MEP Infrastructure Developers Ltd Auditor Reports

To The Members of MEP Infrastructure Developers Limited

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying standalone financial statements of MEP INFRASTRUCTURE DEVELOPERS LIMITED ("the Company"), which comprise the Balance sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flows for the year ended on that, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as the

"standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter 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 ("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, 2023 and its loss, total comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

a) The company has carried gross investment in equity and preference shares of 10 subsidiaries amounting to INR 13,264.22 Lakhs and in equity shares of 4 jointly controlled entities amounting to INR 19,161.19 Lakhs respectively aggregating INR 32,425.41 Lakhs. The management has on the basis of an internal evaluation provided for loss allowance of INR 2,431.91 Lakhs in the current year. However, in the absence of impairment analysis by an independent valuation expert, we are unable to comment on the management estimate for loss allowance amounting to INR 2,431.91 Lakhs and carrying value of INR 29,993.50 Lakhs in the standalone financial statements.

b) The company has given advances to 2 parties amounting to INR 24,378.11 Lakhs, out of which majority of the balances are outstanding for a long time. The management has on the basis of an internal evaluation provided for loss allowance of INR 1,828.36 Lakhs in the current year. However, in view of no substantive operations in the projects for which advances have been given, we are unable to comment on the management estimate for loss allowance amounting to INR 1,828.36 Lakhs and the recoverability of balance outstanding amounting to INR 22,549.75 Lakhs carried in these standalone financial statements. c) The company is carrying receivables from various subsidiaries and jointly controlled entities amounting to INR 5,896.58 Lakhs majorly on account of loans given and other receivables. In view of long outstanding receivables and in the absence of any significant recovery, we are unable to comment on the recoverability of these outstanding amounting to INR 5,896.58 Lakhs carried in these standalone financial statements.

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 Auditors 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 ICAIs Code of Ethics. We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our qualified opinion.

Emphasis of Matter

a) As depicted in Note 40 of the standalone financial statements, the company has initiated the process of dilution of investment upto 51% in its wholly owned subsidiary in April 2022, the transaction is yet to be concluded and the asset continues to be carried as "asset held for sale".

b) The company is carrying claims receivable and other receivables amounting to INR 18,687.97 Lakhs, which is long outstanding of various authorities. As depicted in Note 14 of the standalone financial statements, on account of various claims filed by company against the authorities based on the contractual provisions of the agreements, the management is confident about recovery of these outstanding balances amounting to INR 18,687.97 Lakhs.

c) The company is carrying gross investment in equity shares of 2 subsidiaries amounting to INR 4,903.98 Lakhs. As depicted in Note 5 of standalone financial statements, considering the long-term business outlook and future growth plans of the subsidiaries, the management is confident that no diminution in the value of investment is required and the same is fully recoverable.

d) The company is carrying gross investment in equity shares of 2 jointly controlled entities amounting to INR 7,419.20. As depicted in Note 47 of the standalone financial statements, the company has submitted their statement of claims to the Conciliation committee of independent experts and the management is confident that no diminution in the value of investment is required and the same is fully recoverable.

e) The company is carrying advance to creditors and related party receivables amounting to INR 855.71 Lakhs and INR 7,584.93 Lakhs respectively to various parties, which are long outstanding. The management is confident about recovery of these outstanding aggregating INR 8,440.64 Lakhs.

f) As depicted in Note 18 of the standalone financial statements, the company has defaulted in repayment of borrowings and hence account with 10 lenders have been classified as Non-Performing Asset by the lenders.

Our opinion is not modified in respect of above matters.

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. In addition to the matter described in the Basis for Qualified Opinion section, we have determined the matters described below to be the key audit matters to be communicated in our report:

Key Audit Matter	Auditors Response
Accuracy of revenue recognition in 1. respect of fixed price construction contracts involves critical estimates.	Our audit procedures on revenue recognized from fixed price construction contracts included
The Company engages in Fixed-price construction contracts, where, revenue is recognized using the percentage of completion computed as per the input method based on managements efforts or inputs to the satisfaction of a performance obligation relative to the total expected inputs to the satisfaction of that performance obligation. Refer Note 1 (xi) to the Standalone Financial Statements.	Obtaining an understanding of the contract, processes and controls implemented by management for recording and calculating revenue and the associated contract assets and contract liabilities.
	Involving Civil and Roads & Infrastructure department to assess the nature of work done and status of completion of work.
	On selected samples of contracts, we tested that the revenue recognized is in accordance with the accounting standard by Evaluating the identification of performance obligation;
We identified revenue recognition of fixed price construction contracts as a Key audit matter considering Application of revenue recognition accounting standard is complex and involves a number of key judgments and estimates including estimating the future cost-to- completion of these contracts, which is used to determine the percentage of completion of the relevant performance obligation; The revenue on contracts may also include variable consideration (variations and claims). Variable consideration is recognised when the recovery of such consideration is highly probable and
	Testing managements calculation of the estimation of contract cost and onerous obligation.
	Observed that the estimates of cost to complete were reviewed and approved by appropriate levels of management;
	Performed a retrospective review of costs incurred with estimated costs to identify significant variations and verify whether those variations have been considered in estimating the remaining costs to complete the contract; Verified the budget by technical experts of the management to review estimates of costs to complete for sample contracts; and Performed test of details including analytics to determine reasonableness of contract costs.
These contracts may involve onerous obligations on the Company that require critical estimates to be made by management.

 

Recoverability of claim receivables from 2. Government Authorities:	We assessed managements estimate regarding recoverability of the claim receivables from authorities. Our work included, but was not limited to the following procedures:
As a part of concession agreement with authority for tolling projects, the company is entitled to claim revenue loss or operating cost due to closure of tolls for various reasons as per terms of agreement during the entire tenure.
	Verified the concession agreement, with respect to nature of force majeure event and obligation of authority to reimburse the claims made by the company.
Consequently, the company has recorded claim receivables from authority amounting to INR 11,505.98 lakhs as at March 2023.
	Reviewed managements assessment of the recoverability of the claims, the policy of credit losses including the history of amounts claimed as against amounts accepted and reimbursed from various contracts at the group level.
The assessment of recoverability of the receivables requires management to make judgement and estimate to assess the uncertainty regarding claims recoverable from authority. The assessment process is considering inter alia history of amounts claimed, documentation process and requirements, potential litigation or arbitration proceedings.
	Discussed with management with respect to the estimates of timing of collection from the authorities; and relied on the workings prepared by the company forming basis for the claims filed with the authority.
	Although the management is making reasonable efforts to recover the claims, given the nature of the receivables, the delay in the settlement of claims receivables is inevitable. (Refer point b of Emphasis of Matter)
The companys disclosure about claim receivables are included in Note No 14 (Other Current Financial Assets)

 

Provisions and contingent liabilities	As part of our audit procedures we have assessed managements processes to identify new possible obligations and changes in existing obligations for compliance with IND AS 37 requirements.
3. The Company has disclosed significant open legal cases and other contingent liabilities in Note 35.
The assessment of the existence of the present legal or constructive obligation, analysis of the probability of the related payment and analysis of a reliable estimate, requires managements judgement to ensure appropriate accounting or disclosures.	We have analysed significant changes from prior periods and obtain a detailed understanding of these items and assumptions applied.
	We have obtained legal representation letters on the main outstanding legal cases.
Due to the level of judgement relating to recognition, valuation and presentation of provisions and contingent liabilities, this is considered to be a key audit matter.
	As part of our audit procedures we have reviewed minutes of board meetings, including the sub-committees.
	We have held regular meetings with management and legal counsels.
	We have assessed the appropriateness of presentation of the most significant contingent liabilities in the standalone financial statements.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises of the information included in the Management Discussion and

Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the standalone financial statements and our auditors report thereon. The above stated reports are expected to be made available to us after the date of this auditors 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 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 annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and describe actions applicable under the applicable laws and regulations.

Responsibilities of Management and Those charged with Governance for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, including other comprehensive income changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India and the Indian Accounting Standards 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 implementation and maintenance of 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 statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the goingconcern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors 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 auditors 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, whetherdue 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 managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 ourauditors report. However, future events or conditions may cause the Company to cease to continue asa 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 reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the statements of our work; and (ii) to evaluate theeffect 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 auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequencesof doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

The standalone financial statements of MEP Infrastructure Developers limited for the year ended March 31, 2022, were audited by another auditor who expressed an unmodified opinion on those statements on May 28, 2022.

Report on Other Legal and Regulatory Requirements

I. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the

Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure "A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a) We have sought and except for the matters described in Basis for Qualified Opinion section above, 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 above, 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 company does not have any branch and hence section 143(8) does not apply to the company.

d) 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.

