MBL Infrastructure Ltd Auditor Reports

INDEPENDENT AUDITORS REPORT

To The Members of MBL Infrastructure Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of MBL Infrastructure Limited ("the Company"), which comprise the standalone balance sheet as at March 31,2024, and the standalone statement of profit and loss including other comprehensive income, the standalone statement of changes in equity and the standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of the 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 provided to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 as amended ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, thereof ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its profit (including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis of Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("SAs") as 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 made 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 obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to the following matters in the notes to the accompanying Standalone Financial Statements:

a. Note 3(a) regarding the approval of Resolution Plan dated November 22, 2017 submitted by Mr. A .K Lakhotia with 78.50% CoC majority was approved under IBC, 2016 and Orders dated April 18, 2018, March 11, 2022 and September 13, 2023 by Honble National Company Law Tribunal ("NCLT"), Kolkata, Orders dated August 16, 2019, May 23, 2023 and August 10, 2023 by Honble National Company Law Appellate Tribunal ("NCLAT") and Orders dated January 18, 2022, August 04, 2023 and September 25, 2023 by Honble Supreme Court were passed and the Resolution Plan has attained finality. The period from April 18, 2018 till August 04, 2023 is formally excluded from the calculation period of implementation of Resolution Plan and all dates mentioned in the Resolution Plan are consequentially extended for implementation of Resolution Plan The ageing of the borrowing has been taken as per Honble NCLT/NCLAT orders and may undergo changes after implementation of Resolution Plan by banks.

b. Note 6.3 regarding Non-Current Investments by the Company as at March 31,2024 (i) Non-Current Investment amounting to Rs.1,000.00 lakhs (March 31, 2023; Rs.1,000.00 lakhs) in MBL (MP) Road Nirman Company Limited and (ii) Non-Current Investment amounting to Rs.1,200.00 lakhs (March 31,2023; Rs.1,200.00 lakhs) in AAP Infrastructure Limited. All the above entities are wholly owned by the Company along with its wholly owned subsidiary Company, MBL Projects Ltd, and have incurred losses due to cancellation/termination of the projects. The net worth of the above entities as at March 31, 2024 have been fully eroded. The net worth of these subsidiaries does not represent true market value of the underlying investment/assets. Claims have been filed against the cancellation/termination of the projects. These claims are based on the terms and conditions implicit in the contract in respect of the cancelled/terminated projects. Considering the contractual tenability; legal advice received and progress of arbitration/ litigation, the management is confident that the realisable amount is higher than the carrying value of the investments and, therefore, has considered the investment in the above subsidiaries as good and recoverable.

c. Note 6.4 regarding Non-Current Investment by the Company as at March 31, 2024 amounting to Rs.1,500.00 lakhs (March 31, 2023; Rs.1,500.00 lakhs) in its wholly owned subsidiary company MBL (MP) Toll Road Company Ltd ("MTRCL"). The net worth of subsidiary as at March 31,2024 have been fully eroded. The net worth of subsidiary does not represent true market value of the underlying investment/ assets. There was a participation in concession agreement dated December 07, 2011 by way of project centric ECB facility as per prudential norms of financing infrastructure projects in India in terms of RBI guidelines and other applicable Indian laws in Toll + Annuity project of MTRCL. Repayments and interest were to be made from escrow account out of deposit of semi annual annuity and user fee (toll) on achievement of Completion / Commercial Operation Date (COD). Arbitration proceedings have been initiated by MTRCL under Arbitration and Conciliation Act, 1996 vide notice dated March 20, 2023 against the Authority and Lenders Representative / Escrow Agent for differences and disputes that have arisen due to breach of escrow agreement dated March 22, 2012. The Arbitration case has been registered with Indian Council of Arbitration and MTRCL has raised claims of Rs. 35,429.00 Lakhs. Lenders Representative has preferred proceedings under IBC, 2016 which has been contested by MTRCL as non-maintainable, inter-alia, on account of pending arbitration for adjudication of disputes. Based on estimates like future business plan, arbitration proceedings and other factors, the management is confident that the realizable amount is higher than the carrying value of the investment and, therefore, the investment in the above subsidiary is good and recoverable.

