Meghna Infracon Infrastructure Ltd Auditor Reports

To the Member of Meghna Infracon infrastructure limited
Report on the Audit of the Financial Statements

We have audited the standalone financial statements of Meghna infracon infrastructure
Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2025, the
Statement of Profit and Loss and the Statement of Cash Flows for the year ended on
that date, and a summary of the significant accounting policies and other explanatory
information.

Opinion

In our opinion and to the best of our information and according to the explanations given
to us, the aforesaid financial statements give the information required by the Companies
Act, 2013 ("the Act¹) in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India, of the state of
affairs of the Company as at March 31, 2025, its profit, Change in Equity and its cash
flows for the year ended on that date.

Basis for opinion

We conducted our audit of the financial statements in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our
responsibilities under those Standards are further described in the Auditors
Responsibilities for the Audit of the 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 financial statements under the provisions of the Act
and the Rules made there under, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the ICAls Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the financial statements.

Emphasis of Matter

We draw your attention to note no. 30 (ii) of the financial statement which describes the
contingent Liability. The Assessing Officer of the Income Tax had passed the orders for
Assessment year 2018-19 against the Companj^t^/QS^yhe demand of Rs 36.84

Crores. Company has filed the appeal against the Order. The assumption of going
concern is essentially dependent on winning of appeal against this order.

Our conclusion is not modified in respect of this matter.

Key audit matters

Kev audit matters are those matters that, in our professional judgment, were of most
siorifioance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the 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 that there are no key audit matters to be communicated in our
report.

Information Other than the Financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the preparation of the other
information The other information comprises the information included in
Management Discussion and Analysis, Boards Report Including Annexures to? BoartIs
Rpnorts Business Responsibility Report, Corporate Governance and Shareholders
"lion M does not Indude the 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 or conclusion thereon

In connection with our audit of the standalone financial statements^
to read the other information and, in doing so, consider whether thei other^information i
materially inconsistent with the financial statements or our knowledge obtained dur ng
Zcourse of ouaudit or otherwise appears to be materially misstated. If, based on the
work we teve performed we conclude that there is a material misstatement of this other
"tion-we a^rTquired to report that fact. We have nothing to report ,n this regard.

Managements and Board of Directors Responsibility for the Standalone
Financial Statements

The Management and Compands Board -
p_ues 2014

SING/vA

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 financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the financial statements, Management and Board of Directors 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 Board of Directors either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.

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

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditors report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal controls.

• Obtain an understanding of interna! financial controls 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 system in place and the operating
effectiveness of such controls.

? Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

> Conclude on the appropriateness of managements use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors report to the related disclosures in the
financial statements or, if such disclosures are inadequ^^^jf^rocjjfy our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our auditors
report. However, future events or conditions may cause the Company to cease to
continue as a going concern.

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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 Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement
dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid financial Statements comply with applicable Ind AS
specified under section 133 of the Companies Act, 2013, read with Rule 7 of the
Companies (Accounts) Rules with the Companies (Indian Accounting Standards) Rules,
2015 and Companies (Indian Accounting Standards) Rules, 2016, as amended from
time to time and other accounting principles generally accepted in India.

e) On the basis of the written representations received from the directors as on March
31, 2025, and taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2025 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 over financial reporting
of the Company and the operating effectiveness of such controls, refer to our separate
Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy
and operating effectiveness of the Companys internal financial controls over financial
reporting.

g) In our opinion and to the best of our information and according to the explanations
given to us, the remuneration paid 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.

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 litigation on its financial position in
its financial statements — Refer Note 30(ii) to the financial statements.

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

iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the company during the year ended 31st March
2025.

.iv. (a) The management has represented that, to the best of its knowledge and belief,
no funds have been advanced or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of funds) by the Company to or in any other
persons or entities including foreign entities (‘intermediaries"), with the understanding ,
whether recorded in writing or otherwise, that the intermediary shall directly or indirectly
lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate
Beneficiaries") by or on behalf of the Company or provide any guarantee , security or
the like form on behalf of the Ultimate Beneficiaries.

(b) The management has represented that, to the best of its knowledge and belief,
no funds have been received by the Company from any persons or entities,
including foreign entities ("Funding Parties") , with the understanding , whether
recorded in writing or otherwise, that the Company shall directly or indirectly , lend
or invest in other persons or entities identified in any manner whatsoever ("Ultimate
Beneficiaries") by or on behalf of the Funding Parties or provide any guarantee ,
security or like form on behalf of the Ultimate Beneficiaries.

(c ) Based on such audit procedures as considered reasonable and appropriate in
the circumstances , nothing has come to our notice that has caused us to believe
that the representations under clause iv (a) and (b) contain any material
misstatement.

(v) The interim dividend declared and paid during the year by the Company is in
compliance with section 123 of the Act.

(vi) Based on our examination, which included test checks, the Company has used
accounting software for maintaining its books of account for the financial year ended
March 31, 2025, 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.

But there is no audit tail which has been preserved by the company as per the statutory
requirement for record retention as the company was non compliant with audit trail
facility in the previous year.

