Auditor Report of Bharat Road Network Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial
statements of Bharat Road Network Limited (''the Company''),
which comprise the Balance Sheet as at March 31, 2025, 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 notes to the standalone
financial statements, including a summary of the material
accounting policies and other explanatory information (herein
after referred to as "standalone financial statements”).

In our opinion and to the best of our information and according to
the explanations given to us, except for the impact of the matters
as described in the basis for qualified opinion paragraph, the
aforesaid standalone financial statements give the information
required by the Companies Act, 2013 ("the Act”) in the manner
so required and give a true and fair view in conformity with the
Indian Accounting Standards prescribed under section 133 of the
Act read with the Companies (Indian Accounting Standards) Rules,
2015, as amended, ("Ind AS”) and other accounting principles
generally accepted in India, of the state of affairs of the Company
as at March 31, 2025, the loss and total comprehensive loss,
changes in equity and its cash flows for the year ended on that
date.

Basis for Qualified Opinion

i. We refer note - 15(ii)B of the standalone financial statements
where the Company has not recognized interest on '' 7,000
lakhs from July 01,2019 onwards which is not in compliance
of Ind AS 1 ''Presentation of Financial Statements'' read with
Ind AS 109 ''Financial Instruments''. Due to this, loss before tax
of the Company for the year ended March 31,2025 has been
understated by '' 892.50 lakhs and the current liabilities as at
March 31,2025 has been understated by '' 5,137.38 lakhs.

ii. We refer note - 15(ii)A of the standalone financial statements
where the Company has not recognized interest on
'' 19,357.73 lakhs from July 01, 2024 onwards which is not in
compliance of Ind AS 1 ''Presentation of Financial Statements''
read with Ind AS 109 ''Financial Instruments''. Due to this, loss
before tax of the Company for the year ended March 31,2025
has been understated by '' 2,919.57 lakhs and the current
liabilities as at March 31, 2025 has been understated by
'' 2,919.57 lakhs.

We conducted our audit in accordance with the Standards on
Auditing specified under section 143(10) of the Act (SAs). Our
responsibilities under those Standards are further described in

the Auditor''s Responsibilities for the Audit of the standalone
financial statements section of our report. We are independent
of the Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India (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 Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
qualified opinion.

Material uncertainty related to Going Concern

We refer note - 15(ii)A of the standalone financial statements,
which indicates that the Company has defaulted in repayment of
its dues. The Company has incurred significant losses as at March
31,2025. These conditions, along with other matters set forth in
the said note, indicate the existence of a material uncertainty that
may cast significant doubt on the Company''s ability to continue
as a going concern.

Our opinion is not modified in respect of the above matter.
Emphasis of Matter

i. We refer note - 4(i)G and 4(i)H of the standalone financial
statements regarding termination of the project of
Kurukshetra Expressway Private Limited (KEPL) and
Mahakaleshwar Tollways Private Limited (MTPL), associates
of the Company. KEPL and MTPL have filed their claims with
the respective authorities as per the concession agreement.
In view of the Management, the carrying amount of
Investments and Receivable of the Company from KEPL and
MTPL as recognized in the standalone financial statements
are reasonable and appropriate and holds good for recovery.

ii. We draw attention to note - 4(i)J of the standalone financial
statements regarding search proceedings under Prevention
of Money Laundering Act, 2002 at Guruvayoor Infrastructure
Private Limited (GIPL), a subsidiary of the Company.

Our opinion is not modified in respect of the above matters.

Key Audit Matters

Key audit matters (KAM) are those matters that, in our professional
judgment were of most significance in our audit of the standalone
financial statements of the current period. These matters were
addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.

Following are the Kev Audit Matters (KAM) -

Sl. No.	Key Audit Matter	Auditor''s Response
1	Investments in Optionally	We have reviewed
	Convertible Debentures of	the projections and
	subsidiaries and associates	related information
	has been considered as	and explanations and
	financial assets and valued	additionally considered
	at Fair Value Through Profit	the valuation report
	and Loss. Refer note no - 4(i)	of a Registered Valuer
	of the standalone financial	appointed by the
	statements.	Company.

