HEC Infra Projects Auditors Report


To The Members of HEC INFRA PROJECTS LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of HEC INFRA PROJECTS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2023; the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and notes to financial statements, including a summary of significant accoun ng policies and other explanatory informa on (hereina er referred to as "Financial Statements"). In our opinion and to the best of our informa on and according to the explana ons given to us, the aforesaid financial statements give the informa on 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 read with the Companies (Indian Accoun ng Standards) Rules, 2015, as amended,("Ind AS")and other accoun ng principles generally accepted in India, to the extent applicable; of the state of a airs of the Company as at 31st March, 2023; its Profit including Other Comprehensive Income, its Cash Flows and the Statement of Changes in Equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Audi ng specified under sec on 143 (10) of the Act (SAs). Our responsibili es under those Standards are further described in the Auditors Responsibility for the Audit of the Financial Statements sec on of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Ins tute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibili es in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Key Audit Ma ers

Key audit ma ers are those ma ers that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These ma ers were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon.

Based on our audit of Financial Statements of the Company for the period under review, we did not come across any material Key Audit Ma ers to be communicated in our report.

Informa on Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the prepara on of the other informa on. The other informa on comprises the Directors Report including Annexure to the Directors Report, but does not include the financial statements and our auditors report thereon. Our opinion on the financial statements does not cover the other informa on and we do not express any form of assurance conclusion thereon.

In connec on with our audit of the financial statements, our responsibility is to read the other informa on and, in doing so, consider whether the other informa on is materially inconsistent with the financial statements or our knowledge obtained during the course of our 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 informa on, we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the ma ers stated in sec on 134(5) of the Act with respect to the prepara- on of these Ind AS financial statements that give a true and fair view of the financial posi on, financial performance, including other comprehensive income, changes in equity and cash flows of the Company in accordance with accoun ng principles generally accepted in India, including the Indian Accoun ng Standards (Ind AS) prescribed under Sec on 133 of the Act, read with the Companies (Indian Accoun ng Standards) Rules 2015, as amended. This responsibility also includes maintenance of adequate accoun ng records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preven ng and detec ng frauds and other irregulari es; selec on and ap-plica on of appropriate accoun ng policies; making judgments and es mates that are reasonable and prudent; and design, implementa on and maintenance of adequate internal financial controls, that were opera ng e ec vely for ensuring the accuracy and completeness of the accoun ng records, relevant to the prepara on and presenta on of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Companys ability to con nue as a going concern, disclosing, as applicable, ma ers related to going concern and using the going concern basis of accoun ng unless management either intends to liquidate the Company or to cease opera ons, or has no realis c alterna ve but to do so.

The Board of Directors are also responsible for overseeing the Companys financial repor ng process.

Auditors Responsibility for the Audit of the Financial Statements

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skep cism throughout the audit. We also: Iden fy 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 detec ng a material misstatement resul ng from fraud is higher than for one resul ng from error, as fraud may involve collusion, forgery, inten onal omissions, misrepresenta ons, or the override of internal control. Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under sec on 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the opera ng e ec veness of such controls. Evaluate the appropriateness of accoun ng policies used and the reasonableness of accoun ng es mates and related disclosures made by the management. Conclude on the appropriateness of managements use of the going concern basis of accoun ng and, based on the audit evidence obtained, whether a material uncertainty exists related to events or condi ons that may cast significant doubt on the Companys ability to con nue as a going concern. If we conclude that a material uncertainty exists, we are required to draw a en on 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 condi ons may cause the Company to cease to con nue as a going concern. Evaluate the overall presenta on, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transac ons and events in a manner that achieves fair presenta on. We communicate with those charged with governance regarding, among other ma ers, the planned scope and ming of the audit and significant audit findings, including any significant deficiencies in internal control that we iden fy 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 rela onships and other ma ers that may reasonably be thought

Report on Other Legal and Regulatory Requirements

1)As required by Sec on 143(3) of the Act, based on our audit we report that:

We have sought and obtained all the informa on and explana ons which to the best of our knowledge and belief were necessary for the purposes of our audit. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examina on of those books. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the statement of changes in equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. In our opinion, the aforesaid financial statements comply with the Ind AS specified under Sec on 133 of the Act read with the Companies (Indian Accoun ng Standards) Rules, 2015 as amended; On the basis of the wri en representa ons received from the directors as on 31st March, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31stMarch, 2023 from being appointed as a director in terms of Sec on 164(2) of the Act. With respect to the adequacy of the internal financial controls over financial repor ng of the Company and the opera ng e ec veness of such controls, refer to our separate Report in "Annexure A". With respect to the other ma ers to be included in the Auditors Report in accordance with the requirements of sec on 197(16) of the Act, as amended, in our opinion and to the best of our informa on and according to the explana ons given to us, the remunera on paid by the Company to its directors during the year is in accordance with the provisions of sec on 197 read with Schedule V to the Act. With respect to the other ma ers 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 informa on and according to the explana ons given to us: The Company does not have any pending li ga ons which would impact its financial posi on. The Company does not have any long-term contracts including deriva ve contracts for which there were any material foreseeable losses. There were no amounts which were required to be transferred to the Investor Educa on and Protec on Fund by the Company.

a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) 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 or en ty, including foreign en ty ("Intermediaries"), with the understanding, whether recorded in wri ng or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or en es iden fied in any manner whatsoever by or on behalf of the Company ("Ul mate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ul mate Beneficiaries;

b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or en ty, including foreign en ty ("Funding Par es"), with the understanding, whether recorded in wri ng or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or en es iden fied in any manner whatsoever by or on behalf of the Funding Party ("Ul mate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ul mate Beneficiaries;

c) Based on such audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our no ce that has caused us to believe that the representa ons under sub-clause (a) and (b) contain any material misstatement.

The Company has not declared or paid any dividend during the year.

As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government in terms of Sec- on 143(11) of the Act, we give in "Annexure B" a statement on the ma ers specified in paragraphs 3 and 4 of the Order, to the extent applicable.

ANNEXURE - A TO THE AUDITORS REPORT

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

We have audited the internal financial controls over financial repor ng of HEC INFRA PROJECTS LIMITED ("The Company") as on 31st March 2023 in conjunc on with our audit of the 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 repor ng criteria established by the Company considering the essen al components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Ins tute of Chartered Accountants of India (‘ICAI). These responsibili es include the design, implementa on and maintenance of adequate internal financial controls that were opera ng e ec vely for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the preven on and detec on of frauds and errors, the accuracy and completeness of the accoun ng records, and the mely prepara on of reliable financial informa on, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial repor ng based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Re-por ng (the "Guidance Note") and the Standards on Audi ng, issued by ICAI and deemed to be prescribed under sec on 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 Ins tute 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 repor ng was established and maintained and if such controls operated e ec vely in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial repor ng and their opera ng e ec veness. Our audit of internal financial controls over financial repor ng included obtaining an understanding of internal financial controls over financial repor ng, assessing the risk that a material weakness exists, and tes ng and evalua ng the design and opera ng e ec veness 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 opinion on the Companys internal financial controls system over financial repor ng.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial repor ng is a process designed to provide reasonable assurance regarding the reliability of financial repor ng and the prepara on of financial statements for external purposes in accordance with generally accepted accoun ng principles. A companys internal financial control over financial repor ng includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transac- ons and disposi ons of the assets of the company; (2) provide reasonable assurance that transac ons are recorded as necessary to permit prepara on of financial statements in accordance with generally accepted accoun ng principles, and that receipts and expenditures of the company are being made only in accordance with authorisa ons of management and directors of the company; and (3) provide reasonable assurance regarding preven on or mely detec on of unauthorised acquisi on, use, or disposi on of the companys assets that could have a material effect on the financial statements.