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT

With reference to the Annexure referred to in the Independent Auditors Report "Report on
Other Legal and Regulatory Requirements" section to the Member of the Company on the
standalone financial statements for the year ended 31^st March 2025, we report the following:

On the basis of such check as we considered appropriate and according to information and
explanations given to us during the course of our audit, we report that:

(i) (a) (i) The Company has maintained proper records showing full particulars, including

quantitative details and situation of Property, Plant and Equipment

(ii) The Company has maintained proper records showing full particulars of Intangible
Assets.

(b) According to information and explanation given to us and on the basis of our examination
of the records of the Company , Property , Plant and Equipment were physically verified at
the end of the by the management , which in our opinion , is reasonable having regard to
the size of the company and nature of its Assets. Mo material Discrepancies were noticed on
such verification.

(c) The Company does not have any immovable property.

(d) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has not revalued its Property,
Plant and Equipment (Right of Use assets) or intangible assets or both during the year.

(e) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, there are no proceeding initiated or pending
against the Company for holding any benami property under the benami
Transactions(Prohibition) Act, 1988 (as amended in 2016) and rules made there under.

(ii) (a) During the year , Inventories of shares and Securities have been verified at reasonable

intervals by the management with Demat Statement and other documents and in our
opinion , coverage and procedure of such verification by the management was appropriate.
As informed to us, no discrepancy of 10% or more in aggregate was notice on physical
verification of any class of inventory.

(b) According to the information and explanations given to us and on the basis of our
examination of the records, the Company has not been sanctioned working capital limits in
excess of Rs five Crores in aggregate, during the year, from bank and financial institutions on
the basis of security of current assets. Hence, reporting under clause 3 (ii) (c) of the Order is
not applicable.

(iii) The Company has made investment of Rs 95000/- towards fixed capital and Rs 6.25 Crores in
current capital in partnership firm .Further Company has granted unsecured loans to LLP during
the year, in respect of which:

(a) The Company has granted loans or advances in the nature of loans or has given guarantee,
or has provided security to related parties and other parties during the year and aggregate
guarantees provided were NIL and aggregate loans given to related parties during the year
were 6.00 lacs and to other parties NIL. Outstanding balance at the end of the year of
guarantee given was NIL and of loans and advances in the nature of loan given to related
parties was 55.79 Lacs and to other parties was Rs NIL.

(b) In our opinion, the terms and conditions of the loans granted during the year are prima facie
not prejudicial to the Company interest.

(c) In respect of loan granted by the Company, the schedule of repayment of principal and
repayment of interest has not been stipulated,

(d) As per information and explanations given to us, in respect of loans granted by the Company,
there is no overdue amount remaining outstanding as at the balance sheet date.

(e) As per information and explanations given to us, there is no stipulation as to repayment
schedule and no loan was granted was fallen due during the year. Also no loan has been
renewed or extended and no fresh loan granted to settle the over dues of existing loan given to
the same parities.

(f) The Company has granted ioan or advances in the nature of loans either repayable on demand
or without specifying any terms or period of repayment during the year and amount
outstanding to related parties during the year was Rs 55.79 Lacs.

(iv) According to the information and explanations given to us and on the basis of our examination
of the records, the Company has generally complied with the provisions of section 185 and 186
of the Companies Act, 2013 in respect of loans granted, Investment made and guarantees and
securities provided, as applicable, except loan of Rs.6,00 given to LLP in which director is a
partner in contravention of provision of section 185 of the Companies Act.

(v) The Company has not accepted any deposits or amounts which are deemed to be deposits from
public. Accordingly, clause 3(v) of the Order is not applicable.

(vi) According to the information and explanations given to us, the Central Government has not
prescribed maintenance of the cost records under sub section (1) of section 148 of the
Companies Act, 2013, in respect of activities of the company and such account and records
have not been made and maintained by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has generally been regular in
depositing undisputed statutory dues, including Good and Service tax (GST), Provident Fund,
Employees State Insurance, Income Tax, Duty of Custom, Cess and other material statutory
dues applicable to it with appropriate authorities. There were no undisputed amounts payable
in respect of Good and Service tax (GST), Provident Fund, Employees State Insurance, Income
Tax, Duty of Custom, Cess and other material statutory dues in arrears as at March 31, 2025 for
a period of more than six months from the date they become payable.

(b) There were no statutory dues referred to sub clause (a) above which has not been
deposited as on March 31, 2025 on account of disputes except as below:

Name of the Statute	Nature of Dues	Amounts (in Crores)	Assessment Year to which the matter pertains	Form where the dispute is pending
Income Tax Act	Income Tax	36.84	2018-19	CIT (A) Mumbai

(viii) According to the information and explanations given to us and on the basis of our examination
of the records of the Company, the Company has not surrendered or disclosed any
transactions, previously unrecorded income in the books of account, in the tax assessments
under the Income Tax Act, 1961 as income during the year.

(ix) (a) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has not defaulted in repayment of
loans and borrowing or in the payment of interest thereon to any lender. The Company has not
issued any debenture during the year.