d. Note 6.5 regarding Non-Current Investment by the Company as at March 31, 2024 amounting to Rs.2,984.25 lakhs (March 31, 2023; Rs.2,984.25 lakhs) in its wholly owned subsidiary company MBL Projects Ltd. The net worth of the subsidiary does not represent true market value of the underlying investment/assets. The subsidiary holds shares in downstream SPVs in which projects were cancelled/ terminated. Claims have been filed against cancellation/termination of the projects. These claims are based on the terms and conditions implicit in the contract in respect of cancelled/terminated projects. Considering the contractual tenability; legal advice received and progress of arbitration/ litigation, the management is confident of recovery of these claims. In view of this, the management is confident that the realisable amount is higher than the carrying value of the investment and, therefore, has considered the investment in the above subsidiary as good and recoverable.

e. Note 6.6 regarding Non-Current Investment by the Company as at March 31, 2024 amounting to Rs.18,505.23 lakhs (March 31, 2023; Rs.18,505.23 lakhs) in its wholly owned subsidiary company Suratgarh Bikaner Toll Road Company Private Limited (SBTRCPL). The net worth of the subsidiary does not represent true market value of the underlying investment/assets. There has been delay in Completion / Commercial Operation Date (COD) in respect of the DBFOT Project of the wholly owned subsidiary Company, Suratgarh Bikaner Toll Road Company Private Ltd. (SBTRCPL) and SBTRCPL has applied to the Authority for extension of time in terms of the Concession Agreement. The repayment of loans is linked to Completion / COD. The Lenders had given undertaking not to recover till Completion. Differences and Disputes have arisen and SBTRCPL has invoked Arbitration in terms of the Dispute Resolution Mechanism under the Escrow Agreement dated April 10, 2013 on account of material defaults / breaches on their part in fulfilling their obligation as per provisions of the Concession Agreement, Substitution Agreement and Escrow Agreement and filed claims of Rs.1,04,552.00 lakhs. SBTRCPL started its tolling operations on February 17, 2019 for 156.635 km which increased to 166.415 km from April 01,2021 and further to 170.26 km from October 01,2023. The sanction rate of interest was 12.50% p.a. with reset clause on Completion / COD. Pending dispute resolution, provision for finance cost has been made @ 7.60% p.a. w.e.f. April 01,2020 (rate as per the proposed Resolution Plan as on that date). In case the dispute is decided against SBTRCPL, there may be additional provision of interest of Rs.7,846.00 lakhs as on March 31, 2024 (Rs.6,269.00 lakhs as on March 31,2023). In case the Dispute is resolved / settlement is arrived at with the Project Lenders, the provision of interest may be reversed, the amount of which is not ascertained as on date. Further, the classification of the term loan to long term / current maturity, provision for claims, carriage ways of intangible assets etc. may undergo change. Two of the consortium lenders of SBTRCPL have filed application under section 7 of the IBC, 2016 which has been contested by SBTRCPL. In the opinion of the management the said applications are filed in the contravention and derogation of the Escrow Agreement, Substitution Agreement and Common Loan Agreement and are not maintainable. Two of the Consortium Lenders of SBTRCPL have filed petitions under section 19(4) of the Recovery of Debt and Bankruptcy Act, 1993 against SBTRCPL and the Company, which have been contested by SBTRCPL and the Company. In the opinion of the management the said applications are filed in the contravention and derogation of the Escrow Agreement, Substitution Agreement, Common Loan Agreement and the Approved Resolution Plan of the Company and are not maintainable. Based on estimates like future business plan, arbitration proceedings and other factors, the management is confident that the realizable amount is higher than the carrying value of the investment and, therefore, the investment in the above subsidiary is good and recoverable.

f. Note 6.7 regarding (i) Non-Current Investment by the Company as at March 31, 2024 amounting to Rs.5,110.00 lakhs (March 31, 2023; Rs.5,110.00 lakhs) in its wholly owned subsidiary company MBL Highway Development Company Limited (MHDCL). The net worth of subsidiary as at March 31,2024 have been fully eroded. The net worth of subsidiary does not represent true market value of the underlying investment/assets. (ii) There was a participation in concession agreement dated September 09, 2011 by way of project centric ECB facility as per prudential norms of financing infrastructure projects in India as per RBI guidelines and other applicable Indian laws in DBFOT

