1. We have audited the accompanying Standalone Financial
Statements of Subros 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
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, 2025, 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,
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.

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, 2025, 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 maintenance of accounts and other
matters connected therewith, reference is made to our
remarks in paragraph 15(b) above on reporting under
Section 143(3)(b) and paragraph 15(h)(vi) below on
reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended).

(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, 2025 under the applicable law or
Indian Accounting Standards, as it does not have any
material foreseeable losses on long-term contract.
The Company did not have any long-term derivative
contracts as at March 31, 2025.

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
Note33(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 final dividend paid by the Company during the
year in respect of the same declared for the previous
year 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
have proposed final dividend for the year which is
subject to the approval of the members at the ensuing
Annual General Meeting. The dividend declared is in
accordance with section 123 of the Act to the extent it
applies to declaration of dividend.

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 log at the application level is not maintained
in case of modification by certain users with specific
access for certain data recorded in the software up
to February 17, 2025 which was enabled with effect
from February 18, 2025, and 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 Number: 506483
UDIN: 25506483BMLGBB4096

Place: Gurugram

Date: May 22, 2025