We have audited the accompanying Standalone Financial Statements of MBL Infrastructure Limited ("the Company"), which comprise the
standalone balance sheet as at March 31,2025, 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 31,2025, 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. Note 3(a) regarding the approval of Resolution Plan dated November 22, 2017, submitted by Mr. A K Lakhotia with 78.50% CoC majority
support was approved under IBC, 2016 and Orders dated April 18, 2018, March 11,2022, September 13, 2023 and September 30, 2024 by
Hon'ble National Company Law Tribunal ("NCLT"), Kolkata, Orders dated August 16, 2019, May 23, 2023 and August 10, 2023 by Hon'ble
National Company Law Appellate Tribunal ("NCLAT") and Orders dated January 18, 2022, August 04, 2023 and September 25, 2023
by Hon'ble Supreme Court were passed regarding approval and implementation of the Resolution Plan and the Resolution Plan has
attained finality. The documents for implementation of the Approved Resolution Plan by the Banks have been executed and the date of
implementation of the Package/Resolution Plan has been declared by the Banks as September 04,2024.

b. Note 6.3 regarding Non-Current Investment by the Company as at March 31, 2025 amounting to Rs.1500.00 lakhs (March 31, 2024;
Rs.1500.00 lakhs) in its wholly owned subsidiary company MBL (MP) Toll Road Company Ltd ("MTRCL"). The net worth of subsidiary as at
March 31,2025 have been fully eroded. The net worth of subsidiary does not represent true market value of the underlying investment/
assets. There was a participation in concession agreement dated December 07, 2011 by way of project centric ECB facility as per prudential
norms of financing infrastructure projects in India in terms of RBI guidelines & other applicable Indian laws in Toll Annuity project
of MTRCL. Repayments and interest were to be made from escrow account out of deposit of semiannual annuity and user fee (toll)
on achievement of Completion / Commercial Operation Date (COD). Arbitration proceedings have been initiated by MTRCL under
Arbitration & Conciliation Act, 1996 vide notice dated March 20, 2023 against the Authority and Lenders Representative / Escrow Agent
for differences and disputes that have arisen due to breach of escrow agreement dated March 22, 2012. The Arbitration case has been
registered with Indian Council of Arbitration as case No. AC-2373 and MTRCL has raised claims. MTRCL has also filed application under
Section 9 of Arbitration & Conciliation Act 1996 before Commercial Court, Bhopal and the case has been registered as MJC AV 42/2024. The
Adjudicating Authority (NCLT, New Delhi) vide its order dated January 21,2025 has initiated Corporate Insolvency Resolution Proceedings

on an application filed by Punjab National Bank (International) Ltd (PNBIL) u/s 7 of Insolvency & Bankruptcy Code, 2016 and Resolution
Professional (RP) has been appointed. The powers of the members of the Board of Directors of MTRCL are suspended and management
of MTRCL vests with RP. Appeal has been filed before Hon'ble NCLAT against the Adjudicating Authority order dated January 21, 2025,
which is pending adjudication. The Company has filed its claims with RP which has been admitted. Without prejudice the Company and
MTRCL being MSME are qualified to submit a Resolution Plan in terms of IBC, 2016 and is declared as one of the prospective Resolution
Applicant by RP Based on estimates like future business plan, arbitration proceedings and other factors, the management is confident that
the realisable amount is higher than the carrying value of the investment and, therefore, the investment in the above subsidiary is good
and recoverable.

c. Note 6.4 regarding Non-Current Investment by the Company as at March 31, 2025 amounting to Rs.3,984.25 lakhs (March 31, 2024;
Rs.2,984.25 lakhs) in its wholly owned subsidiary company MBL Projects Ltd. The net worth of the subsidiary does not represent true
market value of the underlying investment/assets. The subsidiary holds shares in downstream SPVs in which projects were cancelled/
terminated. Claims have been filed against cancellation/termination of the projects. These claims are based on the terms and conditions
implicit in the contract in respect of cancelled/terminated projects. Considering the contractual tenability; legal advice received and
progress of arbitration/ litigation, the management is confident of recovery of these claims. In view of this, the management is confident
that the realisable amount is higher than the carrying value of the investment and, therefore, has considered the investment in the above
subsidiary as good and recoverable.