project of MHDCL. Repayments and interest were to be made from escrow account out of deposit of user fee (toll) on achievement of Commercial Operation Date (COD). However, the Concession Agreement was terminated by the Authority on November 18, 2016. Legal proceedings are pending at various forums for adjudication of disputes including dispute resolution proceedings in India and summary judgement and certificate of enforcement from a foreign country and its execution petition in India by such participant. MHDCL has received legal advice that the same is not enforceable. (iii) MHDCL has counter claims against the participant exceeding the amount of the claims. The Honble High Court of Madhya Pradesh at Jabalpur has passed order and judgement dated November 23, 2022 for arbitration under Arbitration and Conciliation Act, 1996. The Special Leave Petition filed by the Authority against the said order has been dismissed by Honble Supreme Court. (iv) However, provision has been made for claims including foreign exchange fluctuation as per conservative principles of accounting but the same is not acknowledged as debt payable by MHDCL. (v) MHDCL has invoked arbitration against the Authority and Lenders Representative / Escrow Agent on account of material defaults/breach on their part in fulfilling their obligations as per provisions of Substitution Agreement and filed claims of Rs. 53,795.00 lakhs (excluding interest) before Arbitral Tribunal constituted by Indian Council of Arbitration under the Substitution Agreement. (vi) Considering the contractual tenability; legal advice received and progress of arbitration/ litigation, the management is confident that the realisable amount is higher than the carrying value of the investments and, therefore, has considered the investment in the above subsidiary as good and recoverable.

g. Note 35.1 regarding the Resolution Plan dated November 22, 2017 submitted by Mr. A K Lakhotia with 78.50% CoC majority was approved under IBC, 2016 and Orders dated April 18, 2018, March 11, 2022 and September 13, 2023 by Honble National Company Law Tribunal ("NCLT"), Kolkata, Orders dated August 16, 2019 and May 23, 2023 by Honble National Company Law Appellate Tribunal ("NCLAT") and Orders dated January 18, 2022, August 04, 2023 and September 25, 2023 by Honble Supreme Court were passed and the Resolution Plan has attained finality. As part of the approved Resolution Plan, there is waiver of interest/penal interest/interest on interest/other penal charges on the delayed payments from the date of NPA till the implementation of the Resolution Plan. Accordingly, no provision for interest amounting to Rs.1,513.00 lakhs has been made for the period ended March 31,2024. The period from April 18, 2018 till August 04, 2023 is formally excluded from the calculation period of implementation of Resolution Plan and all dates mentioned in the Resolution Plan are consequentially extended for implementation of Resolution Plan. The ageing of the borrowing has been taken as per Honble NCLT/ NCLAT order and may undergo changes after implementation of the plan.

h. Note 42.2 regarding judgments of the Honble Supreme Court, the Resolution Plan approved under IBC is binding on all creditors including Central Government, State Government, any Local Authority under section 31(1) of IBC, 2016 and any amount not claimed by the operational creditors stand extinguished. These claims are subject to reconciliation and rights and remedies available with the Company and are not acknowledged as debt.

i. Note 46.1 regarding recognition of deferred tax assets (net) as at March 31, 2024 amounting to Rs 15,144.78 lakhs (March 31, 2023 Rs. 15,144.78 lakhs) corresponding to unused brought forward income tax losses for which it has convincing evidences viz. opportunities available in area of its core competence, tsidding/pre-qualification limit, conducive government policies and market conditions, recovery of pending claims, TEV study and approved Resolution Plan etc., based on which it is inferred that sufficient taxable profit will be available against which unused tax losses can be utilised by the Company.

j. Note 52 regarding the claims in respect of cost over-runs arising due to client responsibility delays, clients suspension of projects, deviation in design, change in scope of work etc., which are at various stages of negotiation/ discussion with the clients/ arbitration /litigation. The realisability of these claims are estimated by the Company based on contractual terms, historical experience with similar claims as well as legal opinion obtained from internal and external experts, wherever necessary. Revenue in respect of claims is recognised to the extent the Company is reasonably certain of their realisation. Realisation of the above claims may be lower than the claims recognized if the Company decides to settle the same out of court in future considering the substantial time involved in litigation. Impact thereof will be considered in the year of such settlement.

