We have audited the accompanying Standalone Financial Statements of MBL Infrastructure Limited ("the Company"), which comprise the
Standalone balance sheet as at March 31,2026, and the Standalone statement of profit and loss including other comprehensive income, the
Standalone statement of changes in equity and the Standalone statement of cash flows for the year then ended, and notes to the Standalone
Financial Statements, including a summary of the material accounting policies and other explanatory information (hereinafter referred to as
"the Standalone Financial Statements").
In our opinion and to the best of our information and according to the explanations provided to us, the aforesaid Standalone Financial
Statements give the information required by the Companies Act, 2013 as amended ("the Act") in the manner so required and give a true
and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, thereof ("Ind AS") and other accounting principles generally accepted in India, of the state
of affairs of the Company as at March 31, 2026, and its profit (including other comprehensive income), changes in equity and its cash flows
for the year ended on that date.
Basis of Opinion
We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing ("SAs") as specified under
Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the
Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the Standalone
Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the ICAI's Code of Ethics.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Standalone
Financial Statements.
Emphasis of Matter
We draw attention to the following matters in the notes to the accompanying Standalone Financial Statements:
a. We draw attention to Note 6.3 to the Standalone Financial Statements, regarding the Company's non-current investment amounting
to ? 1,500.00 lakhs as at March 31, 2026 (March 31, 2025: ? 1,500.00 lakhs) in its wholly owned subsidiary, MBL (MP) Toll Road Company
Limited ("MTRCL"). The Hon'ble National Company Law Tribunal ("NCLT"), Principal Bench, New Delhi, initiated the Corporate Insolvency
Resolution Process ("CIRP") in respect of MTRCL under the Insolvency and Bankruptcy Code, 2016, vide its order dated January 21, 2025.
Subsequently, the Resolution Plan submitted by MTRCL was approved by the Hon'ble NCLT vide its order dated September 12, 2025, and
the implementation of the approved Resolution Plan was recorded by the Hon'ble NCLT vide its order dated October 14, 2025. Based on
the approved Resolution Plan, the future business plan, projected cash flows, fair value of the underlying investments and assets of MTRCL,
and other relevant factors, management has assessed that the recoverable amount of the investment exceeds its carrying amount.
b. We draw attention to Note 6.4 to the Standalone Financial Statements, regarding the Company's non-current investment amounting
to ?3,984.25 lakhs as at March 31, 2026 in its wholly owned subsidiary, MBL Projects Limited. As stated in the said note, the net worth
of the subsidiary does not represent the true market value of its underlying investments/assets, as the subsidiary holds investments in
downstream Special Purpose Vehicles (SPVs) whose projects have been cancelled/terminated. Claims have been filed in respect of such
cancellations/terminations and, based on the contractual tenability, legal advice received and the progress of arbitration/litigation, the
management is of the view that the recoverable amount of the investment exceeds its carrying value. Accordingly, the investment has
been considered as good and recoverable.
c. We draw attention to Notes 6.5 and 6.6 to the Standalone Financial Statements, relating to the Company's aggregate non-current
investments of Rs. 23,615.23 lakhs in its wholly owned subsidiaries comprising of Rs. 5,110.00 lakhs in MBL Highway Development
Company Limited and Rs. 18,505.23 lakhs in Suratgarh Bikaner Toll Road Company Private Limited, whose net worths do not represent
the true market value of the underlying investments/assets. As described in the aforesaid notes, the recoverability of these investments
is dependent upon the outcome of ongoing arbitration, litigation, claims and resolution proceedings, including matters relating to
terminated infrastructure projects, enforceability of claims and proceedings under the Insolvency and Bankruptcy Code, 2016 ("IBC").
Based on contractual rights, legal advice obtained, status of dispute resolution proceedings, future business plans and other factors as
stated in the said notes, the Management has considered the aforesaid investments as good and recoverable.
d. We draw attention to Note 6.7 to the Standalone Financial Statements regarding the Company's investment in Orissa Steel Expressway
Private Limited (OSEPL). As stated in the aforesaid note, the Company has investment in 2,37,43,800 equity shares aggregating to 30.30% in
OSEPL. The concession agreement was foreclosed/terminated on January 13, 2017 and arbitration proceedings initiated by OSEPL against
NHAI resulted in an award dated March 31, 2019. During the year, the Hon'ble NCLAT, vide its judgement and order dated July 30, 2025,
inter alia, held that the appeal filed by the Company is maintainable. The Hon'ble Supreme Court, vide its order dated October 15, 2025,
dismissed the Special Leave Petition filed by AMR India Limited against the said order. The Special Leave Petition filed by Rithwik Projects
Private Limited also stands dismissed due to non-clearance of defects. OSEPL has received ?38,384.61 lakhs from NHAI towards one-time
settlement; vide order dated July 21,2025, the Hon'ble NCLAT directed that OSEPL shall not disburse any sum to its shareholders without
leave of the Tribunal until further orders. The matter is pending adjudication before the Hon'ble NCLAT, New Delhi. The investment of the
Company continues to be carried at net cost.
