MBL Infrastructure Ltd Auditor Reports

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 31,2026, 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 reguired by the Companies Act, 2013 as amended ("the Act") in the manner so reguired 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 31,2026, and its profit (including other comprehensive income), changes in eguity 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 reguirements 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 reguirements 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. We draw attention to Note 6.3 to the Standalone Financial Statements, regarding the Companys non-current investment amounting to Rs. 1,500.00 lakhs as at March 31, 2026 (March 31, 2025: Rs. 1,500.00 lakhs) in its wholly owned subsidiary, MBL (MP) Toll Road Company Limited ("MTRCL"). The Honble National Company Law Tribunal ("NCLT"), Principal Bench, New Delhi, initiated the Corporate Insolvency Resolution Process ("ClRP") in respect of MTRCL under the Insolvency and Bankruptcy Code, 2016, vide its order dated January 21,2025. Subseguently, the Resolution Plan submitted by MTRCL was approved by the Honble NCLT vide its order dated September 12, 2025, and the implementation of the approved Resolution Plan was recorded by the Honble NCLT vide its order dated October 14, 2025. Based on the approved Resolution Plan, the future business plan, projected cash flows, fair value of the underlying investments and assets of MTRCL, and other relevant factors, management has assessed that the recoverable amount of the investment exceeds its carrying amount.

b. We draw attention to Note 6.4 to the Standalone Financial Statements, regarding the Companys non-current investment amounting to Rs.3,984.25 lakhs as at March 31, 2026 in its wholly owned subsidiary, MBL Projects Limited. As stated in the said note, the net worth of the subsidiary does not represent the true market value of its underlying investments/assets, as the subsidiary holds investments in downstream Special Purpose Vehicles (SPVs) whose projects have been cancelled/terminated. Claims have been filed in respect of such cancellations/terminations and, based on the contractual tenability, legal advice received and the progress of arbitration/litigation, the management is of the view that the recoverable amount of the investment exceeds its carrying value. Accordingly, the investment has been considered as good and recoverable.

c. We draw attention to Notes 6.5 and 6.6 to the Standalone Financial Statements, relating to the Companys aggregate non-current investments of Rs. 23,615.23 lakhs in its wholly owned subsidiaries comprising of Rs. 5,110.00 lakhs in MBL Highway Development

Company Limited and Rs. 18,505.23 lakhs in Suratgarh Bikaner Toll Road Company Private Limited, whose net worths do not represent the true market value of the underlying investments/assets. As described in the aforesaid notes, the recoverability of these investments is dependent upon the outcome of ongoing arbitration, litigation, claims and resolution proceedings, including matters relating to terminated infrastructure projects, enforceability of claims and proceedings under the Insolvency and Bankruptcy Code, 2016 ("IBC"). Based on contractual rights, legal advice obtained, status of dispute resolution proceedings, future business plans and other factors as stated in the said notes, the Management has considered the aforesaid investments as good and recoverable.

d. We draw attention to Note 6.7 to the Standalone Financial Statements regarding the Companys investment in Orissa Steel Expressway Private Limited (OSEPL). As stated in the aforesaid note, the Company has investment in 2,37,43,800 eguity shares aggregating to 30.30% in OSEPL. The concession agreement was foreclosed/terminated on January 13,2017 and arbitration proceedings initiated by OSEPL against NHAI resulted in an award dated March 31,2019. During the year, the Flonble NCLAT, vide its judgement and order dated July 30, 2025, inter alia, held that the appeal filed by the Company is maintainable. The Flonble Supreme Court, vide its order dated October 15, 2025, dismissed the Special Leave Petition filed by AMR India Limited against the said order. The Special Leave Petition filed by Rithwik Projects Private Limited also stands dismissed due to non-clearance of defects. OSEPL has received Rs.38,384.61 lakhs from NFHAI towards one-time settlement; vide order dated July 21,2025, the Flonble NCLAT directed that OSEPL shall not disburse any sum to its shareholders without leave of the Tribunal until further orders. The matter is pending adjudication before the Honble NCLAT, New Delhi. The investment of the Company continues to be carried at net cost.

e. We draw attention to Note 15 to the Standalone Financial Statements, during the period under review, the Company had issued and allotted 3,00,00,000 eguity shares of Rs. 10 each at par to entities forming part of the Promoter Group pursuant to the approved Resolution Plan under the Insolvency and Bankruptcy Code, 2016. The eguity share capital of the Company stands enhanced from 12,252.92 lakhs to Rs. 15,252.92 lakh as at March 31,2026.

