date: May 20, 2026
ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF CAPACITE INFRAPROJECTS LIMITED
Auditors Responsibilities for the Audit of the Standalone Financial Statements
ANNEXURE B TO INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF CAPACITY INFRAPROJECTS LIMITED FOR THE YEAR ENDED MARCH 31, 2026
[Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date to the Members of Capacite Infraprojects Limited on the Standalone Financial Statements for the year ended March
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 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 whether the Company has adequate internal financial controls with reference to standalone 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 the Management and Board of Directors.
- Conclude on the appropriateness of Management and Board of Directors 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.
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 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.
For M S K A & Associates LLP
(Formerly known as M S K A & Associates) Chartered Accountants ICAI Firm Registration No. 105047W/W101187
Vishit Jhaveri
Partner
Membership No.: 105562 UDIN: 26105562ASWQTO7407 Place: Mumbai Date: May 20, 2026
31, 2026]
i. (a) (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) Property, Plant and Equipment, and right of use assets except site establishment (Gross Block of INR 32,135.28 lakhs; Net Block of INR 7,470.84 lakhs) were physically verified by the management according to a phased programme designed to cover all items over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of Property, plant and equipment, and right of use assets have been physically verified by Management during the year. No material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) as disclosed in the standalone financial statements, are held in the name of the Company.
(d) According to the information and explanations given to us, the Company has not revalued its property, plant and Equipment (including Right of Use assets) and intangible assets during the year. Accordingly, the provisions stated under clause 3(i)(d) of the Order are not applicable to the Company.
(e) According to the information and explanations given to us, no proceeding has been initiated or pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988, as amended and rules made thereunder. Accordingly, the provisions stated under clause 3(i) (e) of the Order are not applicable to the Company.
ii. (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification, coverage and procedure of such verification is reasonable and appropriate, having regard to the size of the Company and the nature of its operations. The discrepancies noticed on physical verification of inventory as compared to book records were not 10% or more in aggregate for each class of inventory.
(b) During any point of time of the year, the Company has been sanctioned working capital limits in excess of 5 crores rupees, in aggregate from Banks and financial institutions, on the basis of security of current assets. Based on the records examined by us in the normal course of audit of the standalone financial statements, quarterly returns/statements filed with such Banks/ financial institutions are in agreement with the books of accounts of the Company. Refer Note 18 to the standalone financial statements.
iii. (a) According to the information and explanations
provided to us, the Company has provided loans, advances in the nature of loans, stood guarantee, and/or provided security to other entities.
(A) The details of such loans, advances, guarantee or security to subsidiaries, Joint Ventures and Associates are as follows:
(Amount in INR lakhs)
| Guarantees | Security | Loans | Advances in the nature of loans | |
| Aggregate amount granted/provided during the year | ||||
| Subsidiaries | NIL | NIL | NIL | NIL |
| Joint Ventures | NIL | NIL | NIL | NIL |
| Associates | 4,521.54 | NIL | NIL | NIL |
| Balance Outstanding as at balance sheet date in respect of above cases | ||||
| Subsidiaries | NIL | NIL | NIL | NIL |
| Joint Ventures | NIL | NIL | NIL | NIL |
| Associates | 9,043.08 | NIL | NIL | NIL |
| AND |
(B) The details of such loans, advances, guarantee or security to parties other than Subsidiaries, Joint ventures and
| Associates are as follows: | (Amount in INR lakhs) | |||
| Particulars | Guarantees | Security | Loans | Advances in the nature of loans |
| Aggregate amount granted/provided during the year | ||||
| Others* | 28,877.64 | NIL | NIL | 96.31 |
| Balance Outstanding as at balance sheet date in respect of above cases | ||||
| Others | 49,772.95 | NIL | NIL | 62.60 |
Note: Excluding Guarantee renewed/ converted to surety bond during the year.
(b) According to the information and explanations given to us and based on the audit procedures performed by us, we are of the opinion that the investments made, guarantees provided, securities given and terms and conditions in relation to grant of all loans and advances in the nature of loans, investments made, guarantees provided and securities given are not prejudicial to the interest of the Company.
(c) In case of the loans and advances in the nature of loan, schedule of repayment of principal and payment of interest have been stipulated and the borrowers have been regular in the repayment of the principal and payment of interest.
(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no amounts overdue for more than ninety days in respect of the loans and/ or advances in the nature of loans
(e) According to the information and explanations provided to us, the loans or advances in the nature of loan granted has not fallen due during the year. Accordingly, the provisions stated under clause 3(iii)(e) of the Order are not applicable to the Company.
