Madhucon Projects Limited

Report on the Ind AS Standalone Financial Statements

Qualified Opinion

We have audited the Ind AS financial statements of M/s. Madhucon Projects Limited ("thee ompany"), which comprise the Standalone Balance Sheet as at 31^st March 2025, and the standalone statement of Profit and Loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows for the year ended, and notes to the Ind AS 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 Ind AS financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March, 2025, its loss and other comprehensive income, changes in equity and its cash flows for the year then ended.

Basis for Qualified Opinion:

i. We refer to the carrying value of Equity Investments of Rs. 1,03,662.52 lakhs held in subsidiaries/other companies and other investments of Rs. 5624.18 lakhs held in subsidiaries/ other companies, some of these have been incurring losses and in case of some of the subsidiaries, net worth was fully or substantially eroded / Going Concern is affected. We are unable to comment upon the carrying value of investments and other investments whether any provision for impairment in the value of Equity Investments and other investments is required; the effect of same upon the profitability could not be ascertained in the absence of fair valuation.

a. In the case of Madhucon Infra Limited, a subsidiary, the management basing on the valuation Reports on "Investment in Madhucon Infra Limited "concluded that the value of this Investment is Nil and has written off an amount of Rs. 30,550.68 Lakhs in FY 2023-24 being 25% of the Investment held and during FY 2024-25 the company has further written off Rs.30,550.68 lakhs being 25% of Investment held. As of 31st March, 2025 the company has written off only 50% of the total investment held instead of writing off complete value of investment. For the balance 50% of the Investment no provision for impairment is made in the books of account as at 31st March, 2025.

In the absence of proper justification, zve are not able to ascertain the basis of such partial write off.

b. In the case of Madurai Tuticorin Expressways Limited, a step-down subsidiary, the management basing on the valuation Reports on "Investment in Madurai Tuticorin Expressways Limited "concluded that the value of this Investment is Nil and has written off an amount of Rs. 2,952.05 Lakhs during the FY 2024-25 being 33.33% of the Investment held instead of writing off complete value of investment. For the balance 66.66% of the Investment no provision for impairment is made in the books of account as at 31st March, 2025.

In the absence of proper justification, we are not able to ascertain the basis of such partial write off.

2. "The Company" has defaulted in repayment of dues to Canara Bank and Punjab National Bank (PNB) totalamounting to Rs.6,785.99 lakhs as per books of account and the same were classified as NPA by the Lenders. Interest on these loans is not being provided for. With respect to these outstanding dues, OTS agreements have been entered with the respective Banks. However, the OTS benefits pertaining to these Banks have not been recognized, despite full settlement payments having been made, due to non-receipt of No Objection Certificates (NOCs) from the respective Banks.

During the year, the Company recognized a one-time settlement (OTS) benefit totalling Rs. 22,176.41 lakhs in the case of ICICI Bank (Rs. 20,140.15 lakhs) and ING Vysya Bank (Rs. 2,036.26 lakhs)

3. "The Company" has Unsecured loan Outstanding payable to Barasat Krishnagar Expressways Limited (Subsidiary of Madhucon infra-Limited (referred as "MIL")) of Rs. 9,456.74 lakhs. Against which, the company has set off the Loan amount receivable from Madhucon Infra Limited (Subsidiary of "the Company") amounting to Rs. 7,459.50 lakhs and Rs. 1,700.00 lakhs from Madhucon Toll Highways Limited (Subsidiary of MIL)totaling to Rs. 9,159.50 lakhs during the quarter ended 31st March, 2025, and shown the Net amount Payable to Barasat Krishnagar Expressways Limited as Rs. 297.24 lakhs.

4. "The Company "has written back Trade Payables amounting to Rs. 247.05 lakhs and Rs. 382.53 lakhs for the quarter ended 31st March, 2025 and Year ended 31st March, 2025.

5. "The Company"has written back Other Payables (including Interest payable) amounting to Rs. 12.99 lakhs and Rs. 1,482.71 lakhs for the quarter ended 31st March, 2025 and Year ended 31^st March, 2025 respectively.

6. "The Company" has written off advances to Other Parties amounting to Rs. 346.40 lakhs and Rs. 1705.10 lakhs for the quarter ended 31^st March, 2025 and Year ended 31^st March, 2025 respectively.

7. During the quarter ended 31^st March 2025 "the Company'' has recognized interest expense amounting to Rs.32.85 lakhs on account of delayed/outstanding trade payables to MSME. However, TDS has not been deducted on the said interest amount."

