Newtime Infrastructure Ltd Auditor Reports

To the Members of Newtime Infrastructure Limited Report on the Standalone Ind AS Financial Statements

Opinion

1. We have audited the accompanying standalone Ind AS _inancial statements of Newtime Infrastructure Limited (‘the Company), which comprise the balance sheet as at March 31, 2025, the statement of pro it and loss (including other comprehensive income), the statement of cash _lows and the statement of changes in equity for the year then ended and a summary of the signi icant accounting policies and other explanatory information (herein after referred to as "standalone Ind AS _inancial statements").

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone _inancial statements give the information required by the Companies Act, 2013 (‘Act) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards (‘Ind AS) speci ied under section 133 of the Act, of the state of a airs of the Company as at March 31, 2025, and its pro it (including other comprehensive income), its cash _lows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing speci ied under section 143(10) of the Act. 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 _inancial statements under the provisions of the Act and the rules thereunder, and we have ful illed our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is suf icient and appropriate to provide a basis for our opinion.

Emphasis of matter

4. (a). As disclosed in note no. 34 to the accompanying _inancial statement, certain immovable properties held in the name of the Company, its subsidiary and associate and shares held by the promoter Company in them have been provisionally attached by the Deputy Director, Gurugram Zonal of ice, Directorate of Enforcement, New Delhi in alleged contravention of Violation under Prevention Laundering Act, 2002 vide order no. 09/2024 dated 13.09.2024. As per the information provided by the management, the said Order does not have impact on the business or running operations of the Company. The _inancial impact of the order, if any, is not ascertainable.

(b).Trade payables, trade receivables and other loans and advances given or taken are subject to reconciliation and con irmation.

Our report is not modi ied in respect of above-mentioned matter.

Key audit matters

5. Key audit matters are those matters that, in our professional judgment, were of most signi icance in our audit of the standalone _inancial statements of the current period. These matters were addressed in the context of our audit of the standalone _inancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

6. We have no matter other than those described Emphasis of Matter section to communicate in our audit report.

Information other than the _inancial statements and auditors report thereon

7. The Companys Board of Directors 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 Report, Corporate Governance and Shareholders Information, but does not include the standalone _inancial statements and our auditors report thereon.

Our opinion on the standalone _inancial 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 _inancial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone _inancial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Managements responsibilities for the standalone _inancial statements

8. 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 _inancial statements that give a true and fair view of the _inancial position, _inancial performance, including other comprehensive income, changes in equity and cash _lows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. 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 _inancial controls, that were operating e ectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone _inancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

9. In preparing the standalone _inancial statements, Board of Directors are responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

10. The Board of Directors is also responsible for overseeing the Companys _inancial reporting process.

Auditors Responsibilities for the audit of the standalone _inancial statements

11. Our objectives are to obtain reasonable assurance about whether the standalone _inancial 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 in luence the economic decisions of users taken on the basis of these standalone _inancial statements.

12. 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 _inancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suf icient 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 _inancial 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 _inancial controls system in place and the operating e ectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures 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 signi icant 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 _inancial 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 _inancial statements, including the disclosures, and whether the standalone _inancial statements represent the underlying transactions and events in a manner that achieves fair presentation.

13. Materiality is the magnitude of misstatements in the standalone _inancial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone _inancial statements may be in luenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the e ect of any identi ied misstatements in the standalone _inancial statements.

14. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and signi icant audit _indings, including any signi icant de iciencies in internal control that we identify during our audit.

15. 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.

16. From the matters communicated with those charged with governance, we determine those matters that were of most signi icance in the audit of the standalone _inancial 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 bene its of such communication.

Report on Other legal and regulatory requirements

17. 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 Companies Act, 2013, we give in the ‘Annexure A, a statement on the matters speci ied in paragraphs 3 and 4 of the Order, to the extent applicable.

18. 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 except for the matters as stated in the paragraph (i)(vi) below on reporting under Rule 11(g);

c) The Balance Sheet, the Statement of pro it and loss including Other comprehensive income, Statement of changes in equity and the Statement of cash _lows dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid Financial Statements comply with the Accounting Standards speci ied under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

e) On the basis of the written representations received from the directors as on March 31, 5 taken on record by the Board of Directors, none of the directors is disquali ied as on March 31, 5 from being appointed as a director in terms of Section 164 (2) of the Act;

f) The modi ication relating to the maintenance of accounts are as stated in the paragraph (b) above on reporting under section 143(3)(b) and paragraph (i) (vi) below on reporting under Rule 11(g);

g) With respect to the adequacy of the internal _inancial controls over _inancial reporting of the Company with reference to these Financial Statements of the Company and the operating e ectiveness of such controls, refer to our separate Report in ‘Annexure B to this report;

h) In our opinion, the managerial remuneration for the year ended March 31, 2025 has been paid/provided by the company to its directors in accordance with the provisions of section 197(16) of the Act, as amended;

i) 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 does not have any pending litigations on its _inancial position in its Financial Statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