Information Other than the Standalone Financial
Statements and Auditor''s Report thereon

The Company''s Board of Directors is responsible for the other
information. The other information comprises the information
included in the Director''s Report including annexures to Director''s
Report, but does not include the standalone financial statements
and our auditor''s report thereon.

The Director''s Report including annexures to Director''s Report is
expected to be made available to us after the date of issue of this
audit report.

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
identified above when it becomes available 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.

When we read the Director''s Report including annexures
to Director''s Report, if we conclude that there is a material
misstatement therein, we are required to communicate the matter
to those charged with governance.

Responsibilities of 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, cash flows and changes in equity
of the Company in accordance with the Ind AS and 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 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
misstatements, 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.

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

Auditor''s Responsibility 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 SAs will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
standalone financial statements.

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 financial controls
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 system in place and the operating effectiveness of
such controls.

• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and related
disclosures made by management.

• Conclude on the appropriateness of management''s use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant
doubt on the Company''s ability to continue as a going
concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor''s report to
the related disclosures in the standalone financial statements
or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up
to the date of our auditor''s report. However, future events or
conditions may cause the Company to cease to continue as a
going concern.

• Evaluate the overall presentation, structure and content of the
standalone financial statements, including the disclosures,
and whether the standalone financial statements represent
the underlying transactions and events in a manner that
achieves fair presentation.

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 reasonable
knowledgeable user of the standalone financial statements may
be influenced. We consider quantitative 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.

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

Report on Other Legal and Regulatory Requirements

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, and according to the
information and explanations given to us and also on the
basis of such checks as we considered appropriate, we give
in the "Annexure A” a statement on the matters specified in
paragraphs 3 and 4 of the Order.

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 purpose of our audit;

b) Except for the possible effects of the matters described in
the basis for qualified opinion paragraph, in our opinion,
proper books of accounts 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), Cash Flow
Statement and the Statement of Changes in Equity dealt
with by this Report are in agreement with the books of
account;

d) In our opinion, except for the effects of the matters
described in the basis for qualified opinion paragraph,
the aforesaid standalone financial statements comply
with the Indian Accounting Standards (Ind AS) specified
under Section 133 of the Act, read with relevant Rules
issued thereunder;

e) On the basis of the written representations received from
the directors as on March 31,2025, taken on record by the
Board of Directors, none of the directors is disqualified as
on March 31, 2025 from being appointed as a director in
terms of Section 164(2) of the Act;

f) The modifications relating to the maintenance of
accounts and other matters connected therewith are as
stated in paragraph (b) above on reporting under section
143 (3) (b) of the Act.

g) 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”.

h) With respect to the other matters to be included in the
Auditor''s Report in accordance with the requirements of
section 197(16) of the Act, as amended:

As per the information and explanation given to us
and on the basis of our examination of the records, the
managerial remuneration has been paid or provided in
accordance with the requisite approvals mandated by
the provisions of section 197 read with Schedule V to the
Act.

i) 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. To the best of our information and according to
the explanation given to us there is no pending
litigation (other than those referred in note - 15(ii)

B and 29.4 of the standalone financial statements)
having material impact on the financial position of
the Company.

ii. The Company does not have any long-term
contracts, including derivative contracts, for which
there were any material foreseeable losses;

iii. There was no amount required to be transferred to
the Investor Education and Protection Fund by the
Company.

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

best of its knowledge and belief, no funds have
been advanced or loaned or invested by the
Company to or in any other person 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 that, to
the best of its knowledge and belief, no funds
have been received by the Company from any
person or entity, 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;

c) Based on the audit procedures that were
considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause iv (a) and iv
(b) contain any material misstatement.

v. No dividend has been declared or paid during the
financial year by the Company.

vi. Based on our examination, which included test
checks, the Company has used accounting software
for maintaining its books of accounts 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, in respect of accounting
software for which the audit trail feature was
operating. The audit trail has been preserved by
the Company as per the statutory requirements for
record retention.