(f) According to the information and explanations provided to us, the Company has not any granted loans and / or advances in the nature of loans, including to promoters or related parties as defined in clause (76) of section 2 of the Companies Act, 2013 either repayable on demand or without specifying any terms or period of repayment during the year. Accordingly, the requirement to report under clause 3(iii)(f) of the Order is not applicable to the Company.
iv. According to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act in respect of loans, investments, guarantees and security made.
v. According to the information and explanations given to us, the Company has neither accepted any deposits from the public nor any amounts which are deemed to be deposits, within the meaning of the provisions of Sections 73 to 76 of the Companies Act, 2013 and the rules framed there under. Accordingly, the requirement to report under clause 3(v) of the Order is not applicable to the Company.
vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Companies Act, 2013 in respect to construction and infrastructural development. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
vii. (a) According to the information and explanations given to us and the records examined by us, in our opinion, undisputed statutory dues including [Goods and Services tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess,] and other statutory dues have generally been regularly deposited with the appropriate authorities during the year, though there has been a slight delay in a few cases. No undisputed amounts payable in respect of these statutory dues were outstanding as at March 31, 2026, for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us and the records examined by us, dues relating to goods and services tax, provident fund and Income-tax which have not been deposited as on March 31, 2026, on account of any dispute, are as follows:
| Name of the statute | Nature of dues | Amount Demanded (In Lakhs) | Period to which the amount relates (In Lakhs) | Forum where dispute is pending |
| Income Tax Act, 1961 | Income Tax | 4,499.76 | - FY 2016-17 to FY 2018-19, FY 2022-23 to FY 2023-24 | Commissioner of Income Tax (Appeal), National Faceless Assessment Centre |
| The Employees Provident Fund and Miscellaneous provision Act, 1952 | Employee Provident Fund | 106.29 | 58.15 Sep 2014 to May 2015 | Employee Provident Fund Organisation (Assistant Commissioner) |
| Central Goods & Service Tax Act, 2017 | Goods & Service Tax | 882.70 | 80.25 June 2018, December 2020, FY 2019-20, | Additional Commissioner of State Tax - Grade II |
| Central Goods & Service Tax Act, 2017 | Goods & Service Tax | 25.72 | 1.34 2021-22 | Addl./Joint Commissioner (Appeals) |
| Central Goods & Service Tax Act, 2017 | Goods & Service Tax | 4,915.93 | 267.16 FY 2018-19, FY 202021 to FY 2023-24 | Deputy Commissioner of State Tax |
| Central Goods & Service Tax Act, 2017 | Goods & Service Tax | 205.35 | 11.61 FY 2020-21 to FY 2021-22 | Deputy/ Joint Commissioner of State Tax |
| Central Goods & Service Tax Act, 2017 | Goods & Service Tax | 614.24 | 26.47 FY 2017-18 to FY 2018-19 | Deputy/additional Commissioner of State Tax |
| Central Goods & Service Tax Act, 2017 | Goods & Service Tax | 3.13 | - FY 2019-20 | Deputy/Joint Commissioner. |
| Central Goods & Service Tax Act, 2017 | Goods & Service Tax | 19.06 | 1.08 FY 2021-22 | Joint Commissioner (Appeals)-4 |
| Central Goods & Service Tax Act, 2017 | Goods & Service Tax | 2,204.93 | 146.58 FY 2017-18 to FY 2021-22 | Joint/Additional Commissioner of Central and Excise |
| Central Goods & Service Tax Act, 2017 | Goods & Service Tax | 71.00 | 3.49 FY 2018-19 | Special Commissioner of State Tax |
viii. According to the information and explanations given to us, there are no transaction which are not recorded in the books of account which have been surrendered or disclosed as income during the year in Income-tax Assessment under the Income Tax Act, 1961. Accordingly, the requirement to report as stated under clause 3(viii) of the Order is not applicable to the Company.
ix. (a) Loans amounting to INR 1,204 lakhs are repayable on demand and terms and conditions for repayment of interest thereon have not been stipulated. According to the information and explanations given to us and the records of the Company examined by us, such loans and interest thereon have not been demanded for repayment during the relevant financial year. The Company has not defaulted in repayment of other loans or borrowings or in payment of interest thereon to any lender.
(b) According to the information and explanations given to us and on the basis of our audit procedures, we report that the Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(c) In our opinion and according to the information and explanations provided to us, money raised by way of term loans during the year have been applied for the purpose for which they were raised. Refer Note 18 to the standalone financial statements.
(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the standalone financial statements of the Company, we report that no funds raised on short-term basis have been utilised for long-term purposes by the Company.
(e) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, we report that the Company has not taken any funds from an any entity or person on account of or to meet the obligations of its subsidiaries, associates, or joint ventures.
(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies. Accordingly, the requirement to report under Clause 3(ix)(f) of the order is not applicable to the Company.
x. (a) In our opinion and according to the information and explanations given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the reporting requirement under clause 3(x)(a) of the Order is not applicable to the Company.
(b) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partly, or optionally convertible) during the year. Accordingly, the requirements to report under clause 3(x)(b) of the Order is not applicable to the Company.
xi. (a) Based on our examination of the books and records
of the Company and according to the information and explanations given to us, we report that no fraud by the Company or no material fraud on the Company has been noticed or reported during the year in the course of our audit.
