We have audited the accompanying Standalone Financial
Statements of PNC Infratech 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 ended on that
date, and notes to the Standalone Financial Statements
including a summary of material accounting policies and
other explanatory information (hereinafter referred to as "the
Standalone Financial Statements"), which includes 3 Joint
Operations accounted on proportionate basis as stated in
Annexure-1.

In our opinion and to the best of our information and
according to the explanations given to us, and based on the
consideration of reports of the other auditors on separate
financial statements of the Joint Operations referred to in
the Other Matter section below, 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 ("Ind AS") prescribed under section
133 of the Act and other accounting principles generally
accepted in India, of the state of affairs of the Company as
at March 31, 2025 and its profit and other comprehensive
income, changes in equity and its cash outflows for the year
ended on that date.

BASIS FOR OPINION

We conducted our audit of the Standalone Financial
Statements in accordance with the Standards on Auditing
("SAs") specified under Section 143(10) of the Act. Our
responsibilities under those Standards are further described
in the Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements section of our report. We
are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants
of India ("ICAI") together with the ethical requirements
that are relevant to our audit of the Standalone Financial
Statements under the provisions of the Act and the Rules

made thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements
and the ICAI’s Code of Ethics. We believe that the audit
evidence obtained by us and the audit evidence obtained by
the other auditors in terms of their reports referred to in the
Other Matters section below, is sufficient and appropriate
to provide a basis for our audit opinion on the Standalone
Financial Statements.

EMPHASIS OF MATTER

We draw attention to Note No.60 of Standalone Financial
Statement regarding disqualification/debarment of
Company and its two SPVs by MoRTH for participation in
bids issued by them. The anticorruption wing of CBI had
registered FIR against Company, and its two directors along
with its few employees on 8th June 2024 U/s. 7 to 12 of
Prevention of Corruption Act 1988 and section 120B of IPC.
Based on FIR, the Ministry of Road Transport and Highways
(MORTH) had debarred Company and its two SPV for bidding
in its tenders for one year from 18th October 2024.

On filling the appeal against the Order by Company with Delhi
High Court, the Delhi High Court had dismissed company
and its two SPV writ petitions challenging the order dated
18.10.2024 of MORTH. In further appeal of company and
its two SPVs, the division bench of Delhi High Court had
directed the MORTH in its order dated 19th December
2024 to consider the contents in writ petition and Letters
Patent Appeals (LPAs) filed by the company and its SPVs
uninfluencedly by any observations/findings. In pursuant to
the order of division bench of Delhi High Court, the MORTH
in its order dated 06.02.2025 had reduced the debarment
period for bidding in its tender process from one year to
four months. The said debarment period was over on 17th
February 2025. The matter is pending before CBI Court
Bhopal.

KEY AUDIT MATTERS

Key audit matters 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. We have determined the
matters described below to be the key audit matters to be
communicated in our report.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS
AND AUDITOR'S REPORT THEREON

The Company’s Board of Directors are 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 & Sustainability Report
and Report on Corporate Governance and Shareholder’s
information, but does not include the Financial Statements
and our auditor’s report thereon.

Our opinion on the Standalone Financial Statements does
not cover the other information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial
Statements, our responsibility is to read the other information
and, in doing so, consider whether the other information
is materially inconsistent with the Standalone Financial
Statements or our knowledge obtained during the course of
our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that
there is a material misstatement of this other information,
we are required to report that fact. There is no material
misstatement observed during the audit by us, therefore we
have nothing to report in this matter

RESPONSIBILITIES OF THE MANAGEMENT AND THOSE
CHARGED WITH GOVERNANCE FOR THE STANDALONE
FINANCIAL STATEMENTS

The Company’s Board of Directors are 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 the assets of the Company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation
and presentation of the Standalone Financial Statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements,
Management and Board of Directors are 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 Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic
alternative but to do so.