8. During the quarter, the management carried out a physical verification of certain PPE and to scrap assets comprising computers, furniture, and temporary erections with a gross block of Rs. 5,042.21 lakhs, which were disposed of for a total consideration ofRs. 0.24 lakhs. However, physical verification of other significant assets, including Plant & Machinery and Tippers & Trucks, has not been conducted during the year and as such we are not in a position to ascertain the realisable value of the same.

9. "The company" is yet to transfer unpaid dividend of an amount aggregating to Rs. 3.73 lakhs relating to Financial Years 2009-10 to 2010-11 from unpaid dividend account to Investor Education and Protection Fund (IEPF).

11. Internal Audit has not been conducted for the period 1^st April 2024 to 31st March, 2025.

12. In view of losses incurred by "the company" and in the absence of prior approval from the lender banks and financial Institutions, managerial remuneration of Rs. 128.97 Lakhs paid by the company during the year is in excess of the limits specified under section 197 read with schedule V of Companies Act, 2013.

13. "The Company" has not produced Title Deeds in respect of certain immovable properties (lands) held.

14. In case of "Ranchi Expressways Ltd (REL)", a subsidiary of MIL, CBI has filed FIR against REL, its Promoters and Directors on 12-03-2019 under Prevention of Corruption Act and Indian Penal Code. Subsequently, the Enforcement Directorate has raided the premises of "The Company" on 11-06-2021 and the Enforcement Directorate has been filed a charge sheet during December 2023 and the next date of hearing is 17-06-2025.

15. As per the press release dated 02-07-2022 and 110-2022 The Directorate of Enforcement has provisionally attached 105 immovable properties and 28 other assets worth Rs.96.21 Crore and Rs.80.65 Crore respectively belonging to Madhucon Group of companies, its directors and promoters which included the properties of Madhucon Projects Limited and group companies in a case against M/s Ranchi Expressway Ltd, under the provisions of PMLA, 2002.

16. In case of Ranchi Expressways Ltd (REL) a subsidiary of MIL, "The Hon'ble National Company Law Tribunal" (NCLT) by an order dated 22.12.2023 admitted the Corporate Insolvency resolution process (CRIP), for a petition filed by State Bank of India. Ranchi Expressways Ltd (REL) has made an appeal to "The Hon'ble NCLAT" and "The Hon'ble NCLAT" has deferred the impugned order given by NCLT and posted the final hearing to 06.06.2025.

Madhucon Projects Limited has made an Investment of Rs.1.40 lakhs and has Trade Receivables of Rs. 8,093.58 lakhs in the above subsidiary of MIL for which no provision has been made.

17. In case of M/s. Trichy-Thanjavur Expressways Limited a subsidiary of MIL, "The Hon'ble National Company Law Tribunal" (NCLT) by an order dated 22.08.2023 admitted the Corporate Insolvency resolution process (CRIP), against which "The Hon'ble NCLAT has passed an order and directed the COC to defer its proceedings till next hearing to 26.06.2025.

Madhucon Projects Limited has made an Investment of Rs.10 lakhs and advances made of Rs. 42.82 lakhs in the above subsidiary of MIL for which no provision has been made.

18. In case of Barasat - Krishnagar Expressways Limited a subsidiary of MIL, "The Hon'ble National Company Law Tribunal" (NCLT) by an order dated 28.11.2023 admitted the Corporate Insolvency resolution process (CRIP), for a petition filed by State Bank of India. Barasat- Krishnagar Expressways Limited (BKEL) has made an appeal to "The Hon'ble NCLAT" and "The Hon'ble NCLAT" has deferred the impugned order given by NCLT and posted the next hearing to 24.06.2025.

Madhucon Projects Limited has made an Investment of Rs.1.40 lakhs in the above subsidiary of MIL for which no provision has been made.

19. In the absence of confirmation of some of the Trade payables, Trade Receivables and various advances/loans, we are unable to comment on the extent to which such balances are payable/recoverable. Some of the payables to parties are shown by netting off with the other receivables.

20. Balance confirmation of current accounts, which have become Dormant, are not obtained in case of Bank Branches at various project sites.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Ind AS financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Ind AS financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Matters Relating to Going Concern

We draw attention to "Note No. 2.42" to Standalone Ind AS financial statements - "The Company's" current liabilities exceeded current assets amounting to Rs. 37,034.83 Lakhs.