f. We draw attention to Note 17 to the Standalone Financial Statements, the Company has issued 0.10% Secured Non-Convertible Debentures to the banks, which are redeemable in 39 uneguated guarterly instalments commencing from September 30, 2024 with a redemption premium of 10% payable at the time of final redemption, with interest payable at the end of each guarter in accordance with the Approved Resolution Plan read with orders of NCLT/NCLAT/Honble Supreme Court. Working Capital Term Loan and Eguipment/ Vehicle Finance/External Commercial Borrowings are repayable in 39 uneguated guarterly instalments together with interest at one-year SBI MCLR plus a spread of 0.70% per annum in terms of the Approved Resolution Plan read with orders of NCLT/NCLAT/Honble Supreme Court.The Company also has Cash Credit facilities carrying interest at one-year SBI MCLR plus a spread of 0.70% per annum in accordance with the Approved Resolution Plan read with orders of NCLT/NCLAT/Honble Supreme Court.

g. We draw attention to Note 29 to the Standalone Financial Statements regarding the exceptional item of Rs. 13.49 lakhs recognised during the year ended March 31, 2026 on account of the estimated increase in the past service cost of gratuity and compensated absences pursuant to the implementation of the New Labour Codes. The said amount has been recognised in accordance with the reguirements of Ind AS 19, Employee Benefits, and presented as an "Exceptional Item"considering the enactment of the new legislation as a one-time, non-recurring event. In the previous year ended March 31, 2025, the Company had recognised exceptional items amounting to Rs. 4,025.59 lakhs resulting from the implementation of the Package/Resolution Plan by the Banks/Financial Creditors. The said amount, being capital in nature, was routed through the Statement of Profit and Loss in accordance with the reguirements of Ind AS and subseguently transferred to Capital Reserve. As no real income or profit had accrued to the Company and no cash flow had been realised, the said amount was considered not taxable under the provisions of the Income-tax Act and the Rules made thereunder.

h. We draw attention to Note 34.2 and 34.3 to the Standalone Financial Statements, which describe that the Resolution Plan dated November 22,2017 submitted by A. K. Lakhotia with 78.50% CoC voting share was approved under the Insolvency and Bankruptcy Code, 2016 ("IBC") and has attained finality pursuant to the orders passed by the Honble NCLT, Honble NCLAT and Honble Supreme Court of India., The approved Resolution Plan is binding on all creditors and other stakeholders in terms of Section 31(1) of the IBC. Accordingly, claims not filed, not admitted or not forming part of the approved Resolution Plan stand extinguished. The said notes further describe the treatment of corporate guarantees and contingent liabilities under the approved Resolution Plan, including settlement of amounts arising upon invocation thereof, subject to reconciliation and the rights and legal remedies available to the Company. As stated in the aforesaid notes, the Banks have declared September 04, 2024 as the implementation date of the approved Resolution Plan.

i. We draw attention to Note 38.1 to the Standalone Financial Statements regarding the recognition of deferred tax assets (net) amounting to Rs.9,910.73 lakhs as at March 31,2026 (March 31,2025: Rs. 15,144.78 lakhs) corresponding to unused brought forward income tax losses. The Company has recognised the deferred tax assets based on managements assessment that sufficient future taxable profits will be available against which such unused tax losses can be utilised. The assessment is based on, inter alia, opportunities available in the Companys core area of competence, bidd ing/pre-g ua liflcation limits, conducive Government policies and market conditions, recovery of

pending claims, Techno Economic Viability (TEV) study and the approved Resolution Plan. The balance deferred tax assets pertain to Ind AS adjustments representing timing differences expected to reverse over the life of the underlying assets.

j. We draw attention to Note 44 to the Standalone Financial Statements relating to claims recognized by the Company in respect of cost overruns arising from project delays, suspension of projects, design deviations and changes in scope of work, which are under negotiation, arbitration or litigation. As stated in the said note, such claims have been recognized based on Managements assessment of contractual terms, historical experience and legal advice, wherever necessary and the ultimate realization thereof is subject to the outcome of the related proceedings and future settlements.

