Auditor Report of MBL Infrastructure Ltd.

Mar 31, 2025

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

Measurement of Construction Revenue - Refer Note 3(n)
The Key Audit Matters	How the matter was addressed in audit
Revenue from construction contracts represents significant portion of the total revenue from the operations of the Company. Revenue from these contracts is recognized on satisfaction of performance obligation over time in accordance with the requirements of relevant Indian accounting standards. The Company has contracts whose revenue recognition can be dependent on a high level of judgement over the percentage of completion. It is based on their best estimate of the costs to complete, claims and ability to deliver the contract within the contractual time limit. The Company''s current year revenue from construction contracts and amount of expenses incurred, arise from transaction with related parties as well. These related parties are principally subsidiaries of the Company. The Company uses an input method based on costs incurred to measure progress of the projects. Under this approach, the Company recognises revenue based on the costs incurred to date relative to the estimated total costs to complete the performance obligation. Profit is not recognised until the outcome of the contract is fairly certain. Revenues, total estimated contract costs and profit recognition may deviate significantly from original estimates based on new knowledge about cost overruns and changes in project scope over the term of a construction contract.	Our audit procedures included: • Obtaining an understanding and consideration of the appropriateness of the policies in respect of revenue recognition against the criteria in the Indian accounting standards. • Evaluated the design and implementation and tested operating effectiveness of key controls (including IT controls) around the contract price, estimation of costs to complete management''s testing of these attributes. • Understanding and documenting the contract and other related contractual provisions including contractually agreed deliverables, termination rights, penalties for delay, etc to understand the nature and scope of the arrangements with the customer. • Assessing key judgements inherent in the estimation of significant construction contract projects. It includes comparing the stage-of- completion and costs of completion on significant projects. • We assessed the estimated costs to complete, variations in contract price and contract costs and underlying invoices, signed contracts/statements of work completed for all ongoing projects. • We understood and documented the Company''s process for identifying related parties and recording related party transactions. We have also assessed the Company''s key controls in relation to the assessment and approval of related party transactions and examined the Company''s disclosures in respect of the transactions. • We tested on test check basis, the approvals of the Audit Committee and Board of Directors for related party transactions. • We tested samples of manual journals posted to revenue to identify unusual items. • We checked adequacy of the disclosures made in Note 46 to the Company''s standalone financial statements are compliant with Ind AS -115..
Assessment of recoverability of investments in subsidiaries - Refer Note 4 (c)
The Key Audit Matters	How the matter was addressed in audit
The Company has significant investments in subsidiaries which carry out road and other infrastructure projects. The carrying amount of the investments in subsidiaries held at cost less impairment as at March 31, 2025 is Rs.31,299.48 lakhs.	Our audit procedures included: • We have evaluated the design and implementation and tested the operating effectiveness of key controls placed around the impairment assessment process of the recoverability of the investments made including the estimation of future cash flows forecasts, the process by which they were produced and discount rates used. • We have assessed the Company''s identification of CGU with reference to the guidance in the applicable Indian accounting standards..

The Company has investments in subsidiaries which are considered to be associated with significant risk in respect of valuation of such investments. Changes in business environment could also have a significant impact on the valuation of these investments. These investments are carried at cost less any diminution in value of such investments. The investments are examined for impairment at each reporting date..	• Assessed the net worth of subsidiaries on the basis of latest available financial statements. • We focused on the sensitivity in the difference between the estimated value and book values of the projects, where change in assumptions could cause the carrying amount to exceed its estimated present value. We also assessed the historical accuracy of the Company''s estimatesestimates
These investments are unquoted and hence it is difficult to measure the realisable amount of these investments. The Company performs an annual assessment of its investments in subsidiaries, to identify any indicators of impairment. The recoverable amount of the CGUs which is based on the higher of the value in use or fair value less costs to sell, has been derived from discounted forecast cash flow models.	- Comparing the carrying amount of investments with the relevant subsidiaries balance sheet to identify their net assets, being an approximation of their minimum recoverable amount. Instances where the net assets are in excess of their carrying amount and assessed that those subsidiaries have historically been profit-making. - For the investments where the carrying amount exceeded the net asset value, compare the carrying amount of the investment with the expected value of the business calculated based on discounted cash flows.
These models use several key assumptions, concerning estimates of future revenue growth and recoveries from claims filed, concession period, operations costs, the discount rate and assessments of the status of the project and cost of complete balance work..	• We focused on key assumptions which were most sensitive to the recoverable value of the intangible asset. We also assessed the historical accuracy of the Company''s estimates. We reviewed and assessed the work performed by management''s external valuation experts, including the valuation methodology and the key assumptions used. We also assessed the competence, capabilities and objectivity of the experts used by the management in the process of evaluating impairment model..
Disputed Tax Matters - Refer Note 3(l)
The Key Audit Matters	How the matter was addressed in audit
Tax litigation exposures have been identified as a key audit matter due to: • Significance of these amounts. • Significant judgment and assumptions required by management in assessing the exposure of each case to evaluate whether there is a need to set up a provision and measurement of exposures as well as the disclosure of contingent liabilities. Additionally, the treatment of tax litigation requires significant judgement due to the complexity of the cases and, timescales for resolution.	Our audit procedures include the following: • Obtained understanding and assessed the internal control environment relating to the identification, recognition and measurement of provisions for disputed tax matters. • Obtained the summary of disputed tax matters from management and assessed management''s position through discussions on both the probability of success in significant cases, and the magnitude of any potential loss. • Read evidence to corroborate management''s assessment of the risk profile in respect of tax disputed matters. • We involved tax specialists to assist us in evaluating tax positions taken by management. We assessed the disclosures relating to the disputed tax matters as mentioned in Note 43 of the Standalone Ind AS financial statements..

