1. We have audited the accompanying standalone financial statements of Supreme Infrastructure India Limited('the Company'), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss(including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity forthe year then ended, and a summary of the significant accounting policies and other explanatory information(hereinafter referred to as "the Standalone Financial Statements”).
2. In our opinion and to the best of our information and according to the explanations given to us, except forthe possible effects of the matters described in the Basis for Qualified Opinion section of our report, theaforesaid standalone financial statements give the information required by the Companies Act, 2013 ('Act') inthe manner so required and give a true and fair view in conformity with the accounting principles generallyaccepted in India including Indian Accounting Standards ('Ind AS') specified under section 133 of the Act, ofthe state of affairs (financial position) of the Company as at March 31, 2025, and its loss (financial performanceincluding other comprehensive income), its cash flows and the changes in equity for the year ended on thatdate.
Basis for Qualified Opinion
3. As stated in :
i. Note 11.3 to the accompanying standalone financial statements, the Company's trade receivables and othercurrent assets as at March 31, 2025 include trade receivables amounting to ^ 75,814.87 lakhs and unbilledrevenue amounting ^ 454 lakhs & other receivable amounting ^ 611.02 lakhs respectively, which have beenoutstanding for a substantial period (including receivables in respect of projects closed/substantially closed/disputed dues). Management has assessed that no expected credit loss (ECL) adjustments are required to thecarrying value of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109,'Financial Instruments' considering no movement and the long period of outstanding. Consequently, in theabsence of sufficient and appropriate evidence to support the management's contention of recoverabilityof these overdue amounts and balance confirmations, we are unable to comment upon the adjustments, ifany, that are required to the carrying value of trade receivables and other current assets, and consequentialimpact, if any, on the accompanying standalone financial statements. The audit Opinion on the Company'sstandalone financial Statement for the previous year ended March 31, 2024 was also modified in respect ofthis matter.
ii. Note 4.4 to the accompanying Standalone financial Statements, the Company's non-current investments andtrade receivable as at March 31, 2025 include non-current investments in one erstwhile Subsidiary Company,Supreme Infrastructure BOT Private Limited ('SIBPL') and trade receivables from step down subsidiaries ofthe said Company amounting to ^ 142,556.84 lakhs and ^ 2,142.63 lakhs respectively. On May 22, 2024,SIBPL has been admitted to Corporate Insolvency Resolution Process ("CIRP”) on an application filed byone of the financial creditors of SIBPL pursuant to which the Company has lost control over the SIBPL andaccordingly SIBPL has ceased to be a subsidiary Company. The SIBPL has significant accumulated losses,and its consolidated net-worth is fully eroded. Further, the said Company is facing liquidity constraints dueto which it may not be able to realise projections as per the approved business plans. The management hasconsidered such balances as fully recoverable and assessed that no adjustments are required to the carryingvalue of the aforesaid balances, which is not in accordance with the requirements of Ind AS 109, 'FinancialInstruments'. In the absence of sufficient appropriate evidence to support the management's assessmentas above, erosion in consolidated net worth due to accumulated losses in SIBPL, and since the it is under
CIRP and other relevant alternate evidences, we are unable to comment upon adjustments, if any, that maybe required to the carrying values of these non-current investments and trade receivables from step downsubsidiaries of SIBPL and the consequential impact on the accompanying standalone financial statements.The audit opinion on the Company's standalone financial Statement for the previous year ended March 31,
2024 was also modified in respect of this matter.