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 for the year ended March 31, 2026 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
Revenue from construction contracts represents significant portion of the total revenue from the operations of the Company amounting to Rs. 1,880.03 lakhs for the year ended March, 31st, 2026 (Previous Year: Rs. 1,652.38 lakhs).	Our audit procedures in relation to this matter included the following:
Revenue recognition is considered a key audit matter due to the significance of the amount and the judgment involved in determining whether revenue is recognized in accordance with applicable accounting standards. The key risks identified include:	• Obtained and reviewed underlying agreements with customers and assessed the key terms and conditions relevant to revenue recognition.
1. Whether revenue has been recognized appropriately in accordance with the terms of the contracts.	• Evaluated whether invoicing and revenue recognition were performed in accordance with the contractual terms and verified that payments were being received on a timely basis.
2. Significant transactions with related parties (including subsidiaries), which carry an inherent risk of being executed on terms that are not at arms length.	• Understood and documented the Companys process for identification of related parties and reviewed approvals from the Audit Committee and Board of Directors for related party transactions on a test-check basis.
3. In the context of ongoing CIRP proceedings, there exists an additional risk that customers may invoke termination rights or withhold payments, thereby impacting the recoverability of contract assets and the appropriateness of revenue recognized to date.	• Assessed whether such related party transactions were conducted at arms length.
	• Tested samples of manual journal entries posted to revenue accounts to identify any unusual or inappropriate items.
	• Assessed the adequacy and appropriateness of disclosures in Note 22 to the Standalone Financial Statements in accordance with Ind AS 115.
	• In the context of CIRP proceedings, performed specific inquiries with management and reviewed relevant correspondence to evaluate whether any customers had invoked termination clauses or disputed payment obligations, and assessed the resulting impact on revenue recognition and recoverability of contract assets.
	Based on our procedures, we found that as at March 31, 2026, the Company had not undertaken any such projects and, accordingly, no revenue from such services was recognized during the year.

 

Assessment of recoverability of investments in subsidiaries - Refer Note 4 (c)
The Key Audit Matters	How the matter was addressed in audit
The Company holds investments in subsidiaries carrying out road and other infrastructure projects. The carrying amount of investments in subsidiaries as at March 31,2026 is Rs. 31,299.48 lakhs, measured at cost less any diminution in value.	Our audit procedures in relation to this matter included the following:
We identified this as a Key Audit Matter due to the following:	• Evaluated the design and implementation and tested the operating effectiveness of key controls over the impairment assessment process.
• The investments are significant in the context of the total balance sheet	• Assessed the Companys identification of Cash Generating Units (CGUs) with reference to the guidance in Ind AS 36, Impairment of Assets
• Certain subsidiaries have negative net worth, making the impairment assessment particularly sensitive and judgmental.	• Obtained the latest available financial statements of all subsidiary companies and assessed their net worth; for subsidiaries where net worth exceeds carrying amount of investment, assessed that those subsidiaries have been historically profit-making.
• In the context of the Companys CIRP proceedings, additional uncertainty exists as to whether the resolution plan contemplates sale, transfer or restructuring of subsidiary entities, which would directly affect the recoverability of these investments	• In the context of CIRP, specifically assessed whether the resolution plan entails sale or transfer of any subsidiary entities and the consequent impact on impairment assessment
	• Reviewed and assessed the work performed by managements external valuation experts, including the appropriateness of the valuation methodology and key assumptions; also assessed the competence, capability and objectivity of such experts
	• Assessed the historical accuracy of managements estimates by comparing prior year projections with actual outcomes
	• Assessed the adequacy of impairment losses recognised or reversed during the year and reviewed the disclosures made in Note 4(c) to the Standalone Financial Statements.

 