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

---

Mar 31, 2024

We have audited the accompanying Standalone Financial Statements of MBL Infrastructure Limited ("the Company"), which comprise the standalone balance sheet as at March 31,2024, 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, 2024, 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 was approved under IBC, 2016 and Orders dated April 18, 2018, March 11, 2022 and September 13, 2023 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 and the Resolution Plan has attained finality. The period from April 18, 2018 till August 04, 2023 is formally excluded from the calculation period of implementation of Resolution Plan and all dates mentioned in the Resolution Plan are consequentially extended for implementation of Resolution Plan The ageing of the borrowing has been taken as per Hon''ble NCLT/NCLAT orders and may undergo changes after implementation of Resolution Plan by banks.

b. Note 6.3 regarding Non-Current Investments by the Company as at March 31,2024 (i) Non-Current Investment amounting to Rs.1,000.00 lakhs (March 31, 2023; Rs.1,000.00 lakhs) in MBL (MP) Road Nirman Company Limited and (ii) Non-Current Investment amounting to Rs.1,200.00 lakhs (March 31,2023; Rs.1,200.00 lakhs) in AAP Infrastructure Limited. All the above entities are wholly owned by the Company along with its wholly owned subsidiary Company, MBL Projects Ltd, and have incurred losses due to cancellation/termination of the projects. The net worth of the above entities as at March 31, 2024 have been fully eroded. The net worth of these subsidiaries does not represent true market value of the underlying investment/assets. Claims have been filed against the cancellation/termination of the projects. These claims are based on the terms and conditions implicit in the contract in respect of the cancelled/terminated projects. Considering the contractual tenability; legal advice received and progress of arbitration/ litigation, the management is confident that the realisable amount is higher than the carrying value of the investments and, therefore, has considered the investment in the above subsidiaries as good and recoverable.

c. Note 6.4 regarding Non-Current Investment by the Company as at March 31, 2024 amounting to Rs.1,500.00 lakhs (March 31, 2023; Rs.1,500.00 lakhs) in its wholly owned subsidiary company MBL (MP) Toll Road Company Ltd ("MTRCL"). The net worth of subsidiary as at March 31,2024 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 and other applicable Indian laws in Toll Annuity project of MTRCL. Repayments and interest were to be made from escrow account out of deposit of semi annual annuity and user fee (toll) on achievement of Completion / Commercial Operation Date (COD). Arbitration proceedings have been initiated by MTRCL under Arbitration and 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 and MTRCL has raised claims of Rs. 35,429.00 Lakhs. Lenders Representative has preferred proceedings under IBC, 2016 which has been contested by MTRCL as non-maintainable, inter-alia, on account of pending arbitration for adjudication of disputes. Based on estimates like future business plan, arbitration proceedings and other factors, the management is confident that the realizable amount is higher than the carrying value of the investment and, therefore, the investment in the above subsidiary is good and recoverable.

d. Note 6.5 regarding Non-Current Investment by the Company as at March 31, 2024 amounting to Rs.2,984.25 lakhs (March 31, 2023; 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.

e. Note 6.6 regarding Non-Current Investment by the Company as at March 31, 2024 amounting to Rs.18,505.23 lakhs (March 31, 2023; Rs.18,505.23 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 of the wholly owned subsidiary Company, Suratgarh Bikaner Toll Road Company Private Ltd. (SBTRCPL) and SBTRCPL has applied to the Authority for extension of time in terms of the Concession Agreement. The repayment of loans is linked to Completion / COD. The Lenders had given undertaking not to recover till Completion. Differences and Disputes have arisen and SBTRCPL has invoked Arbitration in terms of the Dispute Resolution Mechanism under the Escrow Agreement dated April 10, 2013 on account of material defaults / breaches on their part in fulfilling their obligation as per provisions of the Concession Agreement, Substitution Agreement and Escrow Agreement and filed claims of Rs.1,04,552.00 lakhs. SBTRCPL started its tolling operations on February 17, 2019 for 156.635 km which increased to 166.415 km from April 01,2021 and further to 170.26 km from October 01,2023. The sanction rate of interest was 12.50% p.a. with reset clause on Completion / COD. Pending dispute resolution, provision for finance cost has been made @ 7.60% p.a. w.e.f. April 01,2020 (rate as per the proposed Resolution Plan as on that date). In case the dispute is decided against SBTRCPL, there may be additional provision of interest of Rs.7,846.00 lakhs as on March 31, 2024 (Rs.6,269.00 lakhs as on March 31,2023). In case the Dispute is resolved / settlement is arrived at with the Project Lenders, the provision of interest may be reversed, the amount of which is not ascertained as on date. Further, the classification of the 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. In the opinion of the management the said applications are filed in the contravention and derogation of the Escrow Agreement, Substitution Agreement and Common Loan Agreement and are not maintainable. Two of the Consortium Lenders of SBTRCPL have filed petitions under section 19(4) of the Recovery of Debt and Bankruptcy Act, 1993 against SBTRCPL and the Company, which have been contested by SBTRCPL and the Company. In the opinion of the management the said applications are filed in the contravention and derogation of the Escrow Agreement, Substitution Agreement, Common Loan Agreement and the Approved Resolution Plan of the Company and are not maintainable. Based on estimates like future business plan, arbitration proceedings and other factors, the management is confident that the realizable amount is higher than the carrying value of the investment and, therefore, the investment in the above subsidiary is good and recoverable.

f. Note 6.7 regarding (i) Non-Current Investment by the Company as at March 31, 2024 amounting to Rs.5,110.00 lakhs (March 31, 2023; Rs.5,110.00 lakhs) in its wholly owned subsidiary company MBL Highway Development Company Limited (MHDCL). The net worth of subsidiary as at March 31,2024 have been fully eroded. The net worth of subsidiary does not represent true market value of the underlying investment/assets. (ii) 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 the 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. (iii) MHDCL has counter claims against the participant exceeding the amount of the claims. The Hon''ble High Court of Madhya Pradesh at Jabalpur has passed order and judgement dated November 23, 2022 for arbitration under Arbitration and Conciliation Act, 1996. The Special Leave Petition filed by the Authority against the said order has been dismissed by Hon''ble Supreme Court. (iv) 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. (v) 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 and filed claims of Rs. 53,795.00 lakhs (excluding interest) before Arbitral Tribunal constituted by Indian Council of Arbitration under the Substitution Agreement. (vi) Considering the contractual tenability; legal advice received and progress of arbitration/ litigation, the management is confident that the realisable amount is higher than the carrying value of the investments and, therefore, has considered the investment in the above subsidiary as good and recoverable.

g. Note 35.1 regarding the Resolution Plan dated November 22, 2017 submitted by Mr. A K Lakhotia with 78.50% CoC majority was approved under IBC, 2016 and Orders dated April 18, 2018, March 11, 2022 and September 13, 2023 by Hon''ble National Company Law Tribunal ("NCLT"), Kolkata, Orders dated August 16, 2019 and May 23, 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 and the Resolution Plan has attained finality. As part of the approved Resolution Plan, there is waiver of interest/penal interest/interest on interest/other penal charges on the delayed payments from the date of NPA till the implementation of the Resolution Plan. Accordingly, no provision for interest amounting to Rs.1,513.00 lakhs has been made for the period ended March 31,2024. The period from April 18, 2018 till August 04, 2023 is formally excluded from the calculation period of implementation of Resolution Plan and all dates mentioned in the Resolution Plan are consequentially extended for implementation of Resolution Plan. The ageing of the borrowing has been taken as per Hon''ble NCLT/ NCLAT order and may undergo changes after implementation of the plan.

h. Note 42.2 regarding judgments of the Hon''ble Supreme Court, the Resolution Plan approved under IBC is binding on all creditors including Central Government, State Government, any Local Authority under section 31(1) of IBC, 2016 and any amount not claimed by the operational creditors stand extinguished. These claims are subject to reconciliation and rights and remedies available with the Company and are not acknowledged as debt.

i. Note 46.1 regarding recognition of deferred tax assets (net) as at March 31, 2024 amounting to Rs 15,144.78 lakhs (March 31, 2023 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, tsidding/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.

j. Note 52 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 claims is recognised to the extent the Company is reasonably certain of their realisation. Realisation of the 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 of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole,

and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described

below to be the key audit matters to be communicated in our report.