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

f) Except for the possible effects of the matters described in the Basis for Qualified Opinion section above, in our opinion, there are no financial transactions or matters which have any adverse effect on the functioning of the company.

g) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

h) There is no adverse remark relating to the maintenance of accounts and other matters connected therewith. i) 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". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

j) With respect to the other matters to be included in the Auditors 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 explanations given to us, no remuneration has been paid by the company to its directors during the year and hence provisions of section 197 of the Act are not applicable to the company.

k) 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. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements. Refer Note 35 to the standalone financial statements.

ii. The Company does not have any long-term contracts including derivative contracts for whichthere are any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, if any, to the InvestorEducation 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 (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party

("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf ofthe Ultimate Beneficiaries; and c) Based on such 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 (a) and (b) contain any material misstatement.

v. The Company has not declared or paid any dividend during the year, therefore the provisions of section 123 of the Act is not applicable.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For GMJ & Co

Chartered Accountants

FRN: 103429W

CA Madhu Jain

Partner

M. No.: 155537

UDIN: 231555 37BGWQ GT3873

Place: Mumbai

Date: May 30, 2023

ANNEXURE - A TO THE INDEPENDENT AUDITORS REPORT ON STANDALONE IND AS FINANCIAL STATEMENTS OF MEP INFRASTRUCTURE DEVELOPERS LIMITED

(Referred to in paragraph I under "Report on Other Legal and Regulatory Requirements" section of our report to the members of MEP Infrastructure Developers Limited of even date)

To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that:

i. a)

A. The Company has maintained proper records showing full particulars including quantitativedetails and location of property, plant and equipment for the year. B. The company does not have any Intangible assets. Hence reporting under clause iii(a)(B) ofthe report is not applicable.

b) The Company has regular program of physical verification of its fixed assets by which all fixed assets are verified in a phased manner over a period of two years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified during the year. According to the information and explanations given to us no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us, the title deeds of immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee), are held in the name of the Company.

d) The company has neither revalued its PPE (including Right of Use assets) nor intangible assets or both during the year.

e) As per the information and explanation provided to us, no proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

ii. a) As per the information and explanations given to us, the inventories have been physically verified by the management at reasonable intervals during the year and no material discrepancies has beennoticed on such verification.

b) According to the information and explanations given to us, company has not obtained any working capital limit in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. Hence, reporting under clause 3(ii)(b) of the Order is not applicable. iii. According to the information and explanations given to us and on the basis of our examination of the records of the Company, during the current year, the Company has not made any investments in, provided any guarantee or security or granted secured loans to companies, firms, limited liability partnership or any other parties. The Company has not provided any unsecured loans or advances in the nature of loans to firms, limited liability partnership.

The Company has provided unsecured loans to in respect of which the requisite information is stated in sub-clause (a) below.

a)

A. Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has provided loans to subsidiaries and jointly controlled entities as below:

Particulars	Guarantees	Loans
Aggregate amount granted/provided during the year:
Subsidiaries	-	8,812.15
Jointly Controlled Entities		101.69
Balance Outstanding as at Balance sheet date in respect of cases for current and previous years:
Subsidiaries	2,03,866.63	10,396.79
Jointly controlled entities	52,562.44	1,667.36

B. Based on the audit procedures carried on by us and as per the information and explanations given to us, the Company has granted unsecured loans or advances in the nature of loans to parties other than subsidiaries and jointly controlled entities as below:

Particulars	Loans
Aggregate amount granted/provided during the year:
Others	4,677.87
Balance Outstanding as at Balance sheet date in respect of cases for current and previous years:
Others	19.43

b) According to the explanation and information given to us, the investments made, guarantees provided, security given and the terms and conditions of the grant of all loans and advances in the nature of loans and guarantees provided are, prima facie not prejudicial to the companys interest. c) According to the information and explanation given to us,

with respect to interest free loans amounting to Rs. 8,913.84 Lakhs, given by the company to its subsidiaries and jointly controlled entities, during the year, the clause for repayment of principal has been stipulated. In few cases, the principal amount has been repaid on or before the stipulated date and in other cases the same has been renewed for further period.

with respect to interest bearing loans amounting to Rs. 4,601.81 Lakhs, given by the company to other entities, during the year, the clause for repayment of principal has been stipulated. The entire loan has been repaid as on the balance sheet date.

with respect to loans and advances to employees amounting to Rs. 76.06 Lakhs, given by the company, during the year, for which the terms and conditions for the re-payment are stipulated and the repayments during the year are regular.

d) According to the information and explanation given to us, and further to clause iii(c) above, there are no amounts overdue for more than 90 days.

e) According to the information and explanation given to us, loan or advance in the nature of loan granted amounting to Rs. 12,064.15 Lakhs have fallen due during the year, has been renewed or extended and the percentage of the aggregate to the total loans or advances in the nature of loans granted during the year is as follows.