d. Note 6.5 regarding Non-Current Investment by the Company as at March 31, 2025 amounting to Rs.18505.23 lakhs (March 31, 2024;
Rs.18505.23 lakhs) in its wholly owned subsidiary company Suratgarh Bikaner Toll Road Company Private Limited (SBTRCPL). The net
worth of the subsidiary does not represent true market value of the underlying investment/assets. There has been delay in Completion
/ Commercial Operation Date (COD) in respect of the DBFOT Project. The Competent Authority under the Concession Agreement
has approved/granted extension of time for Completion/full COD of the Project till June 08, 2023. The repayment of loans is linked to
Completion / COD. The Lenders had given undertaking not to recover till Completion. Differences and disputes have arisen between the
consortium of banks and SBTRCPL about the excess recovery on the basis of completion / undertaking and as per Escrow Agreement dated
April 10, 2013 and the company has invoked arbitration in terms of the dispute resolution mechanism under the Escrow Agreement dated
April 10, 2013. The original sanction rate of interest was 12.50% p.a. with reset clause on completion / COD. Pending dispute resolution,
provision for interest has been made for finance cost @ 9.60% p.a. w.e.f. February 17, 2019 (applicable base rate as per First Supplemental
Agreement of Common Term Loan Documentation with Lenders). The completion of the original scope of work was completed on June
08, 2023. In case the dispute is decided against the company, there may be additional provision of interest of Rs.6,417.45 lakhs as on March
31,2025 (Rs.6,150.01 lakhs as on March 31,2024). In case the dispute is resolved / settlement is arrived at with the banks, the provision of
interest may be reversed, the amount of which is not ascertained as on date. Further, the classification of term loan to long term/current
maturity, provision for claims, carriage ways of intangible assets etc. may undergo change. Two of the consortium lenders of SBTRCPL have
filed application under section 7 of the IBC, 2016 which has been contested by SBTRCPL. All five of the consortium lenders of SBTRCPL
have filed petitions under Section 19(4) of the Recovery of Debt and Bankruptcy Act, 1993 against SBTRCPL, which has been contested by
SBTRCPL. As per the legal advice received by the Company the applications filed are in the contravention and derogation of the Escrow
Agreement, Substitution Agreement and Common Loan Agreement and are not maintainable. Based on estimates like future business
plan, arbitration proceedings and other factors, the management is confident that the realisable amount is higher than the carrying value
of the investment and, therefore, the investment in the above subsidiary is good and recoverable.

e. Note 6.6 regarding Non-Current Investment by the Company as at March 31, 2025 amounting to Rs.5110.00 lakhs (March 31, 2024;
Rs.5110.00 lakhs) in its wholly owned subsidiary company MBL Highway Development Company Limited (MHDCL). The net worth of
subsidiary does not represent true market value of the underlying investment/assets. There was a participation in concession agreement
dated September 09, 2011 by way of project centric ECB facility as per prudential norms of financing infrastructure projects in India as
per RBI guidelines and other applicable Indian laws in DBFOT project of MHDCL. Repayments and interest were to be made from escrow
account out of deposit of user fee (toll) on achievement of Commercial Operation Date (COD). However, the concession agreement was
terminated by Authority on November 18, 2016. Legal proceedings are pending at various forums for adjudication of disputes including
dispute resolution proceedings in India and summary judgement and certificate of enforcement from a foreign country and its execution
petition in India by such participant. MHDCL has received legal advice that the same is not enforceable. MHDCL has counter claims
against the participant exceeding the amount of the claims. However, provision has been made for claims including foreign exchange
fluctuation as per 'conservative principles of accounting' but the same is not acknowledged as debt payable by MHDCL. MHDCL
has invoked arbitration against the Authority and Lenders Representative / Escrow Agent on account of material defaults/breach on
their part in fulfilling their obligations as per provisions of Substitution Agreement & Escrow Agreement and filed claims before Arbitral
Tribunal constituted by Indian Council of Arbitration under the Substitution Agreement. Based on estimates like future business plan,

arbitration proceedings and other factors, the management is confident that the realisable amount is higher than the carrying value of
the investment and, therefore, the investment in the above subsidiary is good and recoverable.

f. Note 19.2 regarding the issue of share capital. During the period under review, the Company pursuant to approved Resolution Plan under
IBC, 2016 had issued and allotted 1,50,00,000 equity shares of Rs. 10 each to entity forming part of Promoter Group. The Company had
made Preferential Allotment of 27,74,632 equity shares at Rs.61.10 per share (including share premium of Rs.51.10 per share) to unsecured
creditors. The equity share capital of the Company stands enhanced from Rs.10,475.46 lakhs as at March 31,2024 to Rs.12,252.92 lakhs as
at March 31,2025.