Description of Key Audit Matters

Measurement of Construction Revenue - Refer Note 3(n)
The Key Audit Matters	How the matter was addressed in audit
Revenue from construction contracts represents significant portion of the total revenue from the operations of the Company. Revenue from these contracts is recognized on satisfaction of performance obligation over time in accordance with the requirements of relevant Indian accounting standards. The Company has contracts whose revenue recognition can be dependent on a high level of judgement over the percentage of completion. It is based on their best estimate of the costs to complete, claims and ability to deliver the contract within the contractual time limit. The Company''s current year revenue from construction contracts and amount of expenses incurred, arise from transaction with related parties as well. These related parties are principally subsidiaries and JV (Enterprise-Participation) of the Company. The Company uses an input method based on costs incurred to measure progress of the projects. Under this approach, the Company recognises revenue based on the costs incurred to date relative to the estimated total costs to complete the performance obligation. Profit is not recognised until the outcome of the contract is fairly certain. Revenues, total estimated contract costs and profit recognition may deviate significantly from original estimates based on new knowledge about cost overruns and changes in project scope over the term of a construction contract.	Our audit procedures included: • Obtaining an understanding and consideration of the appropriateness of the policies in respect of revenue recognition against the criteria in the Indian accounting standards. • Evaluated the design and implementation and tested operating effectiveness of key controls (including IT controls) around the contract price, estimation of costs to complete management''s testing of these attributes. • Understanding and documenting the contract and other related contractual provisions including contractually agreed deliverables, termination rights, penalties for delay, etc to understand the nature and scope of the arrangements with the customer. • Assessing key judgements inherent in the estimation of significant construction contract projects. It includes comparing the stage-of-completion and costs of completion on significant projects. • We assessed the estimated costs to complete, variations in contract price and contract costs and underlying invoices, signed contracts/statements of work completed for all ongoing projects. • We understood and documented the Company''s process for identifying related parties and recording related party transactions. We have also assessed the Company''s key controls in relation to the assessment and approval of related party transactions and examined the Company''s disclosures in respect of the transactions. • We tested on test check basis, the approvals of the Audit Committee and Board of Directors for related party transactions. • We tested samples of manual journals posted to revenue to identify unusual items. • We checked adequacy of the disclosures made in note 45 to the Company''s standalone financial statements are compliant with Ind AS -115.
Assessment of recoverability of investments in subsidiaries - Refer Note 4 (c)
The Key Audit Matters	How the matter was addressed in audit
The Company has significant investments in subsidiaries which carry out road and other infrastructure projects. The carrying amount of the investments in subsidiaries held at cost less impairment as at March 31, 2024 is Rs.30,299.48 lakhs. The Company has investments in subsidiaries which are considered to be associated with significant risk in respect of valuation of such investments. Changes in business environment could also have a significant impact on the valuation of these investments. These investments are carried at cost less any diminution in value of such investments. The investments are examined for impairment at each reporting date.	Our audit procedures included: • We have evaluated the design and implementation and tested the operating effectiveness of key controls placed around the impairment assessment process of the recoverability of the investments made including the estimation of future cash flows forecasts, the process by which they were produced and discount rates used. • We have assessed the Company''s identification of CGU with reference to the guidance in the applicable Indian accounting standards. • Assessed the net worth of subsidiaries on the basis of latest available financial statements. • We focused on the sensitivity in the difference between the estimated value and book values of the projects, where change in assumptions could cause the carrying amount to exceed its estimated present value. We also assessed the historical accuracy of the Company''s estimates

These investments are unquoted and hence it is difficult to measure the realisable amount of these investments. The Company performs an annual assessment of its investments in subsidiaries, to identify any indicators of impairment. The recoverable amount of the CGUs which is based on the higher of the value in use or fair value less costs to sell, has been derived from discounted forecast cash flow models. These models use several key assumptions, concerning estimates of future revenue growth and recoveries from claims filed, concession period, operations costs, the discount rate and assessments of the status of the project and cost of complete balance work.	- Comparing the carrying amount of investments with the relevant subsidiaries balance sheet to identify their net assets, being an approximation of their minimum recoverable amount. Instances where the net assets are in excess of their carrying amount and assessed that those subsidiaries have historically been profit-making. - For the investments where the carrying amount exceeded the net asset value, compare the carrying amount of the investment with the expected value of the business calculated based on discounted cash flows. • We focused on key assumptions which were most sensitive to the recoverable value of the intangible asset. We also assessed the historical accuracy of the Company''s estimates. We reviewed and assessed the work performed by management''s external valuation experts, including the valuation methodology and the key assumptions used. We also assessed the competence, capabilities and objectivity of the experts used by the management in the process of evaluating impairment model.
Disputed Tax Matters - Refer Note 3(l)
The Key Audit Matters	How the matter was addressed in audit
Tax litigation exposures have been identified as a key audit matter due to: • Significance of these amounts. • Significant judgment and assumptions required by management in assessing the exposure of each case to evaluate whether there is a need to set up a provision and measurement of exposures as well as the disclosure of contingent liabilities. Additionally, the treatment of tax litigation requires significant judgement due to the complexity of the cases and, timescales for resolution.	Our audit procedures include the following: • Obtained understanding and assessed the internal control environment relating to the identification, recognition and measurement of provisions for disputed tax matters. • Obtained the summary of disputed tax matters from management and assessed management''s position through discussions on both the probability of success in significant cases, and the magnitude of any potential loss. • Read evidence to corroborate management''s assessment of the risk profile in respect of tax disputed matters. • We involved tax specialists to assist us in evaluating tax positions taken by management. We assessed the disclosures relating to the disputed tax matters as mentioned in note 42 of the Standalone Ind AS financial statements.

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 (Ind 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(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 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.

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 31,2024 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2024 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 the requirements of section 197(16) ofthe Act, as amended, we report that in 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 of the Act; and

(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 as at March 31,2024 on its financial position in its standalone financial statements - Refer Note 42 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 persons or entities, 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 entities, 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 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 (2) (h) (iv) (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, 2024, 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.