Name of parties	Aggregate amount of overdues of existing loans renewed or extended or settled by fresh loans	Percentage* of aggregate to the total loans and advances in nature of loans granted during the year
Subsidiaries	10,396.79	76.49%
Joint Controlled Entities	1,667.36	12.27%

f) 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 granted any loans either repayable on demand or without specifying any terms or period of repayment. Further, the Company has not given any advances in the nature of loans to any party during the year.

iv. In our opinion and according to the information and explanations given to us and based on the audit procedures conducted by us, the Company has complied with the provisions of Section 185 and 186 of the Act, with respect to unsecured loans granted, guarantees provided and investments made by the Company. The Company has not given any security under Section 185 and 186 of the Act.

v. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits as per the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 of the Act and the rules framed. Accordingly, paragraph 3(v) of the order is not applicable to the company. vi. We have broadly reviewed the books of account maintained by the company pursuant to the rules prescribed by the Central Government for the maintenance of cost records under section 148(1) of the Act, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the records.

vii. a) According to the information and explanations given to us and, on the basis of our examination of the records of the company, that the Company is generally regular in payment of undisputed statutory dues including Income Tax, Sales Tax, Service Tax, Goods and Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other statutory dues with the appropriate authorities. There are no outstanding dues as on the last day of the financial year for a period of more than six months from the date they become payable except mentioned below:

Name of Statue	Nature of dues	Amount
		(INR In Lakhs)
Employees ‘ State Insurance Act, 1948	Employers Contribution	1.63
The Income Tax Act, 1961	Tax deducted at Source (Salary)	116.54
The Income Tax Act, 1961	Tax deducted at Source (Non Salary)	30.00
The Income Tax Act, 1961	Interest on TDS (Salary)	8.05
The Income Tax Act, 1961	Interest on TDS (Non Salary)	21.60
The Building and Other Construction	Labour Cess	43.33
Workers Welfare Cess Act,1996

b) According to the information and explanation given to us, there are no dues of income tax, sales- tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess which have not been deposited on account on any dispute except for the following.

Name of the Statute	Nature of Dues	Amount (INR InLakhs)	Period to which the amountrelates	Forum where the Dispute ispending
Income-Tax Act-1961	Income Tax	1,647.32	2017-18	CIT(A)
Income-Tax Act-1961	Income Tax	49.28	2013-14	CIT(A)

viii. According to the information and explanations given to us, no transaction or income, not recorded inthe books of accounts, have been surrendered or disclosed as income during the year in the tax assessment under the Income Tax Act., 1961 (43 of 1961). ix. a) In our opinion and according to the information and explanation given to us, the company has defaulted in repayments of dues to financial institutions and banks during the year. Details of loansoverdue as on March 31, 2023 are given in the table below. The company does not have any loans or borrowings from the Government, and has not issued any debentures.

Particulars	Amount of default as at Balance Sheet Date		Period of Default
	Principal	Interest
From Banks
ICICI Bank	8.81	-	More than 90 days
Bank of Maharashtra	427.58	28.02	From 0 to 60 days
IDBI Bank	1,017.33	826.44	More than 90 days
Bank of India	5,486.50	756.70	More than 90 days
Deogiri Nagari Sahakari	513.80	35.99	More than 90 days
Bank
Dombivli Nagari Sahakari	12.29	25.79	From 0 to 89 days
Bank
Kalyan Janta Sahakari Bank	187.94	7.33	More than 90 days
Ambarnath Jaihind Bank	222.49	1.37	More than 90 days
Thane Janata Sahakari Bank	1,749.66	170.78	More than 90 days
Axis Bank	8.33	-	More than 90 days
Federal Bank	62.46	-	From 0 to 60 days
Raigad Bank		5.35	From 0 to 60 days
HDFC Bank	11.29		From 0 to 60 days
Sub-Total	9,708.48	1857.77
From Financial Institutions
Srei Equipment Finance Ltd	551.96	316.02	More than 90 days
Mahindra & Mahindra	2.23	-	More than 90 days
Financial Services Ltd
Tata Motors	9.51	-	From 0 to 60 days
Sub-Total	563.70	316.02
Total	10,272.18	2,173.79

b) 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 been declared a willful defaulter by any bank or financial institution or government or government authority.

c) In our opinion and according to the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

d) According to the information and explanations given to us, the funds raised on short term basis have not been utilised for long term purposes.

e) According to the information and explanations given to us, the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates orjoint ventures. f) According to the information and explanation given to us, the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

x. a) According to the information and explanations given to us and on the basis of examination of records of the Company, the company has not raised any money by way of initial public offer or further public offer during the year. Hence the reporting requirement under clause 3(x)(a) is not applicable to the company.