(b) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has not been declared a willful
defaulter by any bank or financial institution or government or 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, hence reporting under clause 3(ix) ( c ) of the order is
not applicable.

(d) According to the information and explanations given to us and on an overall examination
of the balance sheet of the Company, we report that no funds raised on short term basis have
been used for long term purposes by the Company.

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

(f) The Company has not raised any loans during the year on the pledge of securities held in the
subsidiaries, associates or joint venture and hence reporting under clause 3{ix)(f) of the order is
not applicable.

(x) (a) The Company has not raised any moneys by way of initial public offer or further public
offer (including debt instruments) during the year accordingly , clause 3(x)(a) of the order is not
applicable.

(b) According to the information and explanations given to us and on an overall examination
of the balance sheet of the Company, the Company has not made any preferential allotment or
private placement of shares or fully or partly convertible debentures during the year.
Accordingly, clause 3(x)(b) of the order is not applicable. _

(xi) (a) Based on the examination of the books and records of the Company and according to the
information and explanations given to us, considering the principles of materiality outlined in
the Standard of Auditing, we report that no fraud by the Company or on the Company by its
officers or employees has been noticed or reported during our course of audit.

(b) No report under sub section (12) of section 143 of the Companies Act, 2013 has been
filed in form ADT-4 as prescribed under rule 13 of the Companies (Audit and Auditors) Rules,
2014with the Central Government during the year and up to the date of this report.

(c) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, No whistle blower complaint was received by the
Company during the year and up to the date of this report, so clause 3(xi) (c ) of the order is
not applicable.

(xii) According to information and explanations given to us, the Company is not a Nidhi Company;
hence reporting under clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the transaction
with related parties are in compliance with section 177 and 188 of the Companies Act, 2013,
where applicable , and the details of the related parties transactions have been disclosed in the
financial statements as required by the applicable accounting standards.

(xiv) (a) The internal audit is being carried out by the external Chartered Accountants. Based on the
information and explanations provided to us and our audit procedures, in our opinion the
internal audit system is commensurate with the size and nature of its business.

(b) We have considered the Internal Auditors report during the course of our audit.

(xv) In our opinion and according to information and explanations given to us, the Company has not
entered into any non cash transactions with its directors or persons connected to its directors.
Therefore provisions of section 192 of the Companies Act, 2013 are not applicable to the
Company,

(xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of
India Act, 1934. Hence reporting under clause 3{xvi) (a),(b) and (c) of the Order is not
applicable.

(b) The Group does not have any core investment company as part of the group and
accordingly, reporting under clause (xvi)(d) of the Order is not applicable.

(xvii) The Company has not incurred cash losses in the current financial year covered by our audit and

in the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year. Accordingly clause
3(xviii) of the Order is not applicable.

(xix) 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 and our knowledge of
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 our audit report indicating that Company
is not capable of meeting its liabilities existing at the date of balance sheet as and when fall due
witnin 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 our audit report and we neither give any guarantee nor
any assurance that all liabilities falling due within a period of one year from the balance sheet
date, will get discharged by the Company as and when they fall due.

(xx) The provision of section 135 of the Companies Act, 2013 regarding Corporate Social
Responsibility are not applicable to the Company, hence clause 3(xx) (a) and (b) of the Order
are not applicable to the Company

(^xx0 lⁿ case of other group Companies (Subsidiaries) included in the Consolidated financial

statement, CARO report is not applicable, hence no CARO reports issued by the respective
auditors.

ANNEXURE-B TO INDEPENDENT AUDITORS⁷ REPORT

The Annexure referred to in paragraph 2(f) under the Report on Other Legal and Regulatory Requirements of our
report to the members of Meghna Infracon infrastructure Limited ("The Company") for the year ended on March 31,
2025,

Report on the Internal Financial Controls over financial reporting under Clause (i) of Sub-section 3 of Section 143 of
the Companies Act, 2013. ("The Act")

We have audited the internal financial controls over financial reporting of Meghna Infracon infrastructure
Limited (the Company") as of March 31, 2025 in conjunction with our audit of the standalone financial statements of
the Company for the year ended on that date.

Managements Responsibility for the Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the
internal control over financial reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by
thelnstitute of Chartered Accountants of India. These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on
our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards
on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal
financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial
reporting 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

system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial

reporting included obtaining an understanding of internal financial controls over financial reporting, 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 judge^iUj^{the assessment of}

f* X

the risks of material misstatement of the financial statements, whether due to fraud-OcerforT^^^-N.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A companys internal financial control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with 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 over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and
not be detected. Also, projections of any evaluation of the interna! financial controls over financial reporting to future
periods are subject to the risk that the internal financial control over financial reporting 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 the best of our information and according to the explanations given to us, the Company has, in all
material respects, an adequate internal financial controls system over financial reporting and such internal financial
controls over financial reporting were operating effectively as at March 31, 2025, based on the internal control over
financial reporting criteria established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.

For M K Singhal & Co.

( Chartered Accountants)

 

( o ^l\X \ Manoj Kumar Singhal

(Proprietor)

M.No. 053124 ^5

Firm number: 130361W

 

Place : Mumbai

Date : May21, 2025