FINANCIAL SIAIEMENIS

As per the Rule 3(l) of the Companies (Accounts), Rules, 2014 is applicable from April 01,2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

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, 2024 UDIN: 24090129BKENFW8892

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Mar 31, 2018

INDEPENDENT AUDITOR''S REPORT

To The Members of

MBL INFRASTRUCTURES LTD REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying Standalone Financial Statements of MBL INFRASTRUCTURES LTD (''the Company''), which comprise the Balance Sheet as at March 31, 2018, and the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "Standalone Financial Statements").

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

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.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order issued under section 143(11) of the Act.

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Standalone Financial Statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the Standalone Financial Statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the Standalone Financial Statements.

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.

OPINION

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 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, 2018, and its profit, other comprehensive income, the changes in equity and its cash flows for the year ended on that date.

EMPHASIS OF MAHERS

We draw attention to the following matters in the notes to the accompanying Standalone Ind AS Audited Financial Statement for the year ended March 31, 2018:

a. The Company was under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016. Hon''ble Kolkata bench of National Company Law Tribunal (NCLT) approved the resolution plan vide order dated April 18, 2018. The powers of the board of directors were suspended during the financial year 2017-18 and were reinstated back on April 19, 2018.

b. In forming our opinion on the Financial Statements, the Financial Statements are prepared on going concern basis, considering the NCLT order dated April 18, 2018 approving resolution plan.

c. In terms of Ind AS 10 "Events after the Reporting Period" the impact of the Resolution Plan being "Adjusting event" has been given effect in preparation of Financial Statements as on March 31, 2018. The impact arising due to applicability of resolution plan of Rs. 40,213 Lakhs which has been shown as exceptional items in statement of profit Et loss and the same has been treated as capital reserve on the basis of legal opinion obtained by the Company, refer Note 39.

effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

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 provided to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There is no outstanding amount required to be transferred to the Investor Education and Protection Fund by the Company during the year.

2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

d. Company has reclassified an amount of Rs. 1,500 lakhs from loans and advances to investments. As a result of reclassification the resultant net impact on the Statement of Profit Et Loss for the period ended March 31, 2018 is Rs. 108 lakhs, refer Note 54.

OTHER MAHERS

The comparative financial information for the year ended March 31, 2017 prepared in accordance with Ind AS included in these Standalone Financial Statements have been audited by the predecessor auditor on which they had expressed an unmodified opinion vide report dated May 29, 2017. Our opinion is not modified in respect of this matter.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. 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.

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 Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow 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 prescribed under section 133 of the Act.

e. on the basis of the written representations received from the directors of the Company as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 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 over financial reporting of the Company and the operating

(Referred to in paragraph 1(f) under ''Report on Other Legal and Regulatory Requirements'' section of our report to the Members of MBL INFRASTRUCTURES LTD of even date)

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

We have audited the internal financial controls over financial reporting of MBL INFRASTRUCTURES LTD (''the Company'') as of March 31, 2018 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Board of Directors/Resolution Professional of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of internal financial controls over financial reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of internal financial controls over financial reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management, resolution professional and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the Financial Statements.

LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may be come inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, to the best of our information and according to the explanations provided to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on

Audit of internal financial controls over financial reporting issued by the Institute of Chartered Accountants of India.

1. In respect of the Company''s fixed assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. The Company has a program of verification to cover all the items of fixed assets in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the management during the year. According to the information and explanations provided to us, no material discrepancies were noticed on such verification.

c. According to the information and explanations provided to us, the records examined by us and based on the examination of the conveyance deeds provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date.

2. According to the information and explanations provided to us, the inventory has been physically verified at reasonable intervals during the year by the management. In our opinion and according to the information and explanations provided to us, the interval of such physical verification is reasonable having regard to size of the Company and nature of its business and according to the information and explanations provided to us, no material discrepancies were noticed on such verification.

3. The Company has granted loans to parties covered in the register maintained under section 189 of the Companies Act, 2013.

a. In our opinion and according to the information and explanations provided to us, the terms Et conditions of the grant of such loan is not, prima facie, prejudicial to the Company''s interest;

b. The schedule of repayment of the principal and the payment of the interest has not been stipulated and hence we are unable to comment as to whether repayment/receipts of the principal amount and interest are regular;

c. In the absence of the stipulated schedule of repayment of principal and payment of interest, we are unable to comment as to whether there is any amount which is overdue for more than 90 days and whether reasonable steps have been taken by the Company for recovery of the principal amount and interest.

4. In our opinion and according to the information and explanations provided to us, provisions of section 185 and 186 of the Companies Act 2013 and in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.

5. The Company has not accepted any deposits within the meaning of section 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of Clause 3(v) of the Order are not applicable to the Company.

6. We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub section (1) of Section 148 of the Companies Act in respect of Company products/services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the cost records with a view to determine whether they are accurate or complete. The cost records of the Company have been audited by M/s Dipak Lai Et Associates Cost Accountants. The Management has furnished to us the cost audit report for the financial year 2016-17; the cost auditor has expressed an unmodified opinion in the report. The audit of cost records for the financial year 2017-18 is under progress. We have relied on the opinion expressed by the cost auditor in his report.

7. According to the information and explanations provided to us and, in respect of statutory dues:

a. Undisputed statutory dues including provident fund, employee state insurance, income tax, sales tax, duty of custom, duty of excise, value added tax, goods and service tax (GST), cess and other material statutory dues as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Statement of arrears of statutory dues outstanding for more than six months:- Rs, In Lakhs

S.No.	Particulars	Amount
1	Provident Fund	234.87
2	Employee State Insurance	30.72
3	Goods and Service Tax	23.88
4	Service Tax	204.18
5	Tax Deducted at Sources	428.80
6	Dividend Distribution tax	253.17

b. Details of dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess which have not been deposited as on March 31, 2018 on account of disputes are given below:

(Rs, in Lakhs)