Our opinion is not modified in respect of the above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of the 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

Description of Key Audit Matters

Measurement of Construction Revenue - Refer Note 3(n)

The Key Audit Matters	How the matter was addressed in audit
	Our audit procedures included:
Revenue from construction contracts represents significant portion of the total revenue from the operations of the Company. Revenue from these contracts is recognized on satisfaction of performance obligation over time in accordance with the requirements of relevant Indian accounting standards.	• Obtaining an understanding and consideration of the appropriateness of the policies in respect of revenue recognition against the criteria in the Indian accounting standards.
The Company has contracts whose revenue recognition can be dependent on a high level of judgement over the percentage of completion. It is based on their best estimate of the costs to complete, claims and ability to deliver the contract within the contractual time limit.	• Evaluated the design and implementation and tested operating effectiveness of key controls (including IT controls) around the contract price, estimation of costs to complete managements testing of these attributes.
The Companys current year revenue from construction contracts and amount of expenses incurred, arise from transaction with related parties as well. These related parties are principally subsidiaries and JV (Enterprise- Participation) of the Company.	• Understanding and documenting the contract and other related contractual provisions including contractually agreed deliverables, termination rights, penalties for delay, etc to understand the nature and scope of the arrangements with the customer.
The Company uses an input method based on costs incurred to measure progress of the projects. Under this approach, the Company recognises revenue based on the costs incurred to date relative to the estimated total costs to complete the performance obligation. Profit is not recognised until the outcome of the contract is fairly certain.	• Assessing key judgements inherent in the estimation of significant construction contract projects. It includes comparing the stage-of- completion and costs of completion on significant projects.
Revenues, total estimated contract costs and profit recognition may deviate significantly from original estimates based on new knowledge about cost overruns and changes in project scope over the term of a construction contract.	• We assessed the estimated costs to complete, variations in contract price and contract costs and underlying invoices, signed contracts/statements of work completed for all ongoing projects.
	• We understood and documented the Companys process for identifying related parties and recording related party transactions. We have also assessed the Companys key controls in relation to the assessment and approval of related party transactions and examined the Companys disclosures in respect of the transactions.
	• We tested on test check basis, the approvals of the Audit Committee and Board of Directors for related party transactions.
	• We tested samples of manual journals posted to revenue to identify unusual items.
	• We checked adequacy of the disclosures made in note 45 to the Companys standalone financial statements are compliant with Ind AS -115.

Assessment of recoverability of investments in subsidiaries - Refer Note 4 (c)

The Key Audit Matters	How the matter was addressed in audit
The Company has significant investments in subsidiaries which carry out road and other infrastructure projects.	Our audit procedures included:
The carrying amount of the investments in subsidiaries held at cost less impairment as at March 31, 2024 is Rs.30,299.48 lakhs.	• We have evaluated the design and implementation and tested the operating effectiveness of key controls placed around the impairment assessment process of the recoverability of the investments made including the estimation of future cash flows forecasts, the process by which they were produced and discount rates used.
The Company has investments in subsidiaries which are considered to be associated with significant risk in respect of valuation of such investments. Changes in business environment could also have a significant impact on the valuation of these investments.	• We have assessed the Companys identification of CGU with reference to the guidance in the applicable Indian accounting standards.
These investments are carried at cost less any diminution in value of such investments. The investments are examined for impairment at each reporting date.
These investments are unquoted and hence it is difficult to measure the realisable amount of these investments.	• Assessed the net worth of subsidiaries on the basis of latest available financial statements.
The Company performs an annual assessment of its investments in subsidiaries, to identify any indicators of impairment. The recoverable amount of the CGUs which is based on the higher of the value in use or fair value less costs to sell, has been derived from discounted forecast cash flow models.	• We focused on the sensitivity in the difference between the estimated value and book values of the projects, where change in assumptions could cause the carrying amount to exceed its estimated present value. We also assessed the historical accuracy of the Companys estimates
These models use several key assumptions, concerning estimates of future revenue growth and recoveries from claims filed, concession period, operations costs, the discount rate and assessments of the status of the project and cost of complete balance work.	- Comparing the carrying amount of investments with the relevant subsidiaries balance sheet to identify their net assets, being an approximation of their minimum recoverable amount. Instances where the net assets are in excess of their carrying amount and assessed that those subsidiaries have historically been profit-making.
	- For the investments where the carrying amount exceeded the net asset value, compare the carrying amount of the investment with the expected value of the business calculated based on discounted cash flows.
	• We focused on key assumptions which were most sensitive to the recoverable value of the intangible asset. We also assessed the historical accuracy of the Companys estimates.
	We reviewed and assessed the work performed by managements external valuation experts, including the valuation methodology and the key assumptions used. We also assessed the competence, capabilities and objectivity of the experts used by the management in the process of evaluating impairment model.