The Company’s Board of Directors are responsible for
overseeing the Company’s financial reporting process.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE
STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about
whether the Standalone Financial Statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with 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 aggregate, they
could reasonably be expected to influence the economic
decisions of users taken based on 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 control
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under
Section 143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls with reference to
the standalone financial statements in place and the
operating effectiveness of such controls.

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

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

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

• Obtain sufficient appropriate audit evidence regarding
the financial information of the Company and its Joint
Operations to express an opinion on the Standalone
Financial Statements. We are responsible for the
direction, supervision and performance of the audit of
the financial statements of such entities or business
activities included in the Standalone Financial
Statements of which we are the independent auditors.
For the other entities or business activities included
in the Standalone Financial Statements, which have
been audited by the other auditors, such other auditors
remain responsible for the direction, supervision and
performance of the audits carried out by them. We
remain solely responsible for our audit opinion.

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.

OTHER MATTER

We did not audit the financial information of 3 Joint
Operations included in the Standalone Financial Statements
of the Company, whose financial information reflect total
assets of Rs.93,621.31 lakhs as at March 31, 2025, total

revenue of Rs.76,842.17 lakhs and net cash outflows of
Rs.123.06 lakhs for the year ended March 31, 2025 as
considered in the Standalone Financial Statements. The
financial information of these Joint Operations has been
audited by the other auditors whose reports have been
furnished to us by the Management of the Company, and our
opinion insofar as it relates to the amounts and disclosures
included in respect of these Joint Operations and our report
in terms of Section 143(3) of the Act, insofar as it relates to
the aforesaid Joint Operations, is based solely on the reports
of such other auditors and the procedures performed by us
as stated under Auditor’s Responsibilities section above.

Our opinion on the Standalone Financial Statements and
our report on other legal and regulatory requirement below,
are not modified in respect of above matter with respect to
our reliance on the work done and the reports of the other
auditors.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order,
2020 ("the Order") issued by the Central Government of
India in terms of Section 143(11) of the Act, we give in
the "Annexure A" a statement on the matters specified
in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our
audit and based on the consideration of the reports of
other auditors on the separate financial information of
the Joint Operations referred to in Other Matter section
above we report that:

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

b) In our opinion, proper books of account as
required by law have been kept by the Company
and its Joint Operations so far as it appears from
our examination of those books and the report of
the other auditors.

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

d) In our opinion, the aforesaid Standalone Financial
Statements comply with the Ind AS specified
under Section 133 of the Act.

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

f) With respect to the adequacy of the internal
financial controls with reference to the standalone
financial statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in "Annexure B". Our report
expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company’s
internal financial controls with reference to the
standalone financial statements.

g) 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 in our opinion and to the best of our
information and according to the explanation
given to us, the remuneration paid / provided by
the Company to its directors during the year is in
accordance with the provisions of section 197 of
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,
2014, as amended in our opinion and to the best of
our information and according to the explanations
given to us:

i. The Company has disclosed the impact
of pending litigations as at March 31, 2025
on its financial position in its Standalone
Financial Statements. Refer note 41 to the
Standalone Financial Statements.

ii. The Company has long-term contracts for
which there were no material foreseeable
losses as at March 31, 2025. Further, the
Company did not have any outstanding

derivative contracts as at March 31 9095

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

iv. (a) The Management has represented to

us that, to the best of its knowledge and
belief, no funds have been advanced
or loaned or invested (either from
borrowed funds or share premium or
any other sources or kind of funds)
by the Company to or in any other
persons or entities, including foreign
entities ("Intermediaries"), with the
understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, whether, directly
or indirectly lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiaries")
or provide any guarantee, security
or the like on behalf of the Ultimate
Beneficiaries;

(b) The Management has represented to
us that, to the best of its knowledge
and belief no funds have been
received by the Company from any
persons or entities, including foreign
entities ("Funding Parties"), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall, whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries;

(c) Based on our audit procedure
conducted that have been considered
reasonable and appropriate in the
circumstances, nothing has come to
our notice that cause us to believe that
the representation under sub-clause (i)
and (ii) of Rule 11 (e), as provided under