Name of the statute	Nature of Dues	Amount	Period	Forum where dispute is pending
Income Tax Act	Income Tax	1.83	A.Y. 2004-05	High Court
Income Tax Act	Income Tax	373.68	A.Y. 2005-06	High Court
Income Tax Act	Income Tax	15.63	A.Y. 2005-06	DCIT- Central 2(2)
Income Tax Act	Income Tax	252.65	A.Y. 2011-12	DCIT- Central 2(2)
Income Tax Act	Income Tax	1369.39	A.Y. 2012-13	CIT (Appeals) - Central 1/ Kolkata
Income Tax Act	Income Tax	459.27	A.Y. 2013-14	CIT (Appeals) - Central 1/ Kolkata
Income Tax Act	Income Tax	1596.23	A.Y. 2014-15	CIT (Appeals) - Central 1/ Kolkata
WB VAT ACT 2003	Sales Tax	40.65	A.Y. 2007-08	Commercial Tax Officer
WB VAT ACT 2003	Sales Tax	275.28	A.Y. 2008-09	Commercial Tax Officer
WB VAT ACT 2003	Sales Tax	684.05	A.Y. 2009-10	WB Taxation Tribunal
WB VAT ACT 2003	Sales Tax	251.26	A.Y. 2010-11	WB Commercial Taxes Appellate Et Revision Board
BVAT ACT 2005	Sales Tax	94.74	A.Y. 2010-11	Commercial Tax Tribunal
BVAT ACT 2005	Sales Tax	54.81	A.Y. 2010-11	Commercial Tax Tribunal
KVAT ACT	Sales Tax	30.38	A.Y. 2011-12	SR. Joint Commissioner
BVAT ACT 2005	Sales Tax	.41	A.Y. 2011-12	Commercial Tax Joint Commissioner
BVAT ACT 2005	Sales Tax	.55	A.Y. 2011-12	Commercial Tax Joint Commissioner
BVAT ACT 2005	Sales Tax	451.96	A.Y. 2011-12	Commercial Tax Tribunal
BVAT ACT 2005	Sales Tax	55.25	A.Y. 2011-12	Commercial Tax Tribunal
UP VAT ACT 2008	Sales Tax	5.99	A.Y. 2011-12	Add. Commissioner- Commercial tax
BVAT ACT 2005	Sales Tax	.55	A.Y. 2012-13	Commercial Tax Joint Commissioner
BVAT ACT 2005	Sales Tax	.50	A.Y. 2012-13	Commercial Tax Joint Commissioner

Name of the statute	Nature of Dues	Amount	Period	Forum where dispute is pending
BVAT ACT 2005	Sales Tax	482.23	A.Y. 2012-13	Commercial Tax Tribunal
BVAT ACT 2005	Sales Tax	92.22	A.Y. 2012-13	Commercial Tax Tribunal
BVAT ACT 2005	Sales Tax	.55	A.Y. 2013-14	Commercial Tax Joint Commissioner
UP VAT ACT 2008	Sales Tax	.64	A.Y. 2013-14	Commercial Tax Deputy Commissioner
RVAT ACT 2003	Sales Tax	2.17	A.Y. 2013-14	Commercial Tax Officer
UP VAT ACT 2008	Sales Tax	37.04	A.Y. 2014-15	Commercial Tax Deputy Commissioner
RVAT ACT 2003	Sales Tax	70.04	A.Y. 2014-15	Commercial Tax Officer
JVAT ACT	Sales Tax	351.25	A.Y. 2015-16	Commercial Tax Assistant Commissioner
BVAT ACT 2005	Sales Tax	147	A.Y. 2015-16	Commercial Tax Assistant Commissioner
DVAT ACT 2005	Sales Tax	.50	A.Y. 2015-16	Joint Commissioner
DVAT ACT 2005	Sales Tax	.50	A.Y. 2015-16	Joint Commissioner
UTTRANCHAL VAT ACT 2005	Sales Tax	.51	A.Y. 2015-16	Joint Commissioner
UTTRANCHAL VAT ACT 2005	Sales Tax	.61	A.Y. 2015-16	Joint Commissioner
FINANCE ACT 1994	Service Tax	103.17		CESTAT

_(Rs, in Lakhs)

8. The Company was under Corporate Insolvency Resolution Process under Insolvency and Bankruptcy code 2016, during the financial year 2017-18. The Resolution Plan of the Company was approved by Hon''ble National Company Law Tribunal (NCLT) Kolkata Bench vide its Order dated 18th April, 2018. As per information and explanations provided to us by the management and as per the resolution plan approved, the debts due to assenting financial creditors amounting to Rs. 1,11,645 lakhs have been restructured and are repayable as per plan. The debts amounting to Rs. 31,622 lakhs payable to dissenting financial creditors have been adjusted to the liquidation value.

9. In our opinion and according to the information and explanations provided by the management, the Company has utilized the monies raised by the way of term loans for the purposes for which they were raised.

10. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the Financial Statements and according to the information and explanations provided by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year.

11. According to the information and explanations provided by the management, No managerial remuneration has been paid by the Company during the year. Accordingly, the provision of Clause 3(xi) of the Order is not applicable to the Company.

12. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of Clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

13. According to the information and explanations provided to the management, transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements, as required by the applicable accounting standards.

14. According to the information and explanations provided to us and on an overall examination of the balance sheet, the Company has not made any preferential allotment or private placement of shares or fully or partly paid convertible debentures during the year under review and hence reporting requirements under Clause 3(xiv) of the Order are not applicable to the Company and, not commented upon. However pursuant to the approved resolution plan by NCLT Company has received a sum of Rs. 280 Lakhs as share application money from the promoters and promoter groups during the financial year 201718.

15. According to the information and explanations provided by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of the Companies Act, 2013.

16. According to the information and explanations provided to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

For SARC £t Associates

Chartered Accountants ICAI

Firm Registration No.006085N

Dinesh Verma

Place: New Delhi Partner

Dated: 30th June, 2018 Membership No.: 089583

---

Mar 31, 2016

To

The Members of

MBL INFRASTRUCTURES LIMITED Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of MBL INFRASTRUCTURES Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

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 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 31 March 2016 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the Annexure ''A'' statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

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

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

b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement 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 Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. On the basis of the written representations received from the directors as on 31st March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2016 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure ''B''.

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, in our opinion and to the best of our information and according to the explanations given to us;

i. The Company does not have any pending litigations which would impact its financial position;

ii. The Company did not have any material foreseeable losses on long term contracts including derivative contracts;

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

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The fixed assets have been physically verified wherever practicable on a phased manner by the management/ internal auditors and the reconciliation of the quantities with the book records has been done on continuous basis. As informed no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii. The inventory has been physically verified at reasonable intervals during the year by the Management/ Internal Auditors. No material discrepancies were noticed on physical verification of stocks by the management as compared to book records.

iii. In our opinion and according to the information and explanations given to us, the Company has not granted any loan to parties covered in the register maintained under section 189 of the Companies Act,2013. Thus, paragraph 3(iii) of the Order is not applicable.