Inherent Limita ons of Internal Financial Controls over Financial Reporting

Because of the inherent limita ons of internal financial controls over financial repor ng, 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, projec ons of any evalua on of the internal financial controls over financial repor ng to future periods are subject to the risk that the internal financial control over financial repor ng may become inadequate because of changes in condi ons, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial re-por ng and such internal financial controls over financial repor ng were opera ng e ec vely as at 31st March 2023, based on the internal control over financial repor ng criteria established by the Company considering the essen al components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Ins tute of Chartered Accountants of India.

ANNEXURE-B TO THE AUDITORS REPORT

The Annexure referred to in our report to the members of HEC INFRA PROJECTS LIMITED for the year ended 31st March, 2023.

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that: In respect of the 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. The company has maintained proper records showing full particulars of Intangible assets. (b) According to information and explanation given to us and on the basis of our examina tion of the records of the Company, Property, plant and equipment have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification. ( c) According to information and explanation given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the company. (d) According to the information and explanations given to us, the Company has not reval ued its property, plant and Equipment (including Right of Use assets) or its intangible as sets. Accordingly, the requirements under paragraph 3(1)(d) of the Order are not appli cable to the Company. ( e) According to the information and explanations given to us, no proceeding has been initi ated or pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder. Accordingly, the provi sions stated in paragraph 3(1) (e) of the Order are not applicable to the Company.

2. (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verifica on, coverage & procedure of such verifica on is reasonable and appropriate. No material discrepancies were no ced on such verifica on.

(b) According to the informa on and explana ons provided to us, the Company has been sanc oned working capital limits in excess of Rs. 5 crores in aggregate from Banks/financial ins tu ons on the basis of security of current assets. Monthly returns / statements filed with such Banks/ financial ins tu ons are in agreement with the books of account.

3. According to the informa on explana on provided to us, the Company has not made any investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other par- es. Hence, the requirements under paragraph 3(3) of the Order are not applicable to the Company.

4. In our opinion and according to the informa on and explana ons given to us, the Company has not either directly or indirectly, granted any loan to any of its directors or to any other person in whom the director is interested, in accordance with the provisions of sec on 185 of the Act and the Company has not made investments through more than two layers of investment companies in accordance with the provisions of sec on 186 of the Act. Accordingly, provisions stated in paragraph 3(4) of the Order are not applicable to the Company.

5. In our opinion and according to the informa on and explana ons given to us, the Company has not accepted any deposits from the public within the meaning of Sec ons 73, 74, 75 and 76 of the Act and the rules framed there under.

6. The provisions of sub-sec on (1) of sec on 148 of the Act are not applicable to the Company as the Central Government of India has not specified the maintenance of cost records for any of the products of the Company. Accordingly, the provisions stated in paragraph 3 (6) of the Order are not applicable to the Company.

7 (a) According to the informa on and explana ons given to us and the records of the Company examined by us, in our opinion, undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Sales-Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess have been generally regularly deposited by the company with appropriate authori- es in all cases during the year.

According to the informa on and explana ons given to us and the records of the Company examined by us, in our opinion, no undisputed amounts payable as at March 31, 2022 for a period of more than six months from the date they became payable.

(b) According to the informa on and explana on given to us and the records of the Company examined by us, there are no dues of Income Tax, Goods and Service Tax, Customs Duty, Cess and any other statutory dues which have not been deposited on account of any dispute.

8. According to the informa on and explana ons given to us and on the basis of our examina on of the records of the Company, there are no unrecorded transac ons in the books of account, surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

9. (a) According to the informa on and explana ons given by the management, we are of the opinion that, the company has generally not defaulted in repayment of dues to banks, financial ins tu ons or Government, except few cases of delays.

(b) According to the informa on and explana ons given to us and on the basis of our audit procedures, we report that the company has not been declared willful defaulter by any bank or financial ins tu on or government or any government authority.

(c) In our opinion and according to the informa on explana on provided to us, money raised by way of term loans during the year have been applied for the purpose for which they were raised.