For S S Kothari Mehta & Co. LLP

Chartered Accountants
Firm Registration No. 000756N/N500441

Rana Sen

Partner

Membership No. 066759

Place: Kolkata

Date: May 13, 2025

UDIN: 25066759BMIXVL7400

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Mar 31, 2024

We haveauditedtheaccompanying standalonefinancial statements of Bharat Road Network Limited (''the Company''), which comprise the Balance Sheetas at March 31,2024, the Statement of Profitand Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary ofthe material accounting policies and other explanatory information (herein after referred to as "standalone financial statements").

In our opinion and to the best ofour information and according to theexplanationsgiven to us,exceptforthe impact ofthe matter as described in the basisforqualified opinion paragraph,theaforesaid standalone financial statements give the information required by theCompanies Act, 2013 ("theAct") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 ofthe Act read with the Companies (Indian Accounting Standards) Rules, 2015,as amended, ("Ind AS") and other accounting principles generally accepted in India, ofthe state of affairs ofthe Company as at March 31, 2024, the loss and total comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

We refer note - 15(ii) ofthe standalonefinancial statements where the Company has not recognized interest on ? 7,000 lakhs from July 01,2019 onwards which is not in compliance of Ind AS 1 ''Presentation ofFinancial Statements''read with Ind AS 109''Financial Instruments''. Due to this, loss before tax ofthe Company for the year ended March 31, 2024 has been understated by'' 894.95 lakhs and the current liabilities as at March 31,2024 has been understated by ? 4,244.88 lakhs.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibilitiesfor the Audit oftheStandalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute ofChartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit ofthe standalone financial statements under the provisions ofthe Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordancewith theserequirementsand theCode of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of Matter

i. We refer note - 4(i)G and 4(i)H of the standalone financial statements regarding termination ofthe projectofKurukshetra

Expressway Private Limited (KEPL) and MahakaleshwarTollways Private Limited (MTPL), associates ofthe Company. KEPL and MTPL havefiled their claims with the respective authorities as per the concession agreement. In view of the Management, the carrying amount of Investments and Receivable ofthe Companyfrom KEPL and MTPL as recognized in the standalone financial statements are reasonable and appropriate and holds good for recovery.

ii. We draw attention to note - 4(i)J of the standalone financial statements regarding search proceedings under Prevention ofMoney Laundering Act, 2002 at Guruvayoor Infrastructure Private Limited (GIPL), a subsidiary of the Company.

iii. We draw attention to note - 4(i)I ofthe standalone financial statements regarding suspension of rights of toll collection of Solapur Tollways Private Limited (STPL), a subsidiary ofthe Company by National Highway Authority of India (NHAI). Also, applications have been made under section 7 ofthe Insolvency and Bankruptcy code, 2016 by the lenders against STPL.

Our opinion is not modified in respect ofthe above matters.

Key Audit Matters

Key audit matters (KAM) are those matters that, in our professional judgment wereofmost significance in our audit ofthestandalone financial statements ofthe current period. These matters were addressed in the context ofour audit ofthe standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Following are the Key Audit Matters (KAM) -

Z £ o •	Key Audit Matter	Auditor''s Response
1	Investments in Optionally	We have reviewed the
	Convertible Debentures of	projections and
	subsidiaries and associates has	related information
	been considered as financial	and explanations and
	assetsandvalued at Fair Value	additionally
	Through Profit and Loss.	considered the
	Refer Note no-4(i)of the	valuation report ofa
	standalonefinancial statements.	Registered Valuer appointed by the Company.

Information Other than the Standalone Financial Statements and Auditor''s Report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Director''s Report including annexures to Director''s Report, but does not include the standalone financial statements and our auditor''s report thereon.

The Director''s Report including annexures to Director''s Report is expected to be made available to us after the date of issue of this audit report.

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 auditofthestandalonefinancial statements, our responsibility is to read the other information identified above when it becomes available 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.

When we read the Director''s Report including annexures to Director''s Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of 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) ofthe Act with respect to the preparation of these standalone financial statements that give a true and fair viewofthefinancial position,financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions ofthe 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 ofthestandalonefinancial statements thatgiveatrue and fair view and are free from material misstatements, 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.