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made. The Company has given Corporate guarantee for loan taken by its wholly owned Subsidiary "AAP Infrastructure Limited" (Sanction Amount Rs.50 Crores; Outstanding as on 31.03.2016 Rs.21.03 Crores) from Bank. Also the Company has given Corporate guarantee for loan taken by its Subsidiary "MBL (MP) Toll Road Co. Ltd." (Sanction Amount Rs.41.30 Crores; Outstanding as on 31.03.2016 Rs.43.18 Crores including provision for foreign currency fluctuation) from bank.

v. In our opinion and according to the information and explanations given to us, the Company did not receive any deposits covered under sections 73 to 76 of the Companies Act and the rules framed there under with regard to deposits accepted from the public during the year.

vi. The Central Government has prescribed maintenance of cost records under section 148 (1) of the Companies Act. We have broadly reviewed accounts and records and are of the opinion that prima facie, the prescribed accounts & records have been made & maintained but no detailed examination of such records and accounts have been carried out by us.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities except for Tax deducted at Source by them which are sometimes not regularly deposited. AIso the Company has delayed in depositing the Dividend Distribution tax pertaining to dividend declared in the AGM of financial year 2014-15 amounting to Rs.1,26,58,779/-. As explained

to us, the Company did not have any dues on account of employees'' state insurance and duty of excise. according to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

(b) according to the information and explanations given to us and the records of the Company examined by us, the dues of income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess as at 31st March, 2016 which have not been deposited on account of dispute and the forum where the disputes are pending are as under:

viii. According to the information and explanations given to us by the management, the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders.

ix. Based on information and explanations given to us and records of the Company examined by us, in our opinion, the term loans have been applied for the purpose for which they were obtained.

x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. According to the information and explanations given to us and based on our examination of the records of the Company, 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.

xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

We have audited the internal financial controls over financial reporting of M/s MBL INFRASTRUCTURES United ("the Company") as of 31st March,

2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

xiv. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. However the Company has issued 2,07,27,312 equity shares of Rs.10 each as bonus shares out of free reserve during the year under consideration in the ratio of 1:1 to the existing shareholders of the Company.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013 to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by ICAI.

For Agrawal S. Kumar & Associates

Chartered Accountants Firm''s Registration No. 322324E

Hitesh Lilha

Place: New Delhi Partner

Date: 30th May 2016 Membership No. 069536

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Mar 31, 2014

We have audited the accompanying financial statements of MBL INFRASTRUCTURES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accountng policies and other explanatory informaton.

Management''s Responsibility for the Financial Statements

The Management is responsible for the preparaton of these financial statements that give a true and fair view of the financial positon, financial performance and cash flows of the Company in accordance with the Accountng Standards referred to in sub-secton (3C) of secton 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Afairs in respect of Secton 133 of the Companies Act, 2013. This responsibility includes the design, implementaton and maintenance of internal control relevant to the preparaton and presentaton of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditng issued by the Insttute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparaton and fair presentaton of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the efectveness of the Company''s internal control. An audit also includes evaluatng the appropriateness of accountng policies used and the reasonableness of the accountng estmates made by management, as well as evaluatng the overall presentaton of the financial statements.

We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our informaton and according to the explanatons given to us, the financial statements give the informaton required by the Act in the manner so required and give a true and fair view in conformity with the accountng principles generally accepted in India: The Annexure referred to in paragraph 1 of Our Report of even date to the members of MBL Infrastructures Limited, on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the informaton and explanaton given to us during the course of our audit, we report that:

1. (a) The company has maintained proper records showing full partculars including quanttatve details and situaton of its fixed assets.

(b) As explained to us, fixed assets have been physically verifed by the management at reasonable intervals; no material discrepancies were notced on such verifcaton.

(c) In our opinion and according to the informaton and explanatons given to us, the Company has not disposed of a substantal part of its fixed asset during the year and therefore does not afect the going concern assumpton.

2. (a) As explained to us, inventories have been physically verifed during the year by the management at reasonable intervals.

(b) In our opinion and according to the informaton and explanatons given to us, the procedures of physical verifcaton of inventories followed by the management are reasonable and adequate in relaton to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examinaton of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was notced on physical verifcaton of stocks by the management as compared to book records.

3. (a) According to the informaton and explanatons given to us and on the basis of our examinaton of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other partes listed in the register maintained under Secton 301 of the Companies Act, 1956. Consequently, the provisions of clauses 3 (b), 3 (c) and 3 (d) of the order are not applicable to the Company.

(e) According to the informaton and explanatons given to us and on the basis of our examinaton of the books of account, the Company has not taken loans from companies, firms or other partes listed in the register maintained under Secton 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the informaton and explanatons given to us, there is generally an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of contnuing failure to correct any weaknesses in the internal controls has been notced.

5. a) In our opinion and according to the informaton and explanatons provided by the management, the partculars of contracts or arrangements referred to in secton 301 of the Act have been entered in the register required to be maintained under that secton.

b) In our opinion and according to the informaton and explanatons provided by the management, the transactons made in pursuance of contracts and arrangements referred to in (5)(a) above and exceeding the value of Rs. 5 lakh with any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant tme.

6. The Company has not accepted any deposits from the public covered under secton 58A and 58AA of the Companies Act, 1956.

7. In our opinion and according to the informaton and explanatons given to us, the Company has an internal audit system commensurate with its size and the nature of its business.

8. We have broadly reviewed the books of accounts maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of Cost Records under clause (d) of sub-secton 1 of Secton 209 of the Act in respect of Company''s products and services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Educaton and Protecton Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorites except for Tax Deducted at Source by them which are sometmes not regularly deposited.

According to the informaton and explanatons given to us there were no Statutory dues outstanding as on 31.03.2014 for a period of more than six months from the date they became payable.

b) According to the informaton and explanatons given to us, there are no statutory dues that have not been deposited with the appropriate authorites on account of any dispute except for the amount mentoned below:

Name of the Nature of the Amount Period Forum where Statute Dues (Rs.In Lacs) dispute is pending

Income Tax Act Income Tax 103.06 A.Y. 2005-06 CIT(Appeals)

Income Tax Act Income Tax 0.43 A.Y. 2006-07 CIT(Appeals)

Income Tax Act Income Tax 119.82 A.Y. 2008-09 CIT(Appeals)

Income Tax Act Income Tax 228.45 A.Y. 2009-10 CIT(Appeals)

Income Tax Act Income Tax 182.91 A.Y. 2010-11 CIT(Appeals)

There is also a disputed Income Tax refund amountng to Rs.24.14 Lakhs relatng to A.Y. 2007-08 standing to the credit of the Company.

10. The Company does not have any accumulated loss at the end of the financial year and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the informaton and explanatons given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial insttuton, bank or debenture holders.

12. According to the informaton and explanatons given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securites.

13. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to informaton and explanatons given to us, the Company is not dealing or trading in shares, securites, debentures, and other Investments.