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 March 31, 2025.

iv. The Management has represented that, to the best of its knowledge and belief:

a) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("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 identi ied in any manner whatsoever by or on behalf of the Company ("Ultimate

Bene iciaries") or provide any guarantee, security or the like on behalf of the Ultimate Bene iciaries.

b) No funds (which are material either individually or in the aggregate)have been received by the Company from any person or entity, including foreign entity ("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 identi ied in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Bene iciaries") or provide any guarantee, security or the like on behalf of the Ultimate Bene iciaries;

c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. During the year the Company has not declared any dividend.

vi. The Ministry of Corporate A airs (MCA) has mandated that, with e ect from 1st April, 2023, every company which uses accounting software for maintaining its books of account shall use software having a feature for recording an audit trail (edit log) of all transactions, capturing changes along with the date of such changes, and ensuring that the audit trail cannot be disabled.

During the course of our audit, we observed that the Company does not maintain an adequate audit trail for certain _inancial transactions. Speci ically, we were unable to obtain suf icient appropriate audit evidence regarding the completeness and accuracy of records for [specify area, e.g., cash disbursements, journal entries, inventory movements], due to the absence of a structured audit trail system.

The lack of an audit trail signi icantly impairs the ability to trace transactions from initiation to recording in the _inancial statements, thereby limiting our ability to perform e ective audit procedures. This de iciency increases the risk of undetected errors or fraud and is not in accordance with sound accounting practices and internal control requirements

Consequently, we were unable to determine whether any adjustments might be necessary in respect of the a ected _inancial statement items and related disclosures.

For Chatterjee & Chatterjee

Chartered Accountants

Firm registration no: 001109C

ALIGN=LEFT>Sd/-BD Gujrati

Partner

Membership no: 010878

Place: New Delhi

Date: May 30, 2025

UDIN: 25010878BMOSDT6204

106 NEWTIME INFRASTRUCTURE LIMITED

Annexure "A" to the Independent Auditors Report

(Referred to in paragraph 17 under the heading "Report on Other Legal & Regulatory Requirements" section of our report of even date to the members of Newtime Infrastructure Limited)

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone _inancial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, and to the best of our knowledge and belief, we report that:

(i) In respect of the Companys Property, plant and equipment:

(a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, plant and equipment.

(B) The Company has maintained proper records showing full particulars of intangible assets.

( b) The Company has a program of physical veri ication of Property, plant and equipment so to cover all the assets once every three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such veri ication.

(c) According to the information and explanations given to us, no immovable property is held in the name of company as on March 31, 2025. Accordingly, reporting under clause 3(i)(c) is not applicable.

(d) The Company has not revalued its property, plant and equipment (including right-to-use assets) during the year.

(e) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

(ii) (a) According to the information and explanations provided to us, the physical veri ication of inventories has been carried out by the management at regular interval. The frequency of the physical veri ication, in our opinion, is reasonable having regard to the size of the Company and nature of business. Further, there was no discrepancy noticed for each class of the inventory.

(b) The Company has not been sanctioned working capital limits from banks or _inancial institution on the basis of security of current assets during the current year. Accordingly, the reporting under clause 3(ii)(b) of the Order is not applicable.

(iii) (a) According to the information and explanations provided to us, the Company has made investments in Companies during the year.

(b) In our opinion, and according to the information and explanations given to us, the investments made are, prima facie, not prejudicial to the interest of the Company.

(c) According to the information and explanations provided to us, the Company has not made any loans and advances in nature of loans during the year. Accordingly, the reporting under clause 3(iii)(c)(d)(e) and (f) of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act in respect of loans, investments, guarantees, and security.

(v) The Company has not accepted any deposits and also there were no amounts which are deemed to be the deposits. Hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013, and the rules framed there under, do not apply to this Company.

(vi) The maintenance of cost records has not been speci ied by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company. Accordingly, the provisions the requirement to report on clause 3(vi) of the order is not applicable.

(vii) (a) According to the records, the Company is generally regular in depositing undisputed statutory dues including Goods and service tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and all other material statutory dues with the appropriate authorities and there were no arrears of statutory dues as at March 31, 2025 for a period of more than six months from the date they became payable of the _inancial statement.

(b) According to the records of the Company and the information and explanations given to us, there were no statutory dues referred to in sub clause (a) which have not been deposited on account of dispute.