(b) During the year no report under Section 143(12) of the Act, has been filed by cost auditor/ secretarial auditor or by us in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.
(c) As represented to us by the Management, there are no whistle-blower complaints received by the Company during the year.
xii. The Company is not a Nidhi Company. Accordingly, the provisions stated under clause 3(xii)(a) to (c) of the Order are 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 Companies Act, 2013, where applicable and details of such transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.
xiv. (a) In our opinion and based on our examination, the
Company has an internal audit system commensurate with the size and nature of its business.
(b) We have considered the internal audit reports of the Company issued during the year and issued till the date of our audit report, for the period under audit
in determining the nature, timing and extent of our audit procedures.
xv. According to the information and explanations given to us, and based on our examination of the records of the Company, in our opinion during the year the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and accordingly, the requirement to report on clause 3(xv) of the Order is not applicable to the Company.
xvi. (a) The Company is not required to be registered under
Section 45 IA of the Reserve Bank of India Act, 1934 (2 of 1934) and accordingly, the requirements to report under clause 3(xvi)(a) of the Order is not applicable to the Company.
(b) The Company is not engaged in any Non-Banking Financial or Housing Finance activities during the year and accordingly, the provisions stated under clause 3 (xvi)(b) of the Order are not applicable to the Company.
(c) The Company is not a Core investment Company (CIC) as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report under clause 3 (xvi)(c) of the Order is not applicable to the Company.
(d) The Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) does not have any Core Investment Company (as part of its group. Accordingly, the requirement to report under clause 3(xvi)(d) of the Order is not applicable to the Company.
xvii. Based on the overall review of standalone financial statements, the Company has not incurred cash losses in the current financial year and in the immediately preceding financial year. Accordingly, the requirement to report under clause 3(xvii) of the Order is not applicable to the Company.
xviii. There has been no resignation of the statutory auditors during the year. Accordingly, reporting under clause 3(xviii) of the Order is not applicable to the Company. xix. According to the information and explanations given to us and on the basis of the financial ratios (as disclosed in Note 52 to the standalone financial statements), ageing and expected dates of realisation of financial assets
and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not 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. (a) In respect of other than ongoing projects, the
Company has transferred unspent amount to a Fund specified in Schedule VII of the Companies Act, 2013 within a period of six months of the expiry of the financial year in compliance with second proviso to Section 135(5) of the Companies Act, 2013 as explained in Note 34(a) to the standalone financial statements.
(b) There are no ongoing projects and accordingly reporting under Clause 3(xx)(b) of the Order is not applicable to the Company.
xxi. The reporting under clause 3(xxi) of the Order is not applicable in respect of audit of standalone financial statements. Accordingly, no comment in respect of the said Clause has been included in the report.
For M S K A & Associates LLP
(Formerly known as M S K A & Associates) Chartered Accountants ICAI Firm Registration No. 105047W/W101187
Vishit Jhaveri
Partner
Membership No.: 105562 UDIN: 26105562ASWQTO7407 Place: Mumbai Date: May 20, 2026
ANNEXURE C TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS OF CAPACITE INFRAPROJECTS LIMITED
[Referred to in paragraph 1(g) under Report on Other Legal and Regulatory Requirements section of our report of even date to the Members of Capacite Infraprojects Limited on the Standalone Financial Statements for the year ended March
31, 2026]
Report on the Internal Financial Controls with reference to standalone financial statements under Clause (i) of Subsection 3 of Section 143 of the Act
Opinion
We have audited the internal financial controls with reference to standalone financial statements of Capacite Infraprojects Limited (the Company) as of March 31, 2026 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
In our opinion, and to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2026, based on the internal financial controls with reference to standalone financial statements 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 (the Guidance Note) issued by the ICAI.
Managements and Board of Directors Responsibilities for Internal Financial Controls
The Companys Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to standalone financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the 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 Act.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note issued by the ICAI and the Standards on Auditing (SAs) prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements. 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 with reference to standalone financial statements 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 with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to standalone financial statements, 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 judgement, including the assessment of the risks of material misstatement of the standalone 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 with reference to standalone financial statements.
Meaning of Internal Financial Controls with Reference to Standalone Financial Statements
A Companys internal financial control with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control with reference to standalone financial statements 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 standalone 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 standalone financial statements.
Inherent Limitations of Internal Financial Controls with Reference to Standalone Financial Statements
Because of the inherent limitations of internal financial controls with reference to standalone financial statements, 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 with reference to standalone financial statements to future periods are subject to the risk that the internal financial control with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
For M S K A & Associates LLP
(Formerly known as M S K A & Associates) Chartered Accountants ICAI Firm Registration No. 105047W/W101187
Vishit Jhaveri
Partner
Membership No.: 105562 UDIN: 26105562ASWQTO7407 Place: Mumbai Date: May 20, 2026
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