iii. Note 4.5 to the accompanying standalone financial Statements, the Company's non-current investments,trade receivable and other current assets as at March 31, 2025 include investments in one erstwhileSubsidiary Company, Supreme Panvel Indapur Tollways Private Limited ("SPITPL”) and trade receivable andunbilled revenue from erstwhile Subsidiary Company amounting to ^ 15,677.22 lakhs, ^ 3,814.66 lakhsand ^ 3,201.67 lakhs respectively. National Highways Authority of India ("NHAI”) had issued an intent toterminate notice to this Company, the said notice has been subsequently stayed by order of the Hon'bleHigh Court of Delhi and the matter has been referred to arbitral tribunal in order to adjudicate the disputebetween the parties. In terms of the order passed by the Hon'ble Arbitral Tribunal dated March 10, 2023 infurtherance to the Hon'ble Apex Court directions dated February 7, 2023, this Company and NHAI havebeen directed to explore mutual conciliation under policy of NHAI, which are currently ongoing as informedby the management. Meanwhile, On August 30, 2024, SPITPL has been admitted to Corporate InsolvencyResolution Process ("CIRP”) on an application filed by one of the financial creditors of SPITPL pursuant towhich the Company has lost control over the SPITPL and accordingly SPITPL has ceased to be a subsidiarycompany. The management has considered these non-current investments, trade receivable and other currentassets as fully recoverable and has assessed that no adjustments are required to the carrying value of theaforesaid balances, which is not in accordance with the requirements of Ind AS 109, 'Financial Instruments'.In the absence of sufficient and appropriate evidence to support the management's assessment as above,the Company being admitted under CIRP, stoppage of operations and non recognition of trade payable toholding Company in books of this company, also considering the fact that NHAI has appointed new vendorto complete the remaining work of the ongoing project, no cash flows due to the aforesaid termination noticeand matter currently under arbitration, we are unable to comment upon impact of adjustments, that may berequired to the carrying values of these non-current investments, trade receivables and other current assetsand the consequential impact on the accompanying standalone financial statements. The audit opinion onthe Company's standalone financial Statement for the previous year ended March 31, 2024 was also modifiedin respect of this matter.
iv. Note 18.4 to the accompanying standalone financial Statements, the Company's current borrowings as atMarch 31, 2025 include balance amounting to ^ 28,188.73 Lakhs (Principal Amount), in respect of whichconfirmations/statements from the respective banks/lenders have not been received. Further, in respectof certain loans where principal balance has been confirmed from the confirmations issued by the lenders,the interest accrued amounting ^ 5,25,938.04 Lakhs included in Other financial liabilities as on March 31,
2025 and Margin Money amounting to ^ 137.66 lakhs included in other non-current assets as on March 31,2025 have not been confirmed by banks/lenders. In cases where banks/lenders have given confirmationfor interest outstanding, differences are noticed in the balances since Banks/lenders have stopped accrualof interest as the accounts of the Company are classified as NPA in their books. In the absence of suchconfirmation from banks/lenders or sufficient and appropriate alternate audit evidence for differences, weare unable to comment on the adjustments and changes in results and classification of balances in accordancewith the principle of Ind AS 1, presentation of financial statements, that may be required to carrying value ofthe aforementioned balances in the accompanying standalone financial statement. The audit Opinion on theCompany's standalone financial Statement for the previous year ended March 31, 2024 was also modified inrespect of this matter.
v. Note 40 to the accompanying standalone financial Statements regarding non compliances with the followingrequirements of the Act towards which the Company has not provided for penalty in its Standalone financialstatements. Further, the additional impact if any, on the financial statements is presently not ascertainable.
Filing of annual return and annual accounts for the financial years ended March 31, 2024, in accordance withthe requirements of section 92(1) and 137 of the Act.
4. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of theAct. Our responsibilities under those standards are further described in the Auditor's Responsibilities for theAudit of the standalone Financial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) togetherwith the ethical requirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the rules there under, and we have fulfilled our other ethical responsibilitiesin accordance with these requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our qualified opinion.
Material Uncertainty Related to Going Concern
5. We draw attention to Note 38 to the accompanying standalone financial Statements, which indicates that theCompany has incurred a net loss of ^ 1,42,625.83 lakhs during the year ended March 31 2025 and, has alsosuffered losses from operations during the preceding financial years, the Company's accumulated losses amountsto ^ 6,79,064.12 lakhs and its current liabilities exceeded its current assets by ^ 7,87,539.06 lakhs and hasdefaulted in repayment of principal and interest in respect of its borrowing outstanding as at March 31, 2025. Theabove factors indicate that a material uncertainty exists that may cast significant doubt on the Company's ability tocontinue as a going concern. However, based on approval of Scheme of Arrangement under Sections 230 to 232of the Companies Act, 2013 by National Company Law Tribunal, Mumbai Bench dated March 28, 2025 as statedin Note 3 of the accompanying standalone financial statement, future business continuity and growth prospects,exit of financial creditors on implementation of above scheme, equity infusion by the promoters & investorsand other mitigating factors mentioned in the aforementioned note including steps taken by the Company forimplementation of the scheme, management is of the view that going concern basis of accounting is appropriate.