e. We draw attention to Note 15 to the Standalone Financial Statements, during the period under review, the Company had issued and
allotted 3,00,00,000 equity shares of Rs. 10 each at par to entities forming part of the Promoter Group pursuant to the approved Resolution
Plan under the Insolvency and Bankruptcy Code, 2016. The equity share capital of the Company stands enhanced from 12,252.92 lakhs to
Rs. 15,252.92 lakh as at March 31,2026.
f. We draw attention to Note 17 to the Standalone Financial Statements, the Company has issued 0.10% Secured Non-Convertible
Debentures to the banks, which are redeemable in 39 unequated quarterly instalments commencing from September 30, 2024 with
a redemption premium of 10% payable at the time of final redemption, with interest payable at the end of each quarter in accordance
with the Approved Resolution Plan read with orders of NCLT/NCLAT/Hon'ble Supreme Court. Working Capital Term Loan and Equipment/
Vehicle Finance/External Commercial Borrowings are repayable in 39 unequated quarterly instalments together with interest at one-year
SBI MCLR plus a spread of 0.70% per annum in terms of the Approved Resolution Plan read with orders of NCLT/NCLAT/Hon'ble Supreme
Court. The Company also has Cash Credit facilities carrying interest at one-year SBI MCLR plus a spread of 0.70% per annum in accordance
with the Approved Resolution Plan read with orders of NCLT/NCLAT/Hon'ble Supreme Court.
g. We draw attention to Note 29 to the Standalone Financial Statements regarding the exceptional item of Rs. 13.49 lakhs recognised during
the year ended March 31, 2026 on account of the estimated increase in the past service cost of gratuity and compensated absences
pursuant to the implementation of the New Labour Codes. The said amount has been recognised in accordance with the requirements
of Ind AS 19, Employee Benefits, and presented as an "Exceptional Item" considering the enactment of the new legislation as a one-time,
non-recurring event. In the previous year ended March 31, 2025, the Company had recognised exceptional items amounting to Rs.
4,025.59 lakhs resulting from the implementation of the Package/Resolution Plan by the Banks/Financial Creditors. The said amount, being
capital in nature, was routed through the Statement of Profit and Loss in accordance with the requirements of Ind AS and subsequently
transferred to Capital Reserve. As no real income or profit had accrued to the Company and no cash flow had been realised, the said
amount was considered not taxable under the provisions of the Income-tax Act and the Rules made thereunder.
h. We draw attention to Note 34.2 and 34.3 to the Standalone Financial Statements, which describe that the Resolution Plan dated November
22, 2017 submitted by A. K. Lakhotia with 78.50% CoC voting share was approved under the Insolvency and Bankruptcy Code, 2016 ("IBC")
and has attained finality pursuant to the orders passed by the Hon'ble NCLT, Hon'ble NCLAT and Hon'ble Supreme Court of India., The
approved Resolution Plan is binding on all creditors and other stakeholders in terms of Section 31(1) of the IBC. Accordingly, claims not
filed, not admitted or not forming part of the approved Resolution Plan stand extinguished. The said notes further describe the treatment
of corporate guarantees and contingent liabilities under the approved Resolution Plan, including settlement of amounts arising upon
invocation thereof, subject to reconciliation and the rights and legal remedies available to the Company. As stated in the aforesaid notes,
the Banks have declared September 04, 2024 as the implementation date of the approved Resolution Plan.
i. We draw attention to Note 38.1 to the Standalone Financial Statements regarding the recognition of deferred tax assets (net) amounting
to ?9,910.73 lakhs as at March 31,2026 (March 31,2025: ? 15,144.78 lakhs) corresponding to unused brought forward income tax losses.
The Company has recognised the deferred tax assets based on management's assessment that sufficient future taxable profits will be
available against which such unused tax losses can be utilised. The assessment is based on, inter alia, opportunities available in the
Company's core area of competence, bidding/pre-qualification limits, conducive Government policies and market conditions, recovery of
pending claims, Techno Economic Viability (TEV) study and the approved Resolution Plan. The balance deferred tax assets pertain to Ind
AS adjustments representing timing differences expected to reverse over the life of the underlying assets.
j. We draw attention to Note 44 to the Standalone Financial Statements relating to claims recognized by the Company in respect of cost
overruns arising from project delays, suspension of projects, design deviations and changes in scope of work, which are under negotiation,
arbitration or litigation. As stated in the said note, such claims have been recognized based on Management's assessment of contractual
terms, historical experience and legal advice, wherever necessary and the ultimate realization thereof is subject to the outcome of the
related proceedings and future settlements.