15. According to the informaton and explanatons given to us, the Company has given Corporate guarantees for loan taken by its Fully owned Subsidiary "AAP Infrastructures Limited" to the tune of Rs.50 Crores from a bank or financial insttuton. Also the Company has given Corporate guarantees for loan taken by its Subsidiary "Suratgarh Bikaner Toll Road Company Private Limited" to the tune of Rs.50 Crores from a bank or financial insttuton

16. To the best of our knowledge and belief and according to the informaton and explanatons given to us, term loans were applied for the purpose for which these were obtained.

17. Based on the informaton and explanatons given to us and on an overall examinaton of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. The Company has not made any preferental allotment of shares to partes and companies covered in the register maintained under secton 301 of the Act during the year.

19. The Company did not have any outstanding debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the informaton and explanatons given to us, we report that no fraud on or by the Company has been notced or reported during the year, nor we have been informed of such case by the management.

For Agrawal S. Kumar & Associates,

Chartered Accountants,

Firm Regn No. 322324E

Hitesh Lilha

(Partner) Membership No. 069536

Place : New Delhi.

Date : 26th Day of May 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of MBL INFRASTRUCTURES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor pconsiders internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

1. As required by Section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub- section (3C) of Section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the Directors as on March 31,2013, and taken

on record by the Board of Directors, none of the Director is disqualified as on March 31,2013, from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under Section 441A of the Companies Act, 1956 nor has it issued any Rules under the said Section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

The Annexure referred to in paragraph 1 of Our Report of even date to the members of MBL Infrastructures Limited, on the accounts of the Company for the year ended 31 st March, 2013.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off a substantial part of its fixed asset during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses 3 (b), 3 (c) and 3 (d) of the Order are not applicable to the Company. (e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the Company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, there were no contracts or arrangements referred to in Section 301 of the Act entered during the financial year. (b) Since there were no transaction so this clause does not apply.

6. The Company has not accepted any deposits from the public covered under Section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. We have broadly reviewed the books of accounts maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of Cost Records under clause (d) of sub-section 1 of Section 209 of the Act in respect of Company''s products and services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.

9. (a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities except for Tax Deducted at Source by them which are sometimes not regularly deposited. According to the information and explanations given to us there were no statutory dues outstanding as on 31st March, 2013 for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us, there is a disputed Income Tax Liability amounting to Rs. 1,387.10 Lakhs including a refund of Rs. 24.14 Lakhs as on 31st March, 2013. No other amounts payable in respect of Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances

on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company does not trade in Shares, Mutual funds & other Investments. Hence, no records are required to be maintained.

15. According to the information and explanations given to us, the Company has given guarantees for loan taken by its Fully owned Subsidiary "AAP Infrastructure Limited" to the tune of Rs. 50 Crores from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the Company has raised term loans during the year. The terms and condition of the Loans are not prejudicial to the interest of the Company.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Agrawal S. Kumar & Associates

Chartered Accountants

Firm Registration No. 322324E

Hitesh Lilha

Place: New Delhi (Partner)

Dated: 13th July, 2013 Membership No. 069536

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s MBL Infrastructures Limited, as at March 31, 2012 and the related Profit and Loss Account annexed thereto and the Cash Flow Statement for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An Audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a Statement on the matters specified in Paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph (3) above, we report that:

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

b) In our opinion, proper books of accounts as required by Law, have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts as submitted to us.

d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report have been drawn up in compliance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the Directors as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view, in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

1. In respect of Fixed Assets :

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us, all the fixed assets have been physically verified by the management at reasonable intervals and in accordance with a phased programme of verification, which, in our opinion, is reasonable, considering the size and nature of the business. No material discrepancies were noticed on such verification.

(c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of Inventories :

(a) As explained to us, inventories have been physically verified by the management at the end of the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its business.

(b) The procedure of physical verification of inventories followed by the management in our opinion is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. (a) The brought forward loan given by the Company to another company, covered in the register maintained under Section 301 of the Companies Act, 1956, has been fully recovered during the year and no fresh loans have been given by the company during the year to such parties.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered under register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and sale of inventory. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

5. According to the information and explanations given to us, we are of the opinion that the particulars of the transactions, if any, made in pursuance of the contract or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public so far upto 31st March 2012. Therefore, the provisions of clause (vi) of Paragraph 4 of the Order are not applicable to the Company.

7. In our opinion, the Company has an internal audit system in commensurate with its size and the nature of its business.

8. To the best of our knowledge the Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for any of the products of the Company.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has generally been regular in depositing, during the year, the undisputed statutory dues including, Income Tax, Sales Tax, Cess and other statutory dues as applicable, with appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amount is payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other material statutory dues, were in arrears, as at 31st March, 2012 for a period of more than 6 months from the date they became payable.

10. The Company does not have accumulated losses as at March 31, 2012 and it has not incurred any cash losses during the financial year ended on that date and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to the banks.

12. According to the records of the Company, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures, and other investments. Accordingly, the provisions of clause (xiv) of Paragraph 4 of the Order are not applicable to the Company.

15. According to the information and explanations provided by the management, the terms and conditions of the guarantees given by the Company for loans taken by others from Banks or financial institutions are not prejudicial to the interest of the Company.

16. On the basis of review of utilisation of funds pertaining to term loans on overall basis and related information as made available to us, the term loans taken by the Company have been applied for the purposes for which they are obtained.

17. On the basis of review of utilisation of funds on overall basis, related information as made available to us and as represented to us by the management, the funds raised on short- term basis have not been applied during the year for long term investment.

18. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. According to the records the Company, the Company has not issued any debentures during the year.

20. The Company has not raised any monies by way of public issues of equity shares during the year.

21. In our opinion and according to the information and explanations provided by the management, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Agrawal S. Kumar & Associates

Chartered Accountants

Firm Registration No. 322324E

(M. K. Jhawar)

Partner

Membership No. 061308

New Delhi

Dated : 30th May, 2012

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s MBL Infrastructures Limited, as at March 31, 2011 and the related Profit and Loss Account annexed thereto and the Cash Flow Statement for the year ended on that date annexed thereto. These Financial Statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An Audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a Statement on the matters specified in Paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph (3) above, we report that:

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

b) In our opinion, proper books of accounts as required by Law, have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts as submitted to us.

d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report have been drawn up in compliance with the Accounting Standards referred to in subsection (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the Directors as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of subsection (1) of Section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view, in conformity with the accounting principles generally accepted in India :

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure to the Auditors' Report Referred to in paragraph 3 of our report of even date

1. In respect of Fixed Assets :

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us, all the fixed assets have been physically verified by the management at reasonable intervals and in accordance with a phased programme of verification, which, in our opinion, is reasonable, considering the size and nature of the business. No material discrepancies were noticed on such verification.