b) According to the information and explanations given to us and on the basis of examination of records of the Company, the company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year. Hence the reporting requirement under clause 3(x)(b) is not applicable to the company.

xi. a) According to the information and explanation given to us, no fraud on or by the company, by its officers and employees has been noticed or reported during the course of our audit.

b) According to the information and explanations given to us, during the year, no report U/s 143(12)of the Companies Act, 2013 has been filed by secretarial auditor, Cost auditor or by Statutory auditors in Form ADT 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

c) According to the information and explanation given to us, no whistle-blower complaints have been received during the year by the company.

xii. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of Clause

3(xii)(a) to 3(xii)(c) of the order are not applicable to the Company and hence not commented upon.

xiii. According to the information and explanations given to us and based on our examination of records of the Company, the transactions entered with related parties are in compliance with provisions of section 177 and 188 of the Act, where applicable and the details of such transactions are disclosed in the Standalone Financial Statements as required by the applicable accounting standards.

xiv. a) According to the information and explanation given to us, the company has an internal auditsystem commensurate with the size and nature of its business.

b) The reports of the Internal Auditors of the company issued till date for the period under audit were considered by us.

xv. In our opinion and according to the information and explanations given to us and based on our examination of records of the Company, the Company during the year has not entered into any non- cash transactions with directors or persons connected with the directors covered under the provisions of sec 192 of the Act and accordingly the provisions of clause (xv) of the Order are not applicable to the Company. xvi. a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act1934. Accordingly, clause 3(xvi)(a) and (xvi)(b) of the Order is not applicable.

c) According to the information and explanation given to us, the company is not a Core Investment Company (CIC) as defined in the regulations made by the RBI. Hence the clause 3(xvi)(c )of the Report is not applicable.

d) The company is not part of any Group. Accordingly, the requirements of clause 3(xvi)(d) are not applicable.

xvii. According to the information and explanation given to us, the company has incurred cash losses in the current and immediately preceding financial year. The amount of cash losses incurred during theyear is INR 2,728.51 Lakhs (previous year: INR 545.45 Lakhs)

xviii. According to the information and explanation given to us, there is no resignation of the statutory auditors during the year.

xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, total liabilities exceeds the total assets maturing within one year from the balance sheet date. These facts cause us to believe that there exists material uncertainty as on the date of the audit report that company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.

xx. a) According to the information and explanation given to us, there are no unspent amount in respect of other than ongoing projects which are required to be transferred to a Fund specified in Schedule VII to the Companies Act, within a period of 6 months of the expiry of the financial year in compliance with second proviso to Sec 135 (5) of the said Act.

b) According to the information and explanation given to us, there are no unspent amounts in respect of ongoing project which are required to be transferred to special account in compliance with the provision under section 135(6) of the said Act.

For GMJ & Co

Chartered Accountants

FRN: 103429W

CA Madhu Jain

Partner

M. No.: 155537

UDIN: 231555 37BGWQ GT3873

Place: Mumbai

Date: May 30, 2023

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT ON STANDALONE IND AS FINANCIAL STATEMENTS OF MEP INFRASTRUCTURE DEVELOPERS LIMITED

(Referred to in paragraph 1 (i) under ‘Report on Other Legal and Regulatory Requirements section of our report to the members of MEP Infrastructure Developers Limited of even date)

Report on the Internal Financial Controls with reference to Standalone Financials Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

("the Act")

We have audited the internal financial controls with reference to standalone financial statements of MEP INFRASTRUCTURE DEVELOPERS LIMITED ("the Company") as of March 31, 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

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

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over

Financial Reporting (the "Guidance Note") issued by the ICAI and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to standalone financial statements.. 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 with reference to standalone financial statements 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 with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to standalone financial statements, 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 auditors judgment, including the assessment of the risks of material misstatement of the financial Statements, whether due to fraud or error.

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

Meaning of Internal Financial Controls with reference to standalone financial statements

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

Inherent Limitations of Internal Financial Controls with reference to Standalone Financial Statements

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 with reference to standalone financial statements to future periods are subject to the risk that the internal financial control with reference to standalone financial statements 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, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2023, based on the criteria for internal financial control with reference to standalone financial statements established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For GMJ & Co

Chartered Accountants

FRN: 103429W

CA Madhu Jain

Partner

M. No.: 155537

UDIN: 231555 37BGWQ GT3873

Place: Mumbai

Date: May 30, 2023