g. Note 28.3 regarding the legal advice received by the Company, the dissenting financial creditors are to be paid liquidation value in priority
in proportion in 39 unequated quarterly installments over the period of 10 years in terms of the approved Resolution Plan. Hon'ble NCLT,
Kolkata Bench vide its order dated December 20, 2024 has held that dissenting financial creditors are to get payment in full before any
payment is made to the assenting financial creditors, which has been upheld by Hon'ble NCLAT by order dated March 18, 2025. The
Company has preferred a Civil Appeal before Hon'ble Supreme Court, which is pending adjudication.

h. Note 38 regarding the exceptional items for Rs.4,025.59 lakhs resulted from implementation of the Package/ Resolution Plan by the Banks/
Financial Creditors and are capital in nature and no income/profit has accrued nor any cash flow realised to the Company. The amount
has been routed through Profit & Loss account as per requirement of Ind AS and being capital in nature has been transferred to Capital
Reserve. Moreover, no real income/ profit has accrued to the Company and in view of the above the same is not taxable under provisions
of Income Tax Act and Rules.

i. Note 43.2 regarding the Resolution Plan approved under IBC is binding on all creditors including the Central Government, State
Government, any Local Authority under section 31(1) of IBC, 2016. Claims not filed/ not admitted/ claims which do not form part of the
approved Resolution Plan stand extinguished. The payments of claims are subject to reconciliation and rights and remedies available to
the Company and are not acknowledged as debt.

j. Note 43.3 regarding the legal advice received, in case of claim not filed by creditor against Corporate Guarantee(s) provided by the
Company in respect of subsidiary company(ies), the same stand extinguished. Without prejudice to the above, as per the Resolution
Plan dated November 22, 2017 of the Company approved under IBC, 2016 read with Orders dated April 18, 2018, March 11, 2022 and
September 13, 2023 by Hon'ble NCLT, Kolkata, Order dated August 16, 2019 and May 23, 2023 passed by Hon'ble NCLAT and Order dated
January 18, 2022, August 04, 2023 and September 25, 2023 passed by Hon'ble Supreme Court, the treatment of Corporate Guarantees is
"Any amount arising out of invocation of existing Corporate Guarantees/Contingent Liabilities other than the current sub-judice matters
will be paid after the payment of all the dues of Financial Creditors as per resolution plan, without any interest and penalties subject to
the rights and remedies available to the Company" and "All amounts will be paid after proper reconciliation and without prejudice to the
legal remedies available to the Company" However, Punjab National Bank (International) Ltd has filed application u/s 7 of IBC, 2016 for the
Corporate Guarantee for the 'project centric' finance in respect of MBL (MP) Toll Road Company Ltd. As per the legal advice received, such
application has been filed in the contravention and derogation of the approved Resolution Plan under IBC, 2016 and is not maintainable.

k. Note 47.1 regarding recognition of deferred tax assets. Persuant to the provisions of Ind AS 12 "Income Taxes" the Company has
conservatively recognized deferred tax assets (net) as at March 31, 2025 amounting to Rs.15,144.78 lakhs (March 31, 2024 Rs.15,144.78
lakhs) corresponding to unused brought forward income tax losses for which it has convincing evidences viz. opportunities available in
area of its core competence, bidding/pre-qualification limit, conducive government policies and market conditions, recovery of pending
claims, TEV study and approved Resolution Plan etc., based on which it is inferred that sufficient taxable profit will be available against
which unused tax losses can be utilised by the Company.

l. Note 53 regarding the claims in respect of cost over-runs arising due to client responsibility delays, client's suspension of projects, deviation
in design, change in scope of work etc., which are at various stages of negotiation/ discussion with the clients/ arbitration /litigation. The
realisability of these claims are estimated by the Company based on contractual terms, historical experience with similar claims as well as
legal opinion obtained from internal and external experts, wherever necessary. Revenue in respect of claim is recognised to the extent the
Company is reasonably certain of their realisation. Realisation of above claims may be lower than the claims recognized if the Company
decides to settle the same out of court in future considering the substantial time involved in litigation. Impact thereof will be considered
in the year of such settlement.

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 31,2025 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

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 Management Discussion and Analysis, Board's Report
including Annexures to Board's Report, Business Responsibility and
Sustainability 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 31,2025 and taken on record by
the Board of Directors, none of the directors is disqualified
as on March 31,2025 from being appointed as a director
in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial
controls 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 31,2025 on its financial position
in its standalone financial statements - Refer Note 43
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 in
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, 2025, which has a feature of
recording audit trail (edit log) facility and the same

has operated throughout the year for all relevant
transactions recorded in the software. Further, during
the course of our audit we did not come across any
instance of the audit trail feature being tampered
with.

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

Kamal Aggarwal

Partner

Place: New Delhi Membership No.: 090129

Date: 30^th May, 2025 UDIN: 25090129BMJMFD2570