All the above events indicate a material uncertainty existing that may cast a significant doubt on "The Company's" ability to continue as a going concern. However, the management believes the use of going concern assumption on the preparation of the financial statements of "the company" is still appropriate in view of settlement of dues to banks under OTS and its continuing discussions with its other lenders to obtain approval for an appropriate debt resolution plan and also, that "the company" will continue to be in operation in the foreseeable future.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Ind AS financial statements of the current period.

We have determined the matters described below to be the key audit matters to be included in our audit programme.

1) The carrying value of Equity investments held and other investments held in its subsidiaries, which have been incurring losses and in case of some of these companies, net worth was fully or substantially eroded.

How the matter was addressed in our audit:

We have examined the key controls in place for investments made in subsidiaries. We assessed the net worth of subsidiaries on the basis of latest available Ind AS financial statements. It is concluded thaftve are unable to comment upon the carrying value of Equity investments and other investments, as to whether any provision for impairment in investments is required.

In case of subsidiary, Madhucon Infrastructure Limited, the company has obtained a valuation report, based on which 50% of the investment is written off instead of writing off complete value of investment. For the balance 5 0% of the Investment no provision for impairment is made in the books of account as at 31st March, 2025.

In the case of Madurai Tuticorin Expressways Limited, a stepdown subsidiary, the company has obtained a valuation report, based on which 33.33% of the investment is written off instead of writing off complete value of investment. For the balance 66.66% of the Investment no provision for impairment is made in the books of account as at 31st March, 2025.

2) "The Company" has defaulted in repayment of dues to Banks and financial institution, a 11 the loans outstanding were classified as NPA by the Banks and Financial Institution. Interest on these loans have not been provided for the financial years 2018-19 to 2024-25.

How the matter was addressed in our audit:

The company has settled the dues in case of ICICI Bankand ING Vysya Bank through OTS and entries for the same has been passed in the books of account accordingly.

In case ofother banks*, the company has entered into OTS. {Refer Clause of Basis for Qualified Opinion).

*Other banksinclude ICICI Bank, Punjab National Bank.

In connection with our audit of the Information Other than the Standalondnd AS Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board's Report including Annexure to Board's Report, Business Responsibility Report, Corporate Governance and Shareholder's Information, but does not include the standalonelnd AS financial statement s and our auditor's report thereon.

Our opinion on the standalondnd AS financial statement s does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of standalone Ind AS 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 Ind AS financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in "the Act" with respect to the preparation of thesestandalone Ind AS financial statements that give a true and fair view of the financial position, financial performance and cash flows of"the Company " in accordancewith the Ind AS and othesecounting 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 ancfestimates 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 Ind AS financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS 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 Responsibilities for the Audit of the Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standaloiad AS 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 Ind AS 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 Act, we are also responsible for expressingour 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 management⁷s 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.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Standalone Financial Statements.

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 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 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 further 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 matter described in the Basis for Qualified Opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) Except for the possible effects of the matter described in the Basis for Qualified Opinion the Balance Sheet, Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and the statement of changes in equity dealt with by this Report are in agreement with the books of account; as per Companies (Audit and Auditors) Rules, 2014 as amended.

d) Except for the possible effects of the matter described in the Basis for Qualified Opinion, the aforesaidlnd AS financial statement s comply with the applicable Accounting Standards specified under Section 133 of the Act, read with relevant rules issued there under.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, refer to our separate report in 'Annexure B'.

g) In view of losses incurred by "the company" and in the absence of prior approval from the lender banks and financial Institutions, managerial remuneration of Rs. 128.97 Lakhs paid by the company during the year is in excess of the limits specified under section 197 read with schedule V of Companies Act,2013.

h) With respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the pending litigations which would impact its financial position in its notes to Ind AS financial statements.

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

iii. The company is yet to transfer unpaid dividend of an amount aggregating to Rs. 3.73 Lakhs relating to Financial Years 2009-10 to 2010-11 from unpaid dividend account to Investor Education and Protection Fund (IEPF).

iv. (a) 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 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 notice 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 neither declared nor paid any dividend during the year.

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended 31^st March, 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.

For P. Murali & Co., A. Krishna Kao

Chartered Accountants Partner

Firm Registration No: 007257S Membership No. 020085

UDIN: 25020085BMILFI7256

Place: Hyderabad Date: 17-05-2025