Those Board of Directors are also responsible for overseeing the Company''sfinancial reporting process.

Auditor''s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether thestandalonefinancial statementsasawholearefreefrom material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement

when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis ofthese standalonefinancial statements.

As part ofan audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. Wealso:

• Identify and assess the risks of material misstatement of the standalonefinancial 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 ofinternal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theAct, wearealso responsiblefor expressing ouropinion on whethertheCompany has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluatetheappropriatenessofaccounting policiesusedand the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention inour auditor''s report to the related disclosures in the standalonefinancial 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 ofthe 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.

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 reasonable knowledgeable userofthestandalonefinancial statements may be influenced. We consider quantitative and qualitative factors in (i) planning the scope ofour audit workand in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

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 auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits ofsuch 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, and according to the information and explanations given to us and also on the basis of such checks as we considered appropriate, we give in the "Annexure A"a statement on the matters specified in paragraphs 3 and 4 oftheOrder.

2. As required by Section 143(3) ofthe 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 purpose of our audit;

b) Except for the possible effects of the matters described in the basis for qualified opinion paragraph, in our opinion, proper books ofaccounts as required by law have been kept by the Company so far as it appears from our examination ofthose books;

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), Cash Flow Statement and theStatement ofChanges in Equitydealt with by this Report are in agreement with the books of account;

d) In our opinion, except for the effects of the matters described in the basis for qualified opinion paragraph, the aforesaid standalone financial statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 ofthe Act, read with relevant Rules issued thereunder;

e) On the basis of the written representations received from the directors as on March 31, 2024, taken on record by the BoardofDirectors, noneofthedirectors is disqualified as on March 31,2024from being appointed as a director in terms ofSection 164(2) ofthe Act;

f) The modifications relating to the maintenance ofaccounts and other matters connected therewith are as stated in paragraph (b) above on reporting under section 143 (3) (b) oftheAct.

g) With respect to the adequacy of the internal financial controlsoverfinancial reporting oftheCompanyand the operating effectiveness of such controls, refer to our separate Report in "Annexure B".

h) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16)of the Act, as amended:

As per the information and explanation given to us and on the basis of our examination of the records, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

i) 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. To the best ofour information and according to the explanation given to us there is no pending litigation (other than those referred in note - 15(ii) and 31.4 of the standalone financial statements) having material impact on the financial position of the Company.

ii. The Company does not have any long-term contracts, including derivative contracts, for which there were any material foreseeable losses;

iii. There was no amount required to be transferred to the Investor Education and Protection Fund by the Company.

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

best of its knowledge and belief, no funds have been advanced or loaned or invested by the company to or in any other person 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 that, to the best of its knowledge and belief, no funds have been received by the company from any person or entity, 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;

c) Based on the audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause iv (a) and iv (b) contain any material misstatement.

v. No dividend has been declared or paid during the financial year by the Company.

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books ofaccountsfor thefinancial 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 ofour audit, we did not come across any instance of the audit trail feature being tampered with, in respect of accounting software for which the audit trail feature was operating.

As proviso to Rule3(1)oftheCompanies (Accounts) Rules, 2014 is applicable from April 1,2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014on preservation ofaudit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31,2024.

For ForSS Kothari Mehta & Co. LLP

CharteredAccountants Firm Registration No. 000756N Rana Sen Partner

Membership No. 066759

Place: Kolkata

Date : May 23, 2024

UDIN : 24066759BKEZRN5428

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Mar 31, 2023

Bharat Road Network Limited

Report on the Standalone Financial Statements

Qualified opinion

We have audited the accompanying standalonefinancial statements of Bharat Road Network Limited (''the Company''), which comprise the Balance Sheet as at March 31,2023, theStatement ofProfitand Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information (herein after referred to as "standalone financial statements").