Disputed Tax Matters - Refer Note 3(l)

The Key Audit Matters	How the matter was addressed in audit
Tax litigation exposures have been identified as a key audit matter due to:	Our audit procedures include the following:
• Significance of these amounts.	• Obtained understanding and assessed the internal control environment relating to the identification, recognition and measurement of provisions for disputed tax matters.
• Significant judgment and assumptions required by management in assessing the exposure of each case to evaluate whether there is a need to set up a provision and measurement of exposures as well as the disclosure of contingent liabilities.	• Obtained the summary of disputed tax matters from management and assessed managements position through discussions on both the probability of success in significant cases, and the magnitude of any potential loss.
Additionally, the treatment of tax litigation requires significant judgement due to the complexity of the cases and, timescales for resolution.	• Read evidence to corroborate managements assessment of the risk profile in respect of tax disputed matters.
	• We involved tax specialists to assist us in evaluating tax positions taken by management.
	We assessed the disclosures relating to the disputed tax matters as mentioned in note 42 of the Standalone Ind AS financial statements.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Board of Directors of the Company is 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 and Sustainability Report and Report on 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 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 material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Management and Those Charged with Governance for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flow of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with the Companies (Ind Accounting Standards) Rules, 2015, as amended, thereof.

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 Standalone 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.

The Board of Directors is 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.

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 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 in the standalone financial statements made by the Management.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, based on our audit, we report that:

(a) We have sought and obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purposes of our audit of the aforesaid Standalone Financial Statements.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

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

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with Companies, (Indian Accounting Standards) relevant Rules, 2015 as amended, thereof.

(e) On the basis of the written representations received from the directors as on March 31,2024 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2024 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to the standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B". Our report expresses an unmodified on the adequacy and operating effectiveness of the Companys internal financial control with reference to Standalone Financial Statement.

(g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) ofthe Act, as amended, we report that in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid / payable by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act; and

(h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at March 31,2024 on its financial position in its standalone financial statements - Refer Note 42 to the standalone financial statement;

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

iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented to us that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no in funds (which are material either individually or in 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 persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented to us that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds (which are material either individually or in aggregate) have been received by the company from any person(s) or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and.

(c) Based on our audit procedures conducted that have been considered reasonable and appropriate in the circumstances, nothing has come to our attention that has caused us to believe that the representation under sub- clause (i) and (ii) of Rule

11 (e) as provided under paragraph (2) (h) (iv) (a) and (b) above, 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 an accounting software for maintaining its books of account for the financial year ended March 31, 2024, 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. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

As per the Rule 3(l) of the Companies (Accounts), Rules, 2014 is applicable from April 01,2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

	For S A R C & Associates
	Chartered Accountants
	Firm Registration No.: 006085N
	Kamal Aggarwal
	Partner
Place: New Delhi	Membership No.: 090129
Date: 30th May, 2024	UDIN: 24090129BKENFW8892

ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT

(Report on the matters specified in paragraph 3 of the Companies (Auditors Report) Order, 2020 (the Order) issued by the Central Government of India in terms of section 143(11) of the Companies Act, 2013 ("the Act") as referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements section of our report to the Members of MBL Infrastructure Limited of even date)

(i) In respect of the Companys Property, Plant and Equipment and Intangible Assets:

(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 no intangible assets and hence reporting under clause 3(1)(a)(B) of the Order is not applicable.

(b) According to the information and explanation given to us and on the basis of our examination of the records of the company, the Company has a program of physical verification of its Property, Plant and Equipment so to cover all the assets in a phased manner 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 program, certain Property, Plant and Equipment were due for verification during the year and were physically verified by the Management during the year. No material discrepancies were noticed on such verification.

(c) According to the information and explanation given to us and on the basis of our examination of the records of the company, with respect to immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the financial Statement as a part of Property, Plant and Equipments and based on our examination of the property tax receipts and lease agreement for land on which building is constructed, registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date.

(d) According to the information and explanation given to us and on the basis of our examination of the records of the company, the Company has not revalued any of its Property, Plant and Equipment (including right-of-use assets) and intangible assets during the year.

