RPP Infra Projects Ltd Auditor Reports

TO THE MEMBERS OF R.P.P INFRA PROJECTS LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of R.P.P INFRA PROJECTS LIMITED ("the Company"), which comprise the Standalone Balance sheet as at 31st March 2025, 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 ended on that date, and a summary of material accounting policies and other explanatory information, which includes two branches and Thirteen jointly controlled operations In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing ("SA"s) specified under section 143(10) of the Act. Our responsibilities under those Standards 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 together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

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

We have determined the matters described below to be the key audit matters to be communicated in our report.

S.No Key Audit Matter	Auditors Response
1. Revenue recognition in accordance with Ind AS 115	Our audit procedures on revenue recognized from fixed price development contracts include
"Revenue from Contracts with Customers"
The Company inter alia engages in Fixed-price development contracts, where, revenue is recognized using the percentage of completion computed as per the input method based on managements estimate of contract costs. (Refer to Note No. 2.14(i)and Note No.27 & Note No. 47 to the Standalone Financial Statements.	Understanding of the systems, processes and controls implemented by management for recording and calculating revenue and work-in-progress/Contract Assets.
	On selected samples of contracts, We tested that the revenue recognized is in accordance with the accounting standard by –
	? Evaluating the performance obligation;
We identified revenue recognition of fixed price development contracts as a KAM considering –
	? Testing managements calculation of the estimation of contract cost and onerous obligation, if any. We :
• There is an inherent risk around the accuracy of revenues given, the customised and flexible nature of these contracts in terms of tenure of the projects.
	Observed that the estimates of cost to complete were reviewed and approved by appropriate levels of management;
• Application of revenue recognition accounting standard is complex and involves a number of key judgments and estimates including estimating the future cost- to-completion of these contracts, which is used to determine the percentage of completion of the relevant performance obligation;
	Performed a retrospective review of costs incurred with estimated costs to identify significant variations and verify whether those variations have been considered in estimating the remaining costs to complete the contract; and
These contracts may involve onerous obligations on the Company that require critical estimates to be made by management; and	Assessed the appropriateness of work in progress (contract assets) in balance sheet by evaluating the underlying documentation to identify possible delays in achieving milestones which may require change in estimated costs to complete the remaining performance obligations.
At year-end a significant amount of work in progress (Contract assets and liabilities) related to these contracts is recognised in the balance sheet

 

2 Measurement of contract assets in respect of overdue milestones and receivables in respect of overdue invoices	The procedures performed included the following: obtained an understanding of the Companys processes in collating the evidence supporting execution of work for each disaggregated type of revenue;
The Company, in its contract with customers, promises to transfer distinct services to its customers, which may be rendered in the form of engineering, procurement, and construction (EPC) services through design-build contracts, and other forms of construction contracts. The recognition of revenue is based on contractual terms, which could be based on agreed unit price or lump-sum revenue arrangements. At each reporting date, revenue is accrued for costs incurred against work performed that may not have been invoiced.
	obtained an understanding of the Companys processes in assessing the recoverability of amounts overdue and process over estimating the expected credit loss allowance;
	tested the design and operating effectiveness of the key controls over the completeness and accuracy of the key inputs and assumptions into the provisioning model;
Identifying whether the Companys performance has resulted in a service that would be billable and collectable where the works carried out have not been acknowledged by customers as of the reporting date, involves a significant amount of judgment. Assessing the recoverability of contract assets related to overdue milestones and amounts overdue against invoices raised which have remained unsettled for a significantly long period after the end of the contractual credit period also involves a significant amount of judgment.	evaluated controls over authorization and calculation of provisioning model;
	evaluated the delivery and collection history of customers against whose contracts un-invoiced revenue is recognized;
	verified for the sample selected, receipts post balance sheet date up to the approval of the financial statements by the Board of Directors of the Parent Company;
	performed an overall assessment of the expected credit loss provision to determine if they were reasonable considering the Companys portfolio, risk profile, credit risk management practices and the macroeconomic environment; and
Refer to Note No. 2.14(i)and Note No.27 & Note No. 47 of the standalone financial statements
	tested the appropriateness of the disclosures in the financial statements to ensure compliance with Ind AS 115

Information Other than the Financial Statements and Auditors Report Thereon

The Companys management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companys Boards Report, Directors report, Management discussion and analysis, but does not include the standalone financial statements , the consolidated financial statements and our auditors report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. Based on the work we have performed, We have nothing to report in this regard.