Disputed Tax Matters - Refer Note 3(l)
The Key Audit Matters	How the matter was addressed in audit
The Company has various tax disputes pending before multiple forums including Income Tax Appellate Tribunal (ITAT), Commissioner of Income Tax (Appeals) [CIT(A)], and GST/Indirect Tax Appellate Authorities. The aggregate amount of disputed tax demands (excluding interest and penalty) as at March 31,2026 is Rs. 209.91 lakhs.	Our audit procedures in relation to this matter included the following:
We identified disputed tax matters as a Key Audit Matter due to the following:	• Obtained an understanding of the internal control environment relating to the identification, recognition, measurement and disclosure of provisions for disputed tax matters and contingent liabilities
• The quantum of disputed demands is material to the financial statements	• Obtained from management a comprehensive schedule of all disputed tax matters as at March 31, 2026, including the nature of the dispute, forum where pending, amount of demand, managements assessment of the probability of success and the basis thereof
• Significant judgement and assumptions are required by management in assessing the merits of each case, determining the probability of success and measuring the exposure, including decisions on whether a provision needs to be recognised or the matter disclosed as a contingent liability.	• For significant tax disputes, read the relevant assessment orders, appellate orders, legal opinions and correspondence to corroborate managements assessment of the risk profile of each case
• The matters are complex, involve multiple jurisdictions and tax positions, and are expected to take considerable time for resolution	• Involved tax specialists from our firm to independently evaluate the significant tax positions taken by the Company and to assess whether managements probability assessment is supportable
• In the context of CIRP proceedings, tax authorities are creditors under IBC and may have filed claims with the Resolution Professional, which affects the classification and quantum of tax liabilities in the financial statements	• In the context of CIRP proceedings, specifically assessed whether tax authorities have submitted claims with the Resolution Professional; obtained the schedule of admitted claims and compared with the Companys records to identify any discrepancies in the amount or classification of tax liabilities
• Changes in tax laws, judicial precedents or the outcome of ongoing appeals could significantly alter the Companys exposure	• Assessed whether provisions recognised are adequate and whether amounts disclosed as contingent liabilities are appropriately measured
	• Reviewed whether any demands have been paid under protest and the treatment thereof in the financial statements
	• Assessed whether any new demands were raised or settled during the year and their impact on the financial statements
	Assessed the adequacy of disclosures in Note 34 to the Standalone Financial Statements in accordance with Ind AS 37, Provisions, Contingent Liabilities and Contingent Assets.

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 Boards Report including Annexures to Boards 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 ourauditoftheStandalone 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 reguired 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 eguity and cash flow of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified underSection 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, thereof.

This responsibility also includes maintenance of adeguate 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 adeguate 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 liguidate 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 adeguate 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 reguired to draw attention in our auditors report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadeguate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. Flowever, 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 reguirements 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 ourauditorsreport unless lawor 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 conseguences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider guantitative materiality and gualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.

Report on Other Legal and Regulatory Requirements

1. As reguired 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 theAnnexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As reguired by Section 143(3) ofthe Act, based on ouraudit, 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 ofthe aforesaid Standalone Financial Statements.

(b) In our opinion, proper books of account as reguired 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 eguity 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 ofthe Act, read with Companies, (Indian Accounting Standards) relevant Rules, 2015 as amended, thereof.

(e) On the basis ofthe written representations received from the directors as on March 31,2026 and taken on record by the Board of Directors, none ofthe directors is disgualified as on March 31, 2026 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adeguacy 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 inAnnexure B". Our report expresses an unmodified on the adeguacy 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 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 31,2026 on its financial position in its Standalone Financial Statements - Refer Note 34 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 reguired 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 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 person(s) or entity(ies), 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 entity(ies), 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 performed 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 (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, 2026, 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. Additionally audit trail for prior years has been preserved by the Company as per statutory reguirements for record retention.

3 In our opinion and to the best of our information and according to theexplanations 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 read with Schedule V to the Act.

ANNEXUREATOTHE 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 ofReport on Other Legal and Regulatory Requirementssection 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 guantitative details and situation of Property, Plant and Eguipment.

(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 Eguipment 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 Eguipment 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 favor of the Company) disclosed in the financial Statement as a part of Property, Plant and Eguipments 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 Eguipment (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 31,2026, for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 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 adeguate 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 explanations given to us, the Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, at points of time during the year, from banks on the basis of security of current assets. In our opinion and according to the information and explanations given to us, theguarterly returns/statements filed by the Company with such banks are generally in agreement with the unaudited books of account of the Company.

iii) In respect of Investment, Loans, Advances, Guarantee & Security by the company:

(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 adeguate 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) The company has not provided any guarantee to companies, firms, LLPs or any other party during the year.

(c) According to the information and explanations given to us and based on the audit procedures carried out by us, in ouropinion the terms and conditions under which such investment was made are not prejudicial to the Companys interest.

(d) In respect of loans or advances in the nature of loans granted by the Company, the schedule of repayment of principal and payment of interest has been stipulated but the principal and interest are currently not due for repayment.

(e) According to the information and explanations given to us there is no amount which is overdue for more than 90 days.

