1. We have audited the accompanying financial
statements of RDB INFRASTRUCTURE AND POWER
LIMITED (formerly known as RDB REALTY &
INFRASTRUCTURE LIMITED) ("the Company"), which
comprise the Balance Sheet as at 31st March 2025,
the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Cash Flows
, the Statement of Changes in Equity and notes to the
financial statements for the year ended on that date
including a summary of significant accounting policies
and other explanatory information (herein after
referred to as "Financial Statements").

In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid 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 accounting principles generally
accepted in India, of the state of affairs of the
Company as at March 31, 2025, its profit (including
Other Comprehensive Income), changes in equity and
its cash flows for the year ended on that date.

Basis for Opinion

2. We conducted our audit 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 Financial
Statements section of our report. We are independent
of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of
India together with the ethical requirements that are
relevant to our audit of the financial statements under
the provisions of the Act and the Rules thereunder,
and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code
of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a
basis for our opinion.

Key Audit Matters

3. Key Audit Matters are those matters that, in our
professional judgment, were of most significance in
our audit of the financial statements of the current
period. These matters were addressed in the context
of our audit of the 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.

Other Information

4. The Company's Board of Directors is responsible for the
other information. The other information comprises
the information included in the Management
Discussion and Analysis; Board's Report including
Annexures to Board Report, Corporate Governance
and Shareholders' Information but does not include
the financial statements and our auditor's report
thereon. The aforesaid documents are expected to