In our opinion and to the best ofour information and according to the explanations given to us, exceptforthe impact ofthe matteras described in the basisforqualified opinion paragraph,theaforesaid standalone financial statements give the information required by the Companies Act, 2013 ("theAct") in the mannerso required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 ofthe Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, ofthe state of affairs ofthe Company as at March 31, 2023, the loss and total comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

We refer note - 16(ii) ofthe standalonefinancial statements, where the Company has not recognized interest on Rs. 7,000 lakhs from July 01, 2019 onwards which is not in compliance of Ind AS 1 ''Presentation ofFinancial Statements''read with Ind AS109''Financial Instruments''. Duetothis, loss beforetaxoftheCompanyfortheyear ended March 31,2023 has been understated by ? 892.50 lakhs and the current liabilities as at March 31,2023 has been understated by 13,349.93 lakhs.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit ofthe Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute ofChartered Accountants ofIndia (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 accordancewith these requirementsand theCode of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of Matter

Werefernote-4(i)Gand 4(i)H ofthestandalonefinancial statements regarding termination ofthe project of Kurukshetra Expressway Private Limited (KEPL) and MahakaleshwarTollways Private Limited (MTPL), associates ofthe Company. KEPLand MTPL havefiled their claims with the respective authorities as per the concession agreement. In view of the Management, the carrying amount of

Investmentsand ReceivableoftheCompanyfrom KEPLand MTPL as recognized in thestandalonefinancial statementsare reasonable and appropriate and holds good for recovery.

Our opinion is not modified in respect of the above matter.

Key Audit Matters

Key audit matters (KAM) are those matters that, in our professional judgment were of most significance in our audit ofthe standalone financial statements ofthe current period. These matters were addressed in the context ofour audit ofthe standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Following are the Key Audit Matters (KAM) -

Sl. No.	Key Audit Matter	Auditor''s Response
1	Investments in Optionally	We have reviewed
	Convertible Debentures of	the projections and
	subsidiaries and associates	related information
	has been considered as financial	and explanations
	assets and valued at Fair Value	and additionally
	Through Profitand Loss.	considered the
	Refer Note no-4of the	valuation report of
	standalonefinancial statement.	a registered valuer appointed by the Company.

Information Other than the Standalone Financial Statements and Auditor''s Report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Director''s Report including annexures to Director''s Report, but does not include the standalonefinancial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover theother information and wedo not expressanyform ofassurance conclusion thereon.

In connection with ouraudit ofthestandalonefinancial 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 thecourseofourauditorotherwiseappears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement ofthis other information, we are required to report that fact. Based on the records, information and explanation provided, we have nothing to report in this regard.

Management''s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) ofthe Act with respect to the preparation of these standalone financial statements that give a true and fair viewofthefinancial position,financial performanceincluding other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions ofthe 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 ofthestandalonefinancial statements that give a true and fair view and are free from material misstatements, 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.

Those Board of Directors are also responsible for overseeing the Company''sfinancial reporting process.

Auditor''s Responsibility for the Audit ofthe 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 SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part ofan audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. Wealso:

• Identify and assess the risks of material misstatement of the standalonefinancial 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 ofinternal financial controls 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 system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness ofaccounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Concludeon the appropriateness ofmanagement''s useofthe going concern basis ofaccounting 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 ofthe standalonefinancial statements, including the disclosures,and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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 reasonable knowledgeable user of the standalone financial statements may be influenced. We consider quantitative and qualitative factors in (i) planning the scope ofour audit workand in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing ofthe 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 auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits ofsuch 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, and according to the information and explanations given to us and also on the basis ofsuch checks as we considered appropriate, we give in the "Annexure A" a statement on the matters specified in paragraphs3and4 of the Order.

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 purpose of our audit;

b) Except for the possible effects of the matters described in the basis for qualified opinion paragraph, in our opinion, proper books ofaccounts as required by law have been kept by the Company so far as it appears from our examination ofthose books;

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive income), Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, except for the effects of the matters described in the basis for qualified opinion paragraph, the aforesaid standalone financial statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with relevant Rules issued thereunder;

e) On the basis of the written representations received from the directors as on March 31, 2023, taken on record by the Board ofDirectors,noneofthedirectors isdisqualified as on March 31,2023 from being appointed as a director in terms ofSection 164(2) ofthe Act;

f) With respect to the adequacy of the internal financial controls overfinancial reporting oftheCompanyand 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 the requirements of section 197(16)ofthe Act, as amended:

As per the information and explanation given to us and on the basis of our examination of the records, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule Vto the Act.