Our opinion is not modified in respect of the above matters.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of the most significance in our audit of the Standalone Financial
Statements for the year ended March 31, 2026 These matters were addressed in the context of our audit of the Standalone Financial
Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined
the matters described below to be the key audit matters to be communicated in our report.
Description of Key Audit Matters
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Measurement of Construction Revenue - Refer Note 3(n)
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The Key Audit Matters
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How the matter was addressed in audit
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Revenue from construction contracts represents significant
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Our audit procedures in relation to this matter included the following:
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portion of the total revenue from the operations of the
Company amounting to Rs. 1,880.03 lakhs for the year
ended March, 31st, 2026 (Previous Year: Rs. 1,652.38 lakhs).
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• Obtained and reviewed underlying agreements with customers and
assessed the key terms and conditions relevant to revenue recognition.
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Revenue recognition is considered a key audit matter
due to the significance of the amount and the judgment
involved in determining whether revenue is recognized in
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• Evaluated whether invoicing and revenue recognition were performed in
accordance with the contractual terms and verified that payments were
being received on a timely basis.
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accordance with applicable accounting standards. The key
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• Understood and documented the Company's process for identification
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risks identified include:
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of related parties and reviewed approvals from the Audit Committee and
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1. Whether revenue has been recognized appropriately in
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Board of Directors for related party transactions on a test-check basis.
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accordance with the terms of the contracts.
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• Assessed whether such related party transactions were conducted at arm's
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2. Significant transactions with related parties (including
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length.
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subsidiaries), which carry an inherent risk of being
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• Tested samples of manual journal entries posted to revenue accounts to
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executed on terms that are not at arm's length.
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identify any unusual or inappropriate items.
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3. In the context of ongoing CIRP proceedings, there
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• Assessed the adequacy and appropriateness of disclosures in Note 22 to the
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exists an additional risk that customers may invoke
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Standalone Financial Statements in accordance with Ind AS 115.
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termination rights or withhold payments, thereby
impacting the recoverability of contract assets and the
appropriateness of revenue recognized to date.
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• In the context of CIRP proceedings, performed specific inquiries with
management and reviewed relevant correspondence to evaluate whether
any customers had invoked termination clauses or disputed payment
obligations, and assessed the resulting impact on revenue recognition and
recoverability of contract assets.
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Based on our procedures, we found that as at March 31, 2026, the Company
had not undertaken any such projects and, accordingly, no revenue from such
services was recognized during the year.
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Assessment of recoverability of investments in subsidiaries - Refer Note 4 (c)
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The Key Audit Matters
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How the matter was addressed in audit
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The Company holds investments in subsidiaries carrying
out road and other infrastructure projects. The carrying
amount of investments in subsidiaries as at March 31,2026
is Rs. 31,299.48 lakhs, measured at cost less any diminution
in value.
We identified this as a Key Audit Matter due to the
following:
• The investments are significant in the context of the total
balance sheet
• Certain subsidiaries have negative net worth, making
the impairment assessment particularly sensitive and
judgmental.
• In the context of the Company's CIRP proceedings,
additional uncertainty exists as to whether the resolution
plan contemplates sale, transfer or restructuring of
subsidiary entities, which would directly affect the
recoverability of these investments
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Our audit procedures in relation to this matter included the following:
• Evaluated the design and implementation and tested the operating
effectiveness of key controls over the impairment assessment process.
• Assessed the Company's identification of Cash Generating Units (CGUs)
with reference to the guidance in Ind AS 36, Impairment of Assets
• Obtained the latest available financial statements of all subsidiary companies
and assessed their net worth; for subsidiaries where net worth exceeds
carrying amount of investment, assessed that those subsidiaries have been
historically profit-making.
• 1 n the context of CIRP, specifically assessed whether the resolution plan
entails sale or transfer of any subsidiary entities and the consequent impact
on impairment assessment
• Reviewed and assessed the work performed by management's external
valuation experts, including the appropriateness of the valuation
methodology and key assumptions; also assessed the competence,
capability and objectivity of such experts
• Assessed the historical accuracy of management's estimates by comparing
prior year projections with actual outcomes
• Assessed the adequacy of impairment losses recognised or reversed during
the year and reviewed the disclosures made in Note 4(c) to the Standalone
Financial Statements.