Managements Responsibility for the Stan-dalone Financial Statements

The Companys Management and Board of Directors are responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("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, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS specified under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

The Board of Directors are 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 financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls 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 the management and Board of Directors.

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

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

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 standalone financial statements may be influenced. 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 effect of any identified misstatements in the standalone financial statements We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

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

Other Matter

We did not audit the standalone financial statements of Two branches operations included in the standalone financial results of the Company, whose results reflect total revenues of Rs. 1.70 Crore and Rs.(13.93) Crore net profit/(Loss) after tax and total comprehensive income of Rs. (14.72) Crore for the year ended March 31st 2025, respectively. Our opinion on the statements, in so far as it relates to the amounts and disclosures included in respect to the two branches, and our report in terms of sub section (3) and (11) of section 143 of the Companies Act, 2013 in so far as it relates to the aforesaid branches is based solely on the report of such unaudited financial statements and other unaudited information provided to us by the management of the company. Our conclusion on the statement is not modified in respect of the above matter.

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 Companies Act, 2013, we give in the Annexure -B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. (A) 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 reports and accounts of the branch offices situated in Srilanka and Bangladesh have not been audited by us and we have not received any audit report for the same. (d) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (Including other Comprehensive income), the standalone statement of changes in Equity and the Standalone Cash Flow Statement dealt with by this Report are in agreement with the books of accounts. (e) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(f ) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2025 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) 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 A".

(h) 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 of the Act.

(B) 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, 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 on its financial position in its financial statements

– Refer Note No.40 to the standalone 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. iii. There has been a delay in transferring the amount of unclaimed dividend to the Investor Education and Protection Fund Refer note 23.1 to the standalone financial statements.

Financial Year	Unclaimed dividend amount	Remarks
2014-15	7,755.00	Not transferred due to banking error

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or 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 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, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or 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 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;

(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. As stated in note 17.5 to the standalone financial statements, the Board of Directors of the Company , have proposed final dividend for the year which is subject to the approval of the members at the ensuing respective Annual General Meetings. Such dividend proposed is in accordance with section 123 of the Act, as applicable vi. Based on our examination which included test checks, the Company has used accounting softwares for maintaining their respective 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 audit, we have not come across any instance of the audit trail feature being tampered with. Additionally, the audit trail of prior year has been preserved by the Company incorporated in India as per the statutory requirements for record retention.

ANNEXURE ‘A TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1(f) under " Report on Other Legal and Regulatory Requirements" section of our report of even date)

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 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 is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting, except relating to the branches in Srilanka and Bangladesh.

Meaning of Internal Financial Controls with reference to standalone financial statements

A companys internal financial control with reference to standalone financial statement is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to standalone financial statements 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 standalone financial statements.

Inherent Limitations of Internal Financial Controls with reference to standalone finan-cial statements

Because of the inherent limitations of internal financial controls with reference to standalone financial statements , including

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

We have audited the internal financial controls of RPP Infra Projects Limited as of 31 Mar 2025 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial 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. 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") 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 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 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 control standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements are operating effectively as at 31 March 2025, except relating to the branches in Srilanka and Bangladesh for which we have neither audited nor received an Independent Auditors report on the same, based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the ICAI.

ANNEXURE ‘B TO THE INDEPENDENT AUDITORS REPORT ON THE STANDALONE FINANCIAL STATEMENTS OF RPP INFRA PROJECTS LIMITED

(Referred to in paragraph 1 under "Report on Other Legal and Regulatory requirements" section of our report to the Members of RPP INFRA PROJECTS LIMITED of even date)

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that : (i) In respect of the Companys Property Plant and Equipment and intangible assets : (a) (A) the company is generally maintaining proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment, Capital Work – in – progress, investment properties and relevant details of right-of-use assets.