The above assessment of the Company's ability to continue as going concern is by its nature considered as a keyaudit matter in accordance with SA 701. In relation to the above key audit matter, our audit work included, butwas not limited to, the following procedures:
i. Obtained an understanding of the management's process for identifying all events or conditions that maycast significant doubt over the company's ability to continue as a going concern and a process to assessthe corresponding mitigating factors existing against each such event or condition. Also, obtained anunderstanding around the methodology adopted by the Company to assess their future business performanceincluding the preparation of a cash flow forecast for the business.
ii. Evaluated the design and tested the operating effectiveness of key controls around aforesaid identificationof events or conditions and mitigating factors, and controls around cash flow projections prepared by themanagement.
iii. We obtained from the management, its projected cash flows for the next twelve months basis their futurebusiness plans.
iv. Assessed the methodology used by the management to estimate the cash flow projections including theappropriateness of the key assumptions in the cash flow projections for next 12 months by considering ourunderstanding of the business, past performance of the Company, external data and market conditions apartfrom discussing these assumptions with the management and the Audit Committee.
v. Tested mathematical accuracy of the projections and applied independent sensitivity analysis to the keyassumptions mentioned above to determine and ensure that there was sufficient headroom with respect tothe estimation uncertainty impact of such assumptions on the calculations.
Our opinion is not modified in respect of this matter.
Emphasis of Matter
6. As stated in Note 30.1 to the accompanying standalone financial statements regarding corporate guarantees bythe Company to various lenders of its subsidiary/group companies amounting to ^ 1,53,315.69 lakhs as on March31, 2025 against their borrowings. These Companies have defaulted in repayment of their borrowings. However,the Company has not recognised financial liability for these corporate guarantees due to defaults in repaymentby subsidiary/group companies. Management has assessed that there is no liability required to be recognised inrespect of above due to reason that none of the lenders have invoked any of the above guarantees, they are alsoa part of Scheme of Arrangement as stated in Note 3 of the accompanying standalone financial statement andstand still clause in relation to facilities granted is also one of the conditions of Inter Creditor Agreement (ICA).
Our report is not qualified in respect of this matters.
Key Audit Matter
7. Key audit matters are those matters that, in our professional judgment, were of most significance in our auditof the standalone financial statements of the current period. These matters were addressed in the context ofour audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do notprovide a separate opinion on these matters.
8. In addition to the matters described in the Basis for Qualified Opinion and Material Uncertainty Related to GoingConcern sections, we have determined the matter described below to be the key audit matter to be communicatedin our report.
Key audit matter
How our audit addressed the key audit matter
Recognition of contract revenue, margin and contract costs
The Company's revenue primarily arises from constructioncontracts which, by its nature, is complex given the significantjudgements involved in the assessment of current and futurecontractual performance obligations.
Effective 1 April 2018, the Company has adopted Ind AS115 ‘Revenue from Contracts with Customers' using thecumulative catch-up transition method. Accordingly, theCompany recognizes revenue and margins based on thestage of completion which is determined on the basis ofthe proportion of value of goods or services transferred asat the Balance Sheet date, relative to the value of goods orservices promised under the contract. All the projects ofthe Company satisfy the criteria for recognition of revenueover time (using the percentage of completion method) sincethe control of the overall asset (property/ site / project) lieswith the customer who directs the Company. Further, theCompany has assessed that it does not have any alternateuse of these assets.
The recognition of contract revenue, contract costs andthe resultant profit/loss therefore rely on the estimates inrelation to forecast contract revenue and the total cost.These contract estimates are reviewed by the managementon a periodic basis. In doing so, the management is requiredto exercise judgement in its assessment of the valuation ofcontract variations and claims and liquidated damages aswell as the completeness and accuracy of forecast coststo complete and the ability to deliver contracts withincontractually determined timelines. The final contract valuescan potentially be impacted on account of various factorsand are expected to result in varied outcomes.