(f) The company has not granted loans or advances in the nature of loan granted which has fallen due during the year were renewed or extended and no fresh loans granted to settle overdue.

(g) The company has not granted any loan or advance in the nature of loan, which is repayable on demand or without specifying any terms or period of repayment.

iv) In respect of compliances of provision of section 185 & 186 of the Companies Act:

According to the information, explanations and representations provided by the management and based on the audit procedures performed, we are of the opinion that in respect of loans granted, investments made and guarantees, and securities provided, as applicable, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013.

v) In respect of acceptance of Deposit:

In our opinion and according to the information and explanations given to us, the Company has not accepted deposits or amounts which are deemed to be deposits within the meaning of section 73 to 76 of the Act or any other relevant provisions of the Act and the rules framed there under (to the extent applicable). We have been informed that no order has been passed by the Company Law Board or National Company LawTribunal or Reserve Bank of India or any Court or otherTribunal in this regard.

vi) In respect of maintenance of Cost Records:

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) According to the records of the Company, 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 material 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.

(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 where dispute is pending
Goods and Services Tax Act, 2017	GST	14.36	FY 2023-24	Appellate Authority
		143.95	FY 2024-25	Appellate Authority
		9.84	FY 2024-25	Appellate Tribunal (GSTAT)
		41.75	FY 2025-26	Appellate Authority

viii) In respect of unrecorded transactions:

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 reguirement 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.

(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 approval of Resolution Plan.

(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, associates or joint ventures hence, the reporting under clause 3(ix)(e) of the Order is not applicable to the Company.

(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, joint ventures or associate companies 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 made preferential allotment/private placement of shares during the year pursuant to the Resolution Plan approved under IBC, 2016 and the reguirement of Sections 42 & 62 of the Companies Act, 2013 has complied with and the funds raised has been used for the purpose for which the funds were raised.

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) 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) In respect of Nidhi Company:

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

xiii) In respect of Related parties Transactions:

According to the information and explanations and records made available by the management of the Company and audit procedures performed, the Company is in compliance with Sections 177 and 188 of the Companies Act, 2013 where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as reguired by the applicable Indian accounting standards.

xiv) In respect of Internal Audit:

(a) In our opinion the Company has an adeguate 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) In respect of Non - cash transactions:

On the basis of records made available to us and according to information and explanations given to us, the Company has not entered into any non-cash transactions with the directors or persons connected with its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

(xvi) In respect of registration with RBI:

(a) The provision of section 45-IAof 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 has not conducted any Non-Banking Financial or Housing Finance activities and hence, reporting under clause 3 (xvi) (b) of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India and hence, 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) In respect of Cash Loss:

The Company has not incurred cash losses in the current financial year as well as in the immediately preceding financial year.

xviii) In respect of Resignation of the Statutory Auditor:

There has been no resignation of the statutory auditors of the Company during the year. Accordingly, the reporting under clause 3 (xvi i i) of the Order is not applicable to the Company.

xix) In respect of Material-uncertainty on the basis of financial ratios:

According to the information and explanations given to us and 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) In respect of Corporate Social Responsibility:

As at balance sheet date, the Company has fully spent the reguired amount towards Corporate Social Responsibility (CSR) and does not have any amount remaining unspent under Section 135(5) of the Act. Further, no amount for the year reguiring 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.

xxi) In respect of qualification or adverse remarks in the CARO of other group entities:

The reporting under clauses 3(xxi) of the Order is not applicable in respect of audit of Standalone Financial Statement. Accordingly, no comment in respect of the said clause has been included in this report.

ANNEXUREB

To the Independent Auditors Report on Standalone Financial Statements of MBL Infrastructure Limited for the year ended March 31,2026

Report on the internal financial controls with reference to the aforesaid Standalone Financial Statements under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 (hereinafter referred to as"the Act")

(Referred to in paragraph 2(f) underReport on Other Legal and Regulatory Requirementssection 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, 2026 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 adeguate 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 reguired 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, 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 reguire that we comply with ethical reguirements and plan and perform the audit to obtain reasonable assurance about whether adeguate 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 adeguacy 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, 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 acguisition, 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 Standalone Financial Statements to future periods are subject to the risk that the internal financial controls with reference to Standalone Financial Statements may become inadeguate 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 adeguate internal financial controls with reference to the Standalone Financial Statements and such internal financial controls 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 issued by the ICAI.