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Disputed Tax Matters - Refer Note 3(l)
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The Key Audit Matters
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How the matter was addressed in audit
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The Company has various tax disputes pending before
multiple forums including Income Tax Appellate Tribunal
(ITAT), Commissioner of Income Tax (Appeals) [CIT(A)],
and GST/Indirect Tax Appellate Authorities. The aggregate
amount of disputed tax demands (excluding interest and
penalty) as at March 31,2026 is Rs. 209.91 lakhs.
We identified disputed tax matters as a Key Audit Matter
due to the following:
• The quantum of disputed demands is material to the
financial statements
• Significant judgement and assumptions are required
by management in assessing the merits of each case,
determining the probability of success and measuring
the exposure, including decisions on whether a provision
needs to be recognised or the matter disclosed as a
contingent liability.
• The matters are complex, involve multiple jurisdictions
and tax positions, and are expected to take considerable
time for resolution
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Our audit procedures in relation to this matter included the following:
• Obtained an understanding of the internal control environment relating to
the identification, recognition, measurement and disclosure of provisions
for disputed tax matters and contingent liabilities
• Obtained from management a comprehensive schedule of all disputed tax
matters as at March 31, 2026, including the nature of the dispute, forum
where pending, amount of demand, management's assessment of the
probability of success and the basis thereof
• For significant tax disputes, read the relevant assessment orders, appellate
orders, legal opinions and correspondence to corroborate management's
assessment of the risk profile of each case
• Involved tax specialists from our firm to independently evaluate the
significant tax positions taken by the Company and to assess whether
management's probability assessment is supportable
• In the context of CIRP proceedings, specifically assessed whether tax
authorities have submitted claims with the Resolution Professional; obtained
the schedule of admitted claims and compared with the Company's records
to identify any discrepancies in the amount or classification of tax liabilities
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• 1 n the context of CIRP proceedings, tax authorities are
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• Assessed whether provisions recognised are adequate and whether
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creditors under IBC and may have filed claims with the
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amounts disclosed as contingent liabilities are appropriately measured
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Resolution Professional, which affects the classification
and quantum of tax liabilities in the financial statements
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• Reviewed whether any demands have been paid under protest and the
treatment thereof in the financial statements
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• Changes in tax laws, judicial precedents or the outcome
of ongoing appeals could significantly alter the
Company's exposure
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• Assessed whether any new demands were raised or settled during the year
and their impact on the financial statements
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Assessed the adequacy of disclosures in Note 34 to the Standalone Financial
Statements in accordance with Ind AS 37, Provisions, Contingent Liabilities
and Contingent Assets.
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Information Other than the Standalone Financial
Statements and Auditor's Report Thereon
The Board of Directors of the Company is responsible for the other
information. The other information comprises the information
included in the Board's Report including Annexures to Board's
Report and Report on Corporate Governance and Shareholder's
information but does not include the Standalone Financial
Statements and our auditor's report thereon.
Our opinion on the Standalone Financial Statements does not cover
the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the Standalone Financial Statements,
our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the Standalone Financial Statements or our knowledge
obtained during the course of our audit or otherwise appears to be
materially misstated.
If, based on the work we have performed, we conclude that there is
material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
Responsibilities of the Management and Those
Charged with Governance for the Standalone Financial
Statements
The Company's Board of Directors is responsible for the matters
stated in Section 134(5) of the Act with respect to the preparation
of these Standalone Financial Statements that give a true and fair
view of the financial position, financial performance including other
comprehensive income, changes in equity and cash flow of the
Company in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards (Ind
AS) specified under Section 133 of the Act, read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended, thereof.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates
that are reasonable and prudent and design, implementation and
maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and
presentation of the Standalone Financial Statements that give a true
and fair view and are free from material misstatement, whether due
to fraud or error.
In preparing the Standalone Financial Statements, management
is responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the
Company's financial reporting process.
Auditor's 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 auditor's 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 SA's will always detect a material
misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these Standalone Financial
Statements.
As part of an audit in accordance with SAs, we exercise professional
judgment and maintain professional skepticism throughout the
audit. We also:
• Identify and assess the risks of material misstatement of the
Standalone Financial Statements whether due to fraud or
error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
• Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances. Under Section 143(3X0 of the Act, we
are also responsible for expressing our opinion on whether
the Company has adequate internal financial controls with
reference to Financial Statements in place and the operating
effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures in the Standalone Financial Statements made by
the Management.