Our audit of the recognition of contract revenue, margin andrelated receivables and liabilities included, but were not limited to,the following:
• Evaluated the appropriateness of the Company's revenuerecognition policies;
• Assessed the design and implementation of key controls overthe recognition of contract revenue and margins, and testedthe operating effectiveness of these controls;
• For a sample of contracts, tested the appropriateness ofamount recognized by evaluating key management judgementsinherent in the forecasted contract revenue and costs tocomplete that drive the accounting under the percentage ofcompletion method, including
- reviewed the contract terms and conditions;
- evaluated the identification of performance obligation ofthe contract
- evaluated the appropriateness of management'sassessment that performance obligation was satisfiedover time and consequent recognition of revenue usingpercentage of completion method.
- tested the existence and valuation of claims and variationswithin contract costs via inspection of correspondencewith customers;
- obtained an understanding of the assumptions applied indetermining the forecasted revenue and cost to complete;
Changes in these judgements, and the related estimatesas contracts progress can result in material adjustments torevenue and margins. As a result of the above judgments,complexities involved and material impact on the relatedstandalone financial statement elements, this area has beenconsidered a key audit matter in the audit of the standalonefinancial statements.
- assessed the ability of the Company to deliver contractswithin budgeted timelines and exposures, if any, toliquidated damages for late delivery; and
• Assessed that the disclosures made by the management are inaccordance with applicable accounting standards.
Evaluation of Contingent Liabilities
The Company has material uncertain positions includingmatters under dispute which involves significant judgmentto determine the possible outcome of these disputes.Contingent liabilities are not recognized in the StandaloneFinancial Statements but are disclosed unless the possibilityof an outflow of economic resources is considered remote.Contingent liabilities disclosed are in respect of items whichin each case are above the threshold limit.
The following audit procedures were carried out in this regard:
• We examined sample items above the threshold limit fordetermination of contingent liabilities and obtained details ofcompleted Income tax assessment, service tax assessment,disputed GST liability, corporate guarantees given by thecompany as well as other disputed claims against the companyas on March 31, 2024. The company has obtained opinion fromtax consultants in various disputed matters. We have reliedupon such opinions and litigation history where the companyhas concluded that possibility of cash outflow is remote whilepreparing its Standalone Financial Statements.
• We have assessed the Management's underlying assumptionsin estimating the possible outcome of such disputed claims/cases against the company, based on records and judicialprecedents made available.
9. The Company's Board of Directors is responsible for the other information. The other information comprises theinformation included in the Annual Report, but does not include the standalone financial statements and ourauditor's report thereon. The Annual Report is expected to be made available to us after the date of this auditor'sreport.
Our opinion on the standalone financial statements does not cover the other information and we will not expressany form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the otherinformation identified above when it becomes available and, in doing so, consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledge obtained in the audit orotherwise appears to be materially misstated.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are requiredto communicate the matter to those charged with governance.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
10. The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act withrespect to the preparation of these standalone financial statements that give a true and fair view of the stateof affairs (financial position), profit or loss (financial performance including other comprehensive income),changes in equity and cash flows of the Company in accordance with the accounting principles generallyaccepted in India, including the Ind AS specified under section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and other irregularities; selectionand application of appropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design, implementation and maintenance of adequate internal financial controls, that wereoperating effectively for ensuring the accuracy and completeness of the accounting records, relevant to thepreparation and presentation of the standalone financial statements that give a true and fair view and are freefrom material misstatement, whether due to fraud or error.
11. In preparing the standalone financial statements, management is responsible for assessing the Company'sability to continue as a going concern, disclosing, as applicable, matters related to going concern and using thegoing concern basis of accounting unless management either intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
12. Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor’s Responsibilities for the Audit of the standalone Financial Statements
13. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as awhole are free from material misstatement, whether due to fraud or error, and to issue an auditor's reportthat includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that anaudit conducted in accordance with Standards on Auditing will always detect a material misstatement whenit exists. Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on the basisof these standalone financial statements.
14. As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintainprofessional 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 auditevidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detectinga material misstatement resulting from fraud is higher than for one resulting from error, as fraud mayinvolve 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 proceduresthat are appropriate in the circumstances. Under section 143(3)0) of the Act, we are also responsible forexpressing our opinion on whether the company has adequate internal financial controls system in placeand the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand 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 orconditions that may cast significant doubt on the Company's ability to continue as a going concern. Ifwe conclude that a material uncertainty exists, we are required to draw attention in our auditor's reportto 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 ourauditor's report. However, future events or conditions may cause the Company to cease to continue as agoing concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, includingthe disclosures, and whether the standalone financial statements represent the underlying transactionsand events in a manner that achieves fair presentation.