(d) According to the informa on and explana ons given to us, and the procedures performed by us, and on an overall examina on of the standalone financial statements of the company, we report that no funds raised on short-term basis have been used for long-term purposes by the company.

(e) According to the informa on explana on given to us and on an overall examina on of the standalone financial statements of the Company, we report that the company has not taken any funds from any en ty or person on account of or to meet the obliga ons of its subsidiaries, associates or joint ventures.

(f) According to the informa on and explana ons given to us and procedures performed by us, we report that the Company has not raised

10. (a) The Company did not raise any money by way of ini al public offer or further public offer (including debt instruments) during the year. Accordingly, the provisions stated in paragraph 3 (10)(a) of the Order are not applicable to the Company.

(b) According to the informa on and explana ons given to us and based on our examina on of the records of the Company, the Company has not made any preferen al allotment or private placement of shares or fully, partly or op onally conver ble debentures during the year. Accordingly, the provisions stated in paragraph 3 (10)(b) of the Order are not applicable to the Company.

11. (a) Based on examina on of the books and records of the Company and according to the informa on and explana ons given to us, considering the principles of materiality outlined in Standards on Audi ng, we report that no fraud by the Company or on the Company has been no ced or reported during the course of the audit.

(b) According to the informa on and explana ons given to us, no report under sub-sec on (12) of Sec on 143 of the Companies Act, 2013 has been filed by the auditors 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. Accordingly, the provisions stated in paragraph (11)(c) of the Order is not applicable to company. 12. In our opinion and according to the informa on and explana ons given to us, the Company is not a Nidhi Company. Accordingly, the provisions stated in paragraph 3(12) of the Order are not applicable to the Company.

13. According to the informa on and explana on given to us and based on our examina on of the records of the company, transac ons with the related parties are in compliance with sec ons 177 and 188 of the Act where applicable and details of such transac ons have been disclosed in the financial statements as required by the applicable accoun ng standards.

14. (a) In our opinion and based on our examina on, the Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered internal audit reports issued by internal auditors during our audit.

15. According to the informa on and explana ons given to us, in our opinion during the year the Company has not entered into non-cash transac- ons with directors or persons connected with its directors and hence the provisions stated in paragraph 3(15) of the Order are not applicable to the Company.

16. (a) In our opinion, the Company is not required to be registered under sec on 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions stated in paragraph clause 3 (16)(a) of the Order are not applicable to the Company. (b) In our opinion, the Company has not conducted any Non-Banking Financial or Housing Finance activities without any valid Cer ficate of Registra on from Reserve Bank of India. Hence, the repor ng under paragraph clause 3 (16)(b) of the Order are not applicable to the Company. (c) The Company is not a Core investment Company (CIC) as defined in the regula ons made by Reserve Bank of India. Hence, the repor ng under paragraph clause 3 (16)(c) of the Order are not applicable to the Company. (d) The Company does not have any CIC as part of its group. Hence the provisions stated in paragraph clause 3 (16) (d) of the order are not applicable to the company. 17. 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. Hence, the provisions stated in paragraph clause 3 (17) of the Order are not applicable to the Company. 18. There has been no resigna on of the statutory auditors during the year. Hence, the provisions stated in paragraph clause 3 (18) of the Order are not applicable to the Company. 19. According to the informa on and explana ons given to us and based on our examina on of financial ra os, age-ing and expected date of realiza on of financial assets and payment of liabili es, other informa on accompanying the standalone financial statements, our knowledge of the Board of Directors and management plans, we are of the opinion that no material uncertainty exists as on the date of audit report and the Company is capable of meeting its liabili es exis ng at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. 20. In our opinion and according to the informa on and explana ons given to us, there is no unspent amount under sub-sec on (5) of Sec on 135 of the Companies Act, 2013 pursuant to any project. Hence, the provisions of paragraph (20)(a) to (b) of the Order are not applicable to the Company. 21. According to the informa on and explana ons given to us, the Company does not have any Subsidiary, Associate or Joint Venture. Accordingly, repor ng under clause 3(21) of the Order is not applicable.