• Conclude on the appropriateness of management's 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 Company's ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to
draw attention in our auditor's 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
auditor's report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the
Standalone Financial Statements, including the disclosures,
and whether the Standalone Financial Statements represent
the underlying transactions and events in a manner that
achieves fair presentation.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the Standalone Financial Statements
of the current period and are therefore the key audit matters. We
describe these matters in our auditors'report unless law or regulation
precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
Materiality is the magnitude of misstatements in the Standalone
Financial Statements that, individually or in aggregate, makes
it probable that the economic decisions of a reasonably
knowledgeable user of the financial statements may be influenced.
We consider 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.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020
("the Order"), issued by the Central Government of India in
terms of section 143(11) of the Act, we give in the "Annexure A"
a statement on the matters specified in paragraphs 3 and 4 of
the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, based on our audit, we
report that:
(a) We have sought and obtained all the information and
explanations which, to the best of our knowledge and
belief, were necessary for the purposes of our audit of the
aforesaid Standalone Financial Statements.
(b) In our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from
our examination of those books.
(c) The Standalone balance sheet, the Standalone statement
of profit and loss (including other comprehensive income),
the Standalone statement of changes in equity and the
Standalone statement of cash flows dealt with by this
Report are in agreement with the books of account.
(d) In our opinion, the aforesaid Standalone Financial
Statements comply with the Indian Accounting Standards
(Ind AS) specified under Section 133 of the Act, read with
Companies, (Indian Accounting Standards) relevant Rules,
2015 as amended, thereof.
(e) On the basis of the written representations received from
the directors as on March 31,2026 and taken on record by
the Board of Directors, none of the directors is disqualified
as on March 31, 2026 from being appointed as a director
in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial
controls with reference to the Standalone Financial
Statements of the Company and the operating
effectiveness of such controls, refer to our separate report
in "Annexure B" Our report expresses an unmodified on the
adequacy and operating effectiveness of the Company's
internal financial control with reference to Standalone
Financial Statement.
(g) With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended,
in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending
litigations as at March 31,2026 on its financial
position in its Standalone Financial Statements -
Refer Note 34 to the Standalone Financial Statement;
ii. The Company did not have long-term contracts
including derivative contracts for which there were
any material foreseeable losses.
iii. There has been no delay in transferring amounts
required to be transferred to the Investor Education
and Protection Fund by the Company.
iv. (a) The Management has represented to us that, to
the best of its knowledge and belief, other than
as disclosed in the notes to the accounts, no
funds (which are material either individually or
in aggregate) have been advanced or loaned or
invested (either from borrowed funds or share
premium or any other sources or kind of funds)
by the Company to or in any other person(s)
or entity(ies), including foreign entities
("Intermediaries"), with the understanding,
whether recorded in writing or otherwise,
that the Intermediary shall, whether, directly
or indirectly lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries;
(b) The Management has represented to us that,
to the best of its knowledge and belief, other
than as disclosed in the notes to the accounts,
no funds (which are material either individually
or in aggregate) have been received by the
Company from any person(s) or entity(ies),
including foreign entities ("Funding Parties"),
with the understanding, whether recorded
in writing or otherwise, that the Company
shall, whether, directly or indirectly, lend or
invest in other persons or entities identified
in any manner whatsoever by or on behalf of
the Funding Party ("Ultimate Beneficiaries") or
provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries; and
(c) Based on our audit procedures performed
conducted that have been considered
reasonable and appropriate in the
circumstances, nothing has come to our
attention that has caused us to believe that the
representation under sub- clause (i) and (ii) of
Rule 11 (e) as provided under paragraph (a) and
(b) above, contain any material misstatement.
v. No dividend has been declared or paid during the
year by the Company.
vi. Based on our examination which included test
checks, the Company has used an accounting
software for maintaining its books of account for
the financial year ended March 31, 2026, which has
a feature of recording audit trail (edit log) facility
and the same has operated throughout the year for
all relevant transactions recorded in the software.
Further, during the course of our audit we did not
come across any instance of the audit trail feature
being tampered with. Additionally audit trail for prior
years has been preserved by the Company as per
statutory requirements for record retention.
3 I n our opinion and to the best of our information and
according to the explanations given to us, the remuneration
paid / payable by the Company to its directors during the
year is in accordance with the provisions of section 197
read with Schedule V to the Act.
For S A R C & Associates
Chartered Accountants
Firm Registration No.: 006085N
CA Subal Jalan
Partner
Place: New Delhi Membership No.: 514279
Date: 30th May, 2026 UDIN: 26514279KYAQMO3546
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