15. We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that weidentify during our audit.
16. We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters thatmay reasonably be thought to bear on our independence, and where applicable, related safeguards.
17. From the matters communicated with those charged with governance, we determine those matters that were ofmost significance in the audit of the standalone financial statements of the current period and are therefore thekey audit matters. We describe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
18. As required by the Companies (Auditor's Report) Order, 2020 ('the Order') issued by the Central Government ofIndia in terms of section 143(11) of the Act, we give in the Annexure 1 a statement on the matters specified inparagraphs 3 and 4 of the Order.
19. as required by section 143(3) of the Act, we report that:
a) we have sought and except for the possible effects of the matters described in the Basis for Qualified Opinionsection, obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purpose of our audit;
b) except for the possible effects of the matters described in the Basis for Qualified Opinion section, in ouropinion, proper books of account as required by law have been kept by the Company so far as it appears fromour examination of those books;
c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including Other ComprehensiveIncome, the Standalone Statement of Cash Flow and Standalone Statement of Changes in Equity dealt withby this Report are in agreement with the relevant books of account.
d) except for the possible effects of the matters described in the Basis for Qualified Opinion section, in ouropinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of theAct;
e) On the basis of the written representations received from the directors as on March 31 2025 taken on recordby the Board of Directors, none of the directors is disqualified as on March 31 2025 from being appointed asa director in terms of Section 164 (2) of the Act.
f) The qualification relating to maintenance of accounts and other matters connected therewith are as stated inthe Basis for Qualified Opinion paragraph.
g) With respect to the adequacy of the internal financial controls over financial reporting of the Company andthe operating effectiveness of such controls, refer to our separate Report in Annexure 2. Our report expressesa modified opinion on the adequacy and operating effectiveness of the Company's internal financial controlswith reference to Standalone Financial Statements.
h) The Company has not paid or provided for any managerial remuneration during the year. Accordingly,reporting under section 197(16) of the Act is not applicable.
i) with respect to the other matters to be included in the Auditor's Report in accordance with rule 11 of theCompanies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our informationand according to the explanations given to us:
i. the Company, as detailed in Notes 4.4, 4.5 11.3, 18.5, 18.8, 30(A)(i), 30(A)(iii), 30(A)(iv) to the standalonefinancial statements, has disclosed the impact of pending litigations on its financial position as at 31March 2025.
ii. except for the possible effects of the matters described in the Basis for Qualified Opinion section, theCompany has made provision, as required under the applicable law or Ind AS, for material foreseeablelosses, if any, on long-term contracts including derivative contracts;
iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Educationand Protection Fund by the Company during the year ended 31 March 2025;
iv. 1. 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 othersources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreignentities ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, thatthe Intermediary shall, whether, directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries”) orprovide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
2. The Management has represented, that, to the best of its knowledge and belief, no funds havebeen received by the company from any person(s) or entity(ies), including foreign entities ("FundingParties”), 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 mannerwhatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee,security or the like on behalf of the Ultimate Beneficiaries; and
3. Based on such audit procedures that we have considered reasonable and appropriate in thecircumstances; nothing has come to our notice that has caused us to believe that the representationsunder sub-clause (i) and (ii) of Rule 11(e), as provided under (1) and (2) above, contain any materialmis-statement.
v. Dividend is neither declared nor paid during the year by the Company and therefore compliance withSection 123 of the Companies Act, 2013 is not applicable for current financial year.
vi. Based on our examination which included test checks, the Company has used an accounting softwarefor maintaining its books of account which has a feature of recording audit trail (edit log) facility and thesame has operated throughout the year for all relevant transactions recorded in the software and theaudit trail has been preserved by the Company as per the statutory requirements for record retention.Further, during the course of our audit we did not come across any instance of audit trail feature beingtampered with.
Chartered AccountantsFirm Registration No: 101569W
Partner
Membership No: 109386UDIN: 25109386BMLWZQ6063
Place: MumbaiDate: 09/07/2025