1. We have audited the accompanying Standalone Financial
Statements of Subros 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
material accounting policy information and other
explanatory information.

2. 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 accounting principles generally accepted
in India, of the state of affairs of the Company as at March
31, 2026, and total comprehensive income (comprising of
profit and other comprehensive income), changes in equity
and its cash flows for the year then ended.

Basis for Opinion

3. We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under Section 143(10) of the
Act. Our responsibilities under those Standards 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 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 thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide
a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional
judgement, 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.

Other Information

5. The Company’s Board of Directors is responsible for the
other information. The other information comprises the
information included in the Management Discussion
and Analysis, Directors’ Report including Annexures to
Directors’ Report, Report on Corporate Governance and
Business Responsibility & Sustainability Reporting, 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 in the
audit or otherwise appears to be materially misstated. If,
based on the work we have performed, we conclude that
there is a material misstatement of this other information,
we are required to report that fact. We have nothing to
report in this regard.

Responsibilities of Management and Those Charged with

Governance for the Standalone Financial Statements

6. 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, changes in equity and cash flows
of the Company in accordance with the accounting
principles generally accepted in India, including the
Indian Accounting Standards 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 Statements that give a true and fair view and are
free from material misstatement, whether due to fraud or
error.

7. In preparing the Standalone Financial Statements, Board
of Directors 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 Board of
Directors either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do
so.

8. Those Board of Directors are also responsible for overseeing
the Company’s financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone

Financial Statements

9. 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 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.

10. As part of an audit in accordance with SAs, we exercise
professional judgement and maintain professional
scepticism 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(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls with reference
to Standalone 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 made by 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.

11. 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.

12. 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.

13. 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 auditor’s
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated
in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

14. As required by the Companies (Auditor’s Report) Order,
2020 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of Section 143 of
the Act, we give in the Annexure B, a statement on the
matters specified in paragraphs 3 and 4 of the Order, to
the extent applicable.

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

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

(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books, except
for the matters stated in paragraph 15(h)(vi) below on
reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014 (as amended).

(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 specified under Section 133 of the Act.

(e) On the basis of the written representations received
from the directors as on March 31, 2026, 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 maintenance of accounts and
other matters connected therewith, reference is
made to our remarks in paragraph 15(b) above and
paragraph 15(h)(vi) below.

(g) With respect to the adequacy of the internal financial
controls with reference to Standalone Financial
Statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in “Annexure A”.

(h) 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 on its financial position in its
Standalone Financial Statements - Refer Note 26
to the Standalone Financial Statements.

ii. The Company was not required to recognise
a provision as at March 31, 2026 under the
applicable law or Indian Accounting Standards,
as it does not have any material foreseeable
losses on long-term contracts. The Company did
not have any long-term derivative contracts as at
March 31, 2026.

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor
Education and Protection Fund by the Company
during the year.

iv. (a) The management has represented that, to the

best of its knowledge and belief, as disclosed
in Note 33(vii) to the Standalone Financial
Statements, no funds have been advanced
or loaned or invested (either from borrowed
funds or share premium or any other sources
or kind of funds) by the Company to or in
any other 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 that,
to the best of its knowledge and belief,
as disclosed in the Note 33(vii) to the
Standalone Financial Statements, no funds
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 such audit procedures that we
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 (a) and (b)
contain any material misstatement.

v. The dividend paid by the Company during the
year in respect of the prior year ended March

31, 2025 is in accordance with Section 123
of the Act to the extent it applies to payment of
dividend.

As stated in Note 10(b) to the Standalone
Financial Statements, the Board of Directors of
the Company has proposed final dividend for
the year, which is subject to the approval of the
members at the ensuing Annual General Meeting,
and is in accordance with Section 123 of the Act,
to the extent applicable.

vi. Based on our examination, which included test
checks, the Company has used accounting
software for maintaining its books of account
which has a feature of recording audit trail (edit
log) facility and that has operated throughout
the year for all relevant transactions recorded
in the software, except that the audit trail has
not been enabled at the database level to log
any direct data changes throughout the year.
During the course of performing our procedures,
other than the aforesaid instances where the
question of our commenting on the audit trail
feature being tampered with does not arise, we

did not notice any instance of audit trail feature
being tampered with. Further, the audit trail, to
the extent maintained in the prior year, has been
preserved by the Company as per the statutory
requirements for record retention.

16. The Company has paid/ provided for managerial
remuneration in accordance with the requisite approvals
mandated by the provisions of Section 197 read with
Schedule V to the Act.

For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016

Sahil Arora

Partner

Membership No.: 506483
UDIN:26506483ERKQCB7735

Place: New Delhi
Date: May 18, 2026