(c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of Inventories :

(a) As explained to us, inventories have been physically verified by the management at the end of the year. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its business.

(b) The procedure of physical verification of inventories followed by the management in our opinion is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. (a) The Company has given interest free loan to one company covered under the register maintained under Section 301 of the Companies Act, 1956. The year end balance of the above loan is Rs. 650.26 Lacs. The terms and conditions of such loans are prima facie not prejudicial to the interest of the Company. The loan is repayable as per stipulations. The maximum amount outstanding during the year was Rs. 757.13 Lacs.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered under register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion and according to explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and sale of inventory. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control system.

5. According to the information and explanations given to us, we are of the opinion that the particulars of the transactions, if any, made in pursuance of the contract or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public so far upto 31st March 2011. Therefore, the provisions of clause (vi) of Paragraph 4 of the Order are not applicable to the Company.

7. In our opinion, the Company has an internal audit system in commensurate with its size and the nature of its business.

8. To the best of our knowledge the Central Government has not prescribed the maintenance of cost records under Section 209(l)(d) of the Companies Act, 1956 for any of the products of the Company.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has generally been regular in depositing, during the year, the undisputed statutory dues including, Income Tax, Sales Tax, Cess and other statutory dues as applicable, with appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amount is payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other material statutory dues, were in arrears, as at 31st March, 2011 for a period of more than 6 months from the date they became payable.

10. The Company does not have accumulated losses as at March 31, 2011 and it has not incurred any cash losses during the financial year ended on that date and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to the banks.

12. According to the records of the Company, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures, and other investments. Accordingly, the provisions of clause (xiv) of Paragraph 4 of the Order are not applicable to the Company.

15. According to the information and explanations provided by the management, the terms and conditions of the guarantees given by the Company for loans taken by others from Banks or financial institutions are not prejudicial to the interest of the Company.

16. On the basis of review of utilisation of funds pertaining to term loans on overall basis and related information as made available to us, the term loans taken by the Company have been applied for the purposes for which they are obtained.

17. On the basis of review of utilisation of funds on overall basis, related information as made available to us and as represented to us by the management, the funds raised on short- term basis have not been applied during the year for long term investment.

18. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. According to the records the Company, the Company has not issued any debentures during the year.

20. The Company has not raised any monies by way of public issues of equity shares during the year.

21. In our opinion and according to the information and explanations provided by the management, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For Agrawal S. Kumar & Associates

Chartered Accountants Firm Registration No. 322324E

(M. K. Jhawar) Partner Membership No. 061308

New Delhi Dated : The 29th Day of May, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of MBL Infrastructures Limited, as at 31st March, 2010 and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. Further to our comments in the annexure referred above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose 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 the books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

e) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

ii) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the Cash Flows for the year ended 31st March, 2010.

Annexure to the Auditors Report Referred to in paragraph 3 of our report of even date

As required by the Companies (Auditors Report) Order 2003 (as amended) (the order), issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks as were considered appropriate and according to the information and explanations given to us, we report that:

1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, the assets have been physically verified by the management in accordance with a phased programme of verification, which, in our opinion, is reasonable, considering the size and nature of the business. The frequency of verification is reasonable and no material discrepancies were noticed on such physical verification.

(c) The Company has not disposed of substantial part of fixed assets during the year so as to affect the going concern status of the Company.

2. (a) The Company has given loans to one company covered under the register maintained under Section 301 of the Companies Act, 1956. The year end balance of the above loan is Rs. 753.25 lacs. The terms and conditions of such loans are prima facie not prejudicial to the interest of the Company.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered under register maintained under Section 301 of the Act.

3. In our Opinion and according to explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and sale of inventory. During the course of our audit, no major weakness has been noticed in the internal control.

4. According to the information and explanations provided by the Management, the transactions made in pursuance of contract or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs.5 lacs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

5. Based on our scrutiny of the Companys records and according to the information and explanation provided by the management, in our opinion, the Company has not accepted any public deposits so far up to 31 st March 2010.

6. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

7. As the Company is in the service industry, no cost records have been prescribed under the provisions of Section 209(1 )(d) of the Companies Act, 1956.

8. a) According to the records of the Company, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including. Income Tax, Wealth-tax, Sales-tax, Cess and other statutory dues applicable to the Company.

b) According to the explanation and information given to us, no undisputed amount is payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Cess and other material statutory dues, were in arrears, as at 31st March, 2010 for a period of more than 6 months from the date they became payable.

c) According to the information and explanation given to us, the amount which have not been deposited on account of any dispute is as below - Income Tax 2003-2004 & 2004 - 2005 Income Tax Appellate Tribunal Rs. 343.33

9. The Company has no accumulated loss as at 31st March 2010 and it has not incurred any cash loss in the financial year ended on that date or in the immediately preceding financial year.

10. Based on our audit procedures and on the information & explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to the banks.

11. According to the records, the Company has not granted any Loans on the basis of security or pledge of shares, debentures or other securities.

12. In our opinion, proper records have been maintained of the transactions and the contracts for investments and timely entries have been made therein. The shares, securities, debentures and other investments, which are held by the Company and also pledged to banks, are in the Companys name.

13. According to the information and explanations provided by the management, the terms and conditions of the guarantees given by the Company for loans taken by others from Banks or financial institutions are not prejudicial to the interest of the Company.

14. On the basis of review of utilisation of funds pertaining to term loans on overall basis and related information as made available to us, the term loans taken by the Company have been applied for the purposes for which they are obtained.

15. On the basis of review of utilisation of funds on overall basis, related information as made available to us and as represented to us by the management, the funds raised on short- term basis have not been applied during the year for long term investment.

16. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act during the year.

17. According to the records the Company, the Company has not issued any debentures during the year.

18. The provisions of any specials statutory applicable to Chit Fund/ Nidhi/ Mutual Benefit Fund/ Societies are not applicable to the Company.

19. Based on the audit procedures applied by us and according to the information and explanation provided by the management, we report that no frauds on or by the Company has been noticed or reported during the course of our audit.

20. We have verified that the end use of money raised by public issue amounting to Rs. 102.60 crores is as disclosed in the notes to the financial Statements.

21. Other clauses of the Order are not related or applicable to the Company during the year under review.

For Agrawal S. Kumar & Associates

Chartered Accountants

Firm Registration No. 322324E

(M. K. JHAWAR)

Place: Kolkata Partner

Dated : The 30th day of May, 2010 Membership No.061308