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, 2014as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. To the best of our information and according to the explanation given to us there is no pending litigation (other than those referred in note - 16(ii) and 31.4 ofthe standalonefinancial statements) having material impact on thefinancial position ofthe Company.

ii. The Company does not have any long-term contracts, including derivative contracts, for which there were any material foreseeable losses;

iii. There was no amount required to be transferred to the Investor Education and Protection Fund by the Company.

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

of its knowledge and belief, no funds have been advanced or loaned or invested by the company to or in any other person 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 that, to the best of its knowledge and belief, no funds have been received by the company from any person or entity, 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 inany manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide anyguarantee, security or the like on behalf ofthe Ultimate Beneficiaries;

c) Based on the audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause iv (a) and iv (b) contain any material misstatement.

v. No dividend has been declared or paid during thefinancial year by the Company.

vi. AsprovisotoRule3(1)oftheCompanies(Accounts) Rules, 2014 is applicable for the Company only w.e.f. April 1, 2023, reporting under this clause is not applicable.

For S S Kothari Mehta & Company

CharteredAccountants Firm Registration No. 000756N Rana Sen Partner

Membership No. 066759

Place: Kolkata

Date : May 25, 2023

UDIN: 23066759BGVUJO9028

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Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying Standalone Financial Statements of Bharat Road Network Limited (“the Company”), which comprises the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (herein after referred to as “standalone Ind AS 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 Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit and loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with relevant rules issued thereunder 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the 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 Ind AS financial statements that give a true and fair view and are free from material misstatements, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Standalone Ind AS 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 thereunder.

We conducted our audit of the Standalone Ind AS financial statements in accordance with the Standards on Auditing, as 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 Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Standalone Ind AS financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of the material misstatement of the Standalone Ind AS 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 Ind AS 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 accounting policies used and reasonableness of the accounting estimates made by the Company’s Board of Directors, as well as evaluating the overall presentation of the Standalone Ind AS 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 Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS 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, including the Ind AS, of the state of affairs (financial position) of the Company as at March 31, 2018 and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

Attention is invited to Note 27.4 of the standalone Ind AS Financial Statements regarding investments in Special Purpose Vehicles formed as per Concession Agreement and guidelines of respective government authority and treatment of such investments as Qualifying Asset which is based on the legal opinion and capitalization of directly attributable borrowing costs incurred in respect thereof Our opinion is not modified in respect of the said matter.

Other Matter

The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 1 2016, included in these standalone IND AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with relevant Act and Rules thereunder, audited by the predecessor auditor whose report for the year ended March 31, 2017 and March 31, 2016 dated April 26, 2017 and September 19, 2016 respectively expressed an unmodified opinion on those financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which has been audited by us.

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 Section 143(11) of the Act, and according to the information and explanations given to us and also on the basis of such checks as we considered appropriate, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 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 it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss (Including other comprehensive Income), Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid Standalone Ind AS financial statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act, read with relevant Rules issued thereunder;

e) On the basis of the written representations received from the directors 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 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 as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. To the best of our information and according to the explanations given to us there is no pending litigations (Other than those already recognised in the accounts) having material impact on the financial position of the Company. (Refer Note 27.5 of the standalone Ind AS financial statements)

ii. The Company does not have any long-term contracts, including derivative contracts, for which there were any material foreseeable losses;

iii. There was no amount required to be transferred to the Investor Education and Protection Fund by the Company.

