INDEPENDENT AUDITOR'S REPORT

To,

The Members,

Brahmaputra Infrastructure Limited

R.O. A-7, Main Mahipalpur,

New Delhi -110037

Report on the Standalone Ind AS Financial Statements
Qualified Opinion

We have audited the accompanying standalone Ind AS financial statements of Brahmaputra Infrastructure Limited
(“the Company”) which comprises the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss
(including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year
then ended, and notes to the financial statements, including a summary of significant accounting policies and other
explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the possible
effects of the matters described in the Basis for Qualified Opinion section of our report, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 (‘Act') in the manner so required and
give a true and fair view in conformity with the accounting principles generally accepted in India including Indian
Accounting Standards (‘Ind AS') specified under section 133 of the Act, of the state of affairs of the Company as at 31
March 2023, and its profit (including other comprehensive income),standalone statement of changes in equity and
standalone 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 (hereinafter referred to
as “the standalone financial statements”).

Basis for Qualified Opinion

During the year the company has not made the provisions towards interest payable to banks and financial institutions
which were not paid for the year under audit. This constitute a departure from the Indian Accounting Standards-37
Provisions, Contingent Liabilities and Contingent Assets referred to in section 133 of the Companies Act, 2013. Sum
of Rs. 19.15 crore has not recognized the interest expenses resulting in understatement of expenses and over
statement of Net profit before Tax . Balances in Other Equity in the Balance sheet is overstated by the said amount.
We are not able to verify the actual interest booked by the company as expenses as the loan statements of the lenders
was not provided to us.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our
responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the
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 financial statements under the provisions of the Act and the rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained and that obtained by other auditors, in terms of their reports referred to in
paragraph 20 of the Other Matters section below is sufficient and appropriate to provide a basis for our qualified
opinion.

Emphasis of Matter

1. In the standalone financial Statements, which describes the impairment assessment in accordance with Ind AS
36 “Impairment of assets” / Ind AS 109 “Financial Instruments” performed by the Company, in respect of
regarding uncertainties relating to recoverability of unbilled work-in-progress (Inventories), trade receivables and
Retention/withheld by clients Receivables & claim receivables amounting to ? 22.26 crore (Note No. 12) , ? 15.88
crore (Note No. 7 and 13), ? 10.85 Crore(Note No. 9 and 15) and Rs. 126.04 Crore (Note No. 9, 11 and 16)
respectively as at 31 March 2023, which represent various claims raised in the earlier years in respect of projects
substantially closed and where the claims are currently under negotiation//s / discussions / arbitration / litigation.
Based on legal opinion / past experience with respect to such claims, management is of the view that the
aforementioned majority of the balances are fully recoverable.

2. Non-receipt of confirmation of balances as at March 31, 2023 from some lenders, customers and vendors in
absence of confirmation, the adjustments, if any, on account of unsettled transactions, to the carrying values of
assets and liabilities cannot be ascertained

Our report is not modified on above matter.

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.

Information Other than the Standalone Ind AS 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 Board Report and Management Discussion and Analysis Report, 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. The
Company's Board of Directors is responsible for the other information. The other information comprises the
information included in the Management Discussion and Analysis, Board's Report including Annexures to Board's
Report, Business Responsibility Report, Corporate Governance and Shareholder's Information, but does not include
the standalone Ind AS financial statements and our auditor's report thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a material misstatement of this other information; we are required
to report that fact. We have nothing to report in this regard.

Management Responsibility for the Standalone Ind AS financial Statements

The accompanying standalone financial statements have been approved by the Company's Board of Directors. 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 flows of the Company in
accordance with the accounting principles generally accepted in India, including the Ind AS specified under section
133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the 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 is also responsible for overseeing the Company's financial reporting process.

Auditor’s Responsibilities for the Audit of Standalone Ind AS financial Statement

Our objectives are to obtain reasonable assurance about whether the 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
Standards on Auditing 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 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 Ind AS 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 Companies Act, 2013, we are also responsible for
expressing our opinion on whether the company has 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 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 Ind AS 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 Ind AS financial statements, including
the disclosures, and whether the standalone Ind AS 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 Ind AS financialstatements for the financial year ended March 31,2023 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.

Other Matters

1. Inventories consisting of Building Materials, Raw Materials and Store & Spares at various site of company
amounting to Rs. 18.05 Crores as at 31st March 2023 which have not been Physical verified by our self. We have
relied on the purchase register, production reports, stock transfer report, consumption report, stock Audit report of
the independent Stock Auditors and verification report performed by the Management at regular intervals.

2. The company is required to take Impact of 15 Joint Operations for the financial year 2022-23 as per accounting
principles laid under Ind AS 111 “Joint Arrangement”. However till reporting date as at 31st march' 2023, the
company has not taken Impact of these operations in the financial statements for the period 2022-23.

Our report is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order, 2020 (“the Order”) issued by the Central Government in
terms of section 143 (11) of the Act, and except for the possible effects, of the matter described in the Basis for
Qualified of Opinion section, 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. (A) As required by section 143(3) of the Act, we report that:

a) We have sought andexcept for the matters described in the Basis for Qualified Opinion section obtained
all the information and explanations which to the best of our knowledge and belief were necessary for the
purposes of our audit.

b) Except for the possible effects of the matters described in the Basis for Qualified Opinion section, 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 the Statement of Other Comprehensive
Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in
agreement with the books of account.

d) Except for the possible effects of the matters described in the Basis for Qualified Opinion section, in our
opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015,
as amended.

e) The Company has defaulted in repayment of the obligations to its lenders which is outstanding as at
March 31, 2023. Based on the legal opinion obtained by the Company and based on the written
representations received from the directors as on March 31, 2023 taken on record by the Board of
Directors, none of the directors is disqualified as on March 31,2023 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 standalone financial
statements of the Company and the operating effectiveness of such controls, refer to our separate Report
in “Annexure B”.

g) With respect to the matter to be included in the Auditors' Report under section 197(16) of the Act: In our
opinion and according to the information and explanations given to us, the remuneration paid by the
Company to its directors during the current year is in accordance with the provisions of section 197 of the
Act.

(B) With respect to the other matters to be included in the Auditors' 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) Except for the possible effects of the matters described in Basis for Qualified Opinion section, the
standalone financial statements disclose the impact of pending litigations on the standalone financial
position of the Company as at 31 March 2023, as detailed in Notes 38 to the standalone financial
statements;

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

(iii) There were no amounts which were 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, other than as disclosed

in notes to accounts, no funds (which are material either individually or in the 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 or entity, including foreign entity
(‘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 (which are
material either individually or in the aggregate) have been received by the Company from any person or
entity, including foreign entity (‘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 have been considered reasonable and appropriate in the
circumstances, nothing has come to our attention that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11 (e) as provided under (a) and (b) above, contain
any material misstatement.

(v) The Company has not declared or paid any dividend during the year.

For Goyal Nagpal&Co.

Chartered Accountants

(Firm's Registration No. 018289C)

CA Virender Nagpal

Partner

(Membership No. 416004)

Place : New Delhi

Date : 30 May 2023

UDIN: 23416004BGU0T27085