(viii) According to the information and explanations given to us and based on our veri ication, there were no transactions which are not recorded in the books of account have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43) of 1961.

(ix) a) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or in the payment of interest thereon to any lender.

b) The Company has not been declared wilful defaulter by any bank or _inancial institution or any other lender.

c) In our opinion and according to the information and explanations given to us, the Company has not taken any term loan during the year and there are no unutilized term loans at the beginning of the year. Accordingly, the reporting under clause 3(ix)(c) is not applicable.

d) In our opinion and according to the information and explanations given to us, we report that no funds raised on short-term basis have been used for long-term purposes by the Company.

e) 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.

f) The Company has not raised any loans during the year. Accordingly, clause 3(ix)(f) of the Order is not applicable.

(x) a) The Company did not raise any money by way of initial public o er or further public o er (including debt instruments) during the year. Accordingly, clause 3 (x)(a) of the Order is not applicable.

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

(xi) a) According to the information and explanations given by the management and based upon the audit procedures performed no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

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

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

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.

(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 _inancial statements as required by the applicable accounting standards.

(xiv) 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 reports of the Internal Auditors for the period under audit;

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, clause 3(xv) of the Order is not applicable.

(xvi) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934, and is not a core investment Company (as de ined in the Core Investment Companies (Reserve Bank) Directions, 2016 and hence reporting under clause 3(xvi) and sub-clauses of the Order are not applicable.

(xvii) The Company has incurred cash losses amounting to Rs.153.40 lakhs in the _inancial year. However, it had Nil cash losses in the immediately preceding _inancial year.

(xviii) There has been no resignation of the Statutory Auditors during the year. Accordingly, reporting under clause 3(xviii) of the Order is not applicable to the Company.

(xix) On the basis of the _inancial ratios, ageing and expected dates of realization of _inancial assets and payment of _inancial liabilities, other information accompanying the _inancial statements, the auditors knowledge of the Board of Directors and management plans, we are of the opinion that no material uncertainty exists as on the date of audit report. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) The provisions of section 135 are not applicable to the Company and hence reporting under clause 3(xx) and its sub-clauses of the Order are not applicable.

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

For Chatterjee & Chatterjee

Chartered Accountants

Firm registration no: 001109C

Sd/-

BD Gujrati

Partner

Membership no: 010878

Place: New Delhi

Date: May 30, 2025

UDIN: 25010878BMOSDT6204

Annexure "B" to the Independent Auditors Report

Report on the Internal _inancial controls under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal _inancial controls over _inancial reporting of Newtime Infrastructure Limited ("the Company") as of March 31, 2025 in conjunction with our audit of the standalone Ind AS _inancial statements of the Company for the year ended on that date.

Managements Responsibility for internal _inancial controls

The Companys management is responsible for establishing and maintaining internal _inancial controls based on the internal control over _inancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal _inancial controls over _inancial reporting issued by the Institute of Chartered Accountants of India (‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal _inancial controls that were operating e ectively for ensuring the orderly and ef icient 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 _inancial information, as required under the Companies Act, 2013.

Auditors responsibilities

Our responsibility is to express an opinion on the Companys internal _inancial controls over _inancial 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") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal _inancial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal inancial controls over inancial reporting was established and maintained and if such controls operated e ectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal _inancial controls system over _inancial reporting and their operating e ectiveness. Our audit of internal _inancial controls over _inancial reporting included obtaining an understanding of internal _inancial controls over _inancial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating e ectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the standalone Ind AS _inancial statements, whether due to fraud or error.

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

Meaning of internal _inancial controls over _inancial reporting

A companys internal inancial control over inancial reporting is a process designed to provide reasonable assurance regarding the reliability of _inancial reporting and the preparation of _inancial statements for external purposes in accordance with generally accepted accounting principles. A companys internal _inancial control over _inancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly re lect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of _inancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material e ect on the _inancial statements.

Inherent limitations of internal _inancial controls over _inancial reporting

Because of the inherent limitations of internal _inancial controls over _inancial 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 internal inancial controls over inancial reporting to future periods are subject to the risk that the internal _inancial control over _inancial 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, the Company has, in all material respects, an adequate internal _inancial controls system over _inancial reporting and such internal _inancial controls over _inancial reporting were operating e ectively as at March 31, 2025, based on the internal control over _inancial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on audit of Internal _inancial controls over _inancial reporting issued by the Institute of Chartered Accountants of India.

For Chatterjee & Chatterjee

Chartered Accountants

Firm registration no: 001109C

Sd/-

BD Gujrati

Partner

Membership no: 010878

Place: New Delhi

Date: May 30, 2025

UDIN: 25010878BMOSDT6204