(B) the company is maintaining proper records showing full particulars of intangible assets.

(b) The Company has a regular program of physical verification of its property plant and equipment, capital work-in-progress, investment properties in a phased manner during the year. In our opinion, this physical verification is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification. (c) With respect to immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the financial statements as a part of property, plant and equipment, capital work-in-progress and investment property and based on the examination of the registered sale 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) The Company has not revalued any of its property, plant and equipment (including Right of Use assets) and intangible assets during the year.

(e) No proceedings have been initiated or is pending against the company as at 31 Mar 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(ii) In respect of the Companys inventories :

(a) The inventory were physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable and procedures and coverage as followed by management were appropriate. No discrepancies of 10% or more in the aggregate for each class of inventories

(b) In our opinion the terms and conditions of loans granted by the Company to its wholly owned subsidiary, (total loan amount granted during the year Rs 9.26 crores and balance of loan outstanding as at balance sheet date Rs 9.26 crores) are prejudicial to the Companys interest on account of the fact that the loans have been granted at NIL interest rate and is not in accordance with the prevailing yield of government security closest to the tenor of the loan.

(c) The terms of repayment of loan issued to WOS has been stipulated and disclosed in the financial statements in Note 14.1. As per the terms the repayment of principal and interest are not due as on 31.03.2025.

(d) In respect of Loan given to Wholly Owned Subsidiary there are no repayment dues as on 31.03.2025, hence reporting under clause (iii) (d) is not applicable.

Particulars	Investments	Loans
Aggregate amount granted/ provided during the year :
Firms	6.75	NIL
WOS	NIL	9.26
Balance o/s as at Balance Sheet date in respect of above cases :
Firms	6.75	NIL
WOS	NIL	9.26

were noticed on such physical verification of inventories when compared with books of account.

(b) The Company has been sanctioned working capital limits in excess of _5 Crores, in aggregate, at points of time during the year, from banks on the basis of security of current assets. In our opinion, the quarterly returns or statements filed by the Company with such banks are in agreement with the books of accounts of the Company of the respective quarters and no material discrepancies have been observed.

(iii) The Company has made investments in, granted loans unsecured, to companies or any other parties during the year, in respect of which: (a) The Company has made investments, Loans to Wholly Owned Subsidiary during the year and details of which are given below:

Crores

(e) In respect of Loan given to Wholly Owned Subsidiary there are no repayment dues as on 31 Mar 2025, hence reporting under clause (iii) (e) is not applicable.

(f ) The Company has not granted any loans either repayable on demand or without specifying any terms or period of repayment during the year. Hence, reporting under clause (iii)(f ) is not applicable.

(iv) The Company has complied with the provisions of Sections 185 and 186 of the Act, to the extent applicable, in respect of grant of loans, making investments and providing guarantees and securities during the year as applicable except for the loan granted by the Company to its Wholly owned Subsidiary which is given below :

Sl.No.	Section 186		Remarks
Interest	Name of the Company	Amount involved	Balance as at 31 Mar 2025
1 Interest not charged as on 31.03.2025	RPP Infra Projects (Lanka) Limited	0.22 crores	9.62 crores	Refer Note. No 49

prima facie, the prescribed cost records have been made and maintained by the company. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to me, in respect of statutory dues: a) In our opinion, the Company has generally been regular in depositing undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, 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 became payable

The terms of Loan and interest for the above loan were approved by the board on 28th May 2025. Subsequent to the date of audit report the company had provided for the above interest from the date of issue of loan in the books of accounts. Hence, the above non-compliance has been subsequently rectified.