Report on the matters specified in paragraph 3 of the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of section 143 (11) of the Companies Act, 2013 (“the Act”) as referred to in paragrapRs.1 of ‘ Report on Other Legal and Regulatory Requirements’section

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

(b) These fixed assets have been physically verified by the management according to a phased programme designed to cover all the items during the year, which in our opinion, is reasonable having regard to the size of the company and nature of its assets. In accordance with this programme, fixed assets were physically verified by the management during the reporting period and no discrepancies were noticed on such verification;

(c) As the Company has no immovable property, provisions of clause (i) (c) of para 3 of the said order is not applicable to the Company.

(ii) As the Company has no inventory, provisions of clause (ii) of para 3 of the said order is not applicable to the company.

(iii) The Company has granted unsecured loan/advances to companies covered in register maintained under section 189 of the Act. With respect to the said loan/advances, we have to state that;

a) In our opinion the terms and conditions of the grant of such loans/advances are not prejudicial to the interest of the company.

b) These unsecured loans/advances are repayable on demand. These loans/advances carry interest in the form of yield and are receivable as and when due as per the terms of the agreement.

c) The total amount overdue for more than 90 days is Nil.

(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, in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) The Company has not accepted any deposits and hence the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act, and the rules framed hereunder are not applicable.

(vi) The provisions regarding maintenance of cost records under section 148 (1) of the Act are not applicable to the Company.

(vii) (a) According to information and explanations given to us and the records of the company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, goods and service tax, cess and any other statutory dues to the appropriate authorities. There are no arrears of outstanding undisputed statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) According to information and explanations given to us and the records of the company examined by us, there is no dues outstanding in respect of income tax, sales tax, service tax, duty of customs, duty of excise, goods and service tax and cess as at 31 March 2018 on account of disputes.

(viii) The Company has defaulted in repayment of principal amount and interest since December 14,2017 to one of the financial institution (NBFC) of principal amounting to Rs.5,000.00 lakhs and interest (net of TDS) Rs.166.44 lakhs (till March 31, 2018). Refer Note 14 (ii) (i) of the notes to the Financial Statements.

(ix) Company has issued 2,93,00,000 equity shares of Rs.10/- each at a premium of Rs.195 per share by way of initial public offer. The utilisation of IPO proceeds is in accordance with the terms of the prospectus. Further, the term loans raised by the company during the year were applied for the purpose for which they were obtained.

(x) To the best of our knowledge and according to information and explanations given to us no fraud by the Company or no fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) The managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) The Company is not a Nidhi Company, hence clause (xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanation given to us, and on the basis of our examination of the records, the company has transacted with the related parties which are in compliance with sections 177 and 188 of the Act and the details have been disclosed in the financial statements - Refer Note 28.1 to the financial statements.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year and hence paragraph 3 (xiv) of the Order is not applicable to the Company.

(xv) The Company has not entered into non-cash transactions with directors or persons connected with the directors and therefore provisions section 192 of Act, not applicable.

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

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) as referred to in paragraph 2(f) of Report on Other Legal and Regulatory Requirements’ section

We have audited the internal financial controls over financial reporting of Bharat Road Network Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

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”. 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 Companies Act, 2013.

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 the Institute of Chartered Accountants of India. 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 judgement, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS 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:

a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

b) 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 authorisations of Management and Directors of the Company; and

c) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the Company’s assets that could have a material effect on the standalone Ind AS 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 generally 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”

For S. S. Kothari Mehta & Co.

Chartered Accountants

Firm Registration No. 000756N

Neeraj Bansal

Place: New Delhi Partner

Date: 29th May 2018 Membership No.095960

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Mar 31, 2017

Report on the standalone financial statements

We have audited the accompanying standalone financial statements of Bharat Road Network Limited (“The Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss, the Cash Flow Statement and a summary of significant accounting policies and other explanatory information for the year then ended.

Management responsibility for the standalone financial statement

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 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.

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 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 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 31st March, 2017 and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to Note 24.8 to the standalone financial statements regarding investments in Special Purpose Vehicles formed as per Concession Agreement and guidelines of respective Government authority and treatment of such investments as Qualifying Asset which is based on the legal opinion and capitalization of directly attributable borrowing costs incurred in respect thereof. Our opinion is neither a reservation, nor a qualification or an adverse remark in respect of this matter.