(e) There are no proceedings have been initiated during the year or are pending against the Company as at March 31,2024, for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

(ii) In respect of the Companys inventories:

(a) The inventory has been physically verified by the management during the year. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The discrepancies noticed on verification between the physical stocks and the book records in each class of inventory is less than 10% and have been properly dealt with in the books of accounts.

(b) According to the information and explanation given to us and on the basis of our examination of the records of the company, the Company has not been sanctioned any working capital limits during the year from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3(ii)(b) of the Order is not applicable to the Company.

(iii) The Company has not provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to Companies, Firms, Limited Liability Partnership or any Other Parties during the year except Corporate Guarantees for project centric finance of its Subsidiary Companies. Hence Clause 3(iii)(c), (d), (e) and (f) of the Order is not applicable to the Company.

(a) Based on the audit procedures carried on by us and as per the information and explanation given to us, the Company has provided Corporate Guarantees in respect of project centric financial participation in the projects of subsidiary Companies for Rs.30,924.87 Lakhs. Banks have issued guarantee on behalf of the Company which have been disclosed in note 42(a).

(b) The Company has not made any investment during the year. The terms and conditions of the Corporate Guarantees provided for Subsidiary Companies are not prejudicial to the Companys interest.

(iv) The Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of loans granted, investments made and guarantees, and securities as provided, as applicable.

(v) The Company has neither accepted any deposit from public nor accepted any amounts which are deemed to be deposits within the meaning of Section 73 to 76 of the Act and rules made thereunder, to the extent applicable. Hence, reporting under clause 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub section (1) of Section 148 of the Companies Act, 2013 in respect of the Companys products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.

However, we have not made a detailed examination of the record with a view to determine whether they are accurate and complete.

(vii) In respect of statutory dues:

(a) The Company has generally been regular in depositing, undisputed statutory dues including goods and service tax (GST), provident fund, employee state insurance, income tax, sale tax, service tax, duty of custom, duty of excise, value added tax, cess and any other statutory dues applicable to it with the appropriate authority. There are no undisputed amounts payable in respect of these statutory dues, which were outstanding at the year-end for a period of more than six months from the date they become payable except the amounts payable on deferral basis as per the Resolution Plan approved vide an Order dated April 18, 2018 of Honble NCLT under Insolvency and Bankruptcy Code, 2016 read with Order dated August 16, 2019 of Honble NCLAT, Order and Judgment of Honble Supreme Court dated January 18, 2022, Order dated March 11,2022 of Honble NCLT and Order and Judgment dated May 23, 2023 of Honble NCLAT.

(b) The dispute and the forum regarding the statutory due are as follows. These have not been acknowledged as debt by the Company on the basis of legal opinion but have been shown under contingent liabilities..

Name of Statute	Nature of Dues	Amount (Rs. In Lakhs)	Period to which amount relates	Forum
Goods and Services Tax Act, 2017	GST	244.57	FY 2017-18	Appellate Authority
Goods and Services Tax Act, 2017	GST	1.87	FY 2018-19	Appellate Authority
Goods and Services Tax Act, 2017	GST	31.35	FY 2019-20	Appellate Authority
Goods and Services Tax Act, 2017	GST	27.94	FY 2020-21	Appellate Authority
Goods and Services Tax Act, 2017	GST	0.92	FY 2021-22	Appellate Authority
Goods and Services Tax Act, 2017	GST	14.36	FY 2020-21	Appellate Authority
Goods and Services Tax Act, 2017	GST	10.29	FY 2018-19	Appellate Authority
Goods and Services Tax Act, 2017	GST	27.09	FY 2019-20	Appellate Authority
Goods and Services Tax Act, 2017	GST	20.02	FY 2017-18	Appellate Authority

(viii) There were no transactions in the books of account that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961), that has not been recorded in the books of accounts. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

(ix) In respect of borrowings:

(a) The Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year, except the loans outstanding at the time of approval of Resolution Plan. Hence the reporting under clause 3(ix)(a) of the Order is not applicable to the company.

(b) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

(c) The Company has not taken any term loan during the year and there are no outstanding term loans at the beginning of the year except the term loans outstanding at the time of Resolution Plan and hence, the reporting under clause 3(ix)(c) of the Order is not applicable to the company.

(d) On an overall examination of the financial statements of the Company, funds raised on short- term basis have, prima facie, not been used during the year for long-term purposes by the Company.

(e) According to the information and explanation given to us and on an overall examination of the financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.