(v) The Company has not accepted any deposits from the public and 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 Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

(vi) The maintenance of cost records has been specified by the Central Government u/s 148(1) of the Act. We have broadly reviewed the cost records maintained during the year by the Company pursuant to the Companies (cost Records and Audit) Rules, 2014 as amended and prescribed by the Central Government u/s 148(1) of the Act, and are of the opinion that, b) Details of dues of Income Tax , Service Tax and Good which have not been deposited as at March 31, 2025 on account of dispute are given below:

Name of Statute	Nature of the due	Amount in Rs.	Period to which the amount relates	Forum where the dispute is pending
Income Tax Act	Income Tax	0.09 Crores	2016-17	Income Tax Department-CPC
Income Tax Act	Income Tax	1.90 Crores	2017-18	Income Tax Department-CPC
Income Tax Act	Income Tax	1.37 Crores	2020-21	Income Tax Central Circle 2 – CIT Appeal
Income Tax Act	Income Tax	1.06 Crores	2021-22	Income Tax Central Circle 2 – CIT Appeal
Income Tax Act	Income Tax	0.66 Crores	2005-06	Income Tax Department-CPC
Service Tax Act	Service Tax	1.79 Crores	2004-09	Service Tax Tribunal
Service Tax Act	Service Tax	1.45 Crores	2013-14	Service Tax Tribunal
Service Tax Act	Service Tax	0.03 Crores	2010-11	Service Tax Tribunal
Service Tax Act	Service Tax	0.45 Crores	2011-12	Service Tax Tribunal

 

Name of Statute	Nature of the due	Amount in Rs.	Period to which the amount relates	Forum where the dispute is pending
Service Tax Act	Service Tax	4.99 Crores	2012-13	Service Tax Tribunal
Service Tax Act	Service Tax	1.62 Crores	2012-15	Service Tax Tribunal
Income Tax Act	TDS	0.13 Crores	Various periods	Income Tax Department-CPC
Goods & Service Tax	Tax	5.19 Crores	2017-18	Office of the commi. Taxes (Audit) 3.8 Karnataka. Mr.Kamalakar
Goods & Service Tax	Tax	1.20 Crores	2021 – 22	DC Kerala Thrissur
Goods & Service Tax	Tax	2.94 Crores	2017-18	Office of DC Telangana

(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. (b) No report under sub-section (12) of Section 143 of the Act has been filed by the auditor in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As represented to us by the management, there are no whistle blower complaints received by the company during the year. (xii) The Company is not a Nidhi Company . Hence reporting under clause 3(xii) of the Order is not applicable (xiii) In our opinion, all the Related Party Transactions entered into by the Company during the year are in compliance with the provisions Sec. 188 & 177 of the Act and the details thereof have been disclosed in the Financial Statements as required by the Indian Accounting standards (xiv) In respect of internal audit : (a) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

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

(xv) In our opinion, during the year the company has not entered into any non-cash transactions with its 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) (a) In our opinion, the Company is not required to be registered u/s 45-IA of the Reserve Bank of India Act, 1934 and hence reporting under clause 3(xvi) (a), (b) and (c) is not applicable (b) The Company does not have not a Core Investment Company as part of the group and accordingly reporting under clause 3(xvi)(d) is not applicable.

(viii) The Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income tax Act, 1961 as income during the year.

(ix) In respect of borrowings :

(a) In our opinion, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest theron to any lender during the year (b) The Company has not been declared a wilful defaulter by any bank or any financial institution or any government or government authority.

(c) The company has utilized the money obtained by way of term loans during the year for the purposes for which they were obtained.

(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) 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, associates or joint ventures.

(f ) The company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

(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 and hence reporting under clause (x)(a) of the Order is not applicable (b) The company has made preferential allotment of shares during the previous financial year, and the requirements of Section 42 and Section 62 of Companies Act 2013 have been complied with. The funds raised have been utilized for the purpose for which the funds were raised.

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

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

(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

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

For K R S G ASSOCIATES

Chartered Accountants

FRN # 007506S

 

SUJATHA T S FCA

Membership No. : 233150

UDIN : 25233150BMGYDQ2154

 

Place : Chennai

Date : 28 May 2025