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 sub-section (11) of section 143 of the Act, we give in the ”Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

I) 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.

II) 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.

III) The Balance Sheet, the Statement of Profit and Loss and the cash flow dealt with by this Report are in agreement with the books of account.

IV) 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.

V) On the basis of the written representations received from the directors as at 31st March, 2017 and taken on record by the Board of Directors, none of the directors is disqualified as at 31 st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

VI) 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”.

VII) 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:

a) The Company has disclosed the impact of pending litigations on the financial position of its standalone financial statements - Refer Note No. 24.3 to the standalone financial statements.

b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

c) There were no amounts required to be transferred to Investor Education and Protection Fund by the Company.

d) The Company did not have any holdings or dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016 - Refer Note 24.9 to the standalone financial statements.

“ANNEXURE A”TO THE INDEPENDENT AUDITOR’S REPORT

Statement referred to in our report of even date to the members of Bharat Road Network Limited on the standalone financial statements for the year ended 31 st March, 2017.

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

b) The fixed assets have been physically verified by the management during the year. To the best of our knowledge, no material discrepancies were noticed on such verification.

c) As the Company has no immovable property, provisions of clause (i)(c) of para 3of the said order is not applicable to the Company.

(ii) As the Company has no inventory, provisions of clause (ii) of para 3 of the said order is not applicable to the Company.

(iii) The Company has granted loans to one body corporate covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’)

a) In our opinion, the rate of interest and other terms and conditions on which the loan has been granted to the aforesaid body corporate were not, prima facie, prejudicial to the interest of the Company.

b) The aforesaid body corporate has been regular in payment of the principal and interest as stipulated.

c) There are no overdue amounts in respect of the loan granted to the body corporate.

(iv) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not undertaken any transaction in respect of loans, guarantees and securities covered under Section 185 of the Act. The Company has complied with Section 186(1) of the Act in relation to investments made by the Company. The remaining provisions related to Section 186 of the Act do not apply to the Company.

(v) The Company has not accepted any deposit within the meaning of section 73 to 76 or any other relevant provisions of the Act and the rules framed there under. The directives issued by the Reserve Bank of India are not applicable to the Company.

(vi) The provisions regarding maintenance of the cost records under Section 148(1) of the Companies Act 2013are not applicable to the Company.

(vii) a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Service Tax, Duty of Customs, Duty of Excise, Value Added tax or cess and any other statutory dues, to the extent applicable, have been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues, as on 31st of March, 2017 for a period of more than six months from the date they became payable.

b) There is no amount payable in respect of the aforesaid statutory dues that have not been deposited on account of any dispute.

(viii) The Company has not defaulted in repayment of loans or borrowings to financial institutions. The Company has not taken any loan from bank or Government and has not issued any debentures.

(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the period. On the basis of our examination and according to the information and explanations given to us, money raised by way of term loans have been applied for the purpose for which the loans were obtained.

(x) In our opinion and according to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year that causes the standalone financial statements materially misstated.

(xi) According to the information and explanations give 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) The Company is not a Nidhi Company. Therefore, clause (xii) of paragraph 3 of the said order is not applicable to the Company.

(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 standalone financial statements as required by the applicable accounting standards.

(xiv) On the basis of our examination of records and according to the information and explanations given to us, the Company has not made any preferential allotment or private placement of fully or partly convertible debentures during the period. The Company has complied with the requirement of Section 42 of the Act in respect of preferential allotment of shares made during the period. The amount raised by preferential allotment has been used for the purposes for which the funds were raised.

(xv) On the basis of our examination of records and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with directors or persons connected with them during the year under the provisions of section 192 of the Act. Therefore, clause (xv) of paragraph 3 of the said order is not applicable to the Company

(xvi) On the basis of our examination of records and according to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For G. P. Agrawal & Co.

Chartered Accountants

Firm’s Registration No. 302082E

(CA. Ajay Agrawal)

Membership No. 17643

Partner

Place : Kolkata

Dated : 26th day of April, 2017