(f) According to the information and explanation 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 and hence the reporting under clause 3(ix)(f) of the Order is not applicable to the company.

(x) In respect of issue of securities:

(a) The Company has not raised moneys by way of initial public offer or further public offer (Including debt instruments) during the year. Accordingly, the reporting under clause 3(x)(a) of the Order is not applicable to the company.

(b) The Company has not made any preferential allotment or private placement of shares or fully, or partially or optionally convertible debentures during the year. Accordingly, the reporting under clause 3(x)(b) of the Order is not applicable to the company.

(xi) In respect of fraud:

(a) No fraud by the Company and no material fraud on the Company has been noticed or reported during the year. Accordingly, reporting under clause 3 (xi) (a) and (b) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us, no report under sub-section (12) of section 143 of Companies Act has been filed in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditor) Rules, 2014 with the Central Government during the year up to the date of this report.

(c) As represented to us by management, there are no whistle blower complaints received by the Company during the year.

(xii) The Company is not a Nidhi Company as per the provisions of the Companies Act, 2013 and hence the reporting under clause 3(xii)(a), 3(xii)(b) and 3(xii)(c) of the Order is not applicable to the company.

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

(xiv) In respect of internal audit:

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

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

(xv) The Company has not entered into any non-cash transactions with directors or persons connected with him and hence provision of section 192 of the Act are not applicable.

(xvi) (a) The provision of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the reporting 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. Accordingly, the reporting under clause 3(xvi)(b) of the Order is not applicable to the company.

(c) The Company is not a Core Investment Company as defined in the regulations made by the Reserve Bank of India. Accordingly, the reporting under clause 3(xvi)(c) of the Order is not applicable to the company.

(d) In our opinion and based on the representation received from the management, there is no Core Investment Company as a part of the Group as defined in the Core Investment Companies (Reserve Bank) Direction 2016. Accordingly, the reporting under clause 3(xvi)(d) of the Order is not applicable to the company.

(xvii) The Company has not incurred cash losses in the current financial year and in the immediate preceding financial year.

(xviii) There has been no resignation of the statutory auditors of the Company during the year and accordingly, the reporting under clause 3(xviii) of the Order is not applicable to the company.

(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, 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 be discharged by the company as and when they fall due.

(xx) The Company has fully spent the required amount towards Corporate Social Responsibility (CSR) and there are no unspent CSR amount for the year requiring a transfer to a Fund specified in Schedule VII to the Companies Act or special account in compliance with the provision of sub-section (6) of section 135 of the said Act. Accordingly, reporting under clause (xx) of the Order is not applicable for the year.

	For S A R C & Associates
	Chartered Accountants
	Firm Registration No.: 006085N
	Kamal Aggarwal
	Partner
Place: New Delhi	Membership No.: 090129
Date: 30th May, 2024	UDIN: 24090129BKENFW8892

ANNEXURE B

To the Independent Auditors Report on Standalone Financial Statements of MBL Infrastructure Limited for the year ended March 31,2024

Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (hereinafter referred to as "the Act")

(Referred to in paragraph 2(f) under Report on Other Legal and Regulatory Requirements section of our report of even date)

We have audited the internal financial controls with reference to the standalone financial statements of MBL Infrastructure Limited ("the Company") as of March 31,2024 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 with reference to Standalone Financial Statements based on the internal control 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 issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to Standalone Financial Statements of the Company and its joint operations company incorporated in India, 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") issued by the ICAI and the Standards on Auditing ("SA"s) prescribed under Section 143(10) of the Companies Act, 2013 (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 financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained, and the audit evidence obtained by the other auditor of the joint operation which is a company incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, 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 the Financial Statement

A Companys internal financial controls with reference to financial statements 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 controls with reference to financial statements include those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial controls with Reference to the 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 financial statements to future periods are subject to the risk that the internal financial controls 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.

Opinion

In our opinion, to best of our information and according to explanations given to us, the Company has, in all material respects, an adequate internal financial controls with reference to the standalone financial statements and such internal financial controls were operating effectively as at March 31, 2024, 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.

	For S A R C & Associates
	Chartered Accountants
	Firm Registration No.: 006085N
	Kamal Aggarwal
	Partner
Place: New Delhi	Membership No.: 090129
Date: 30th May, 2024	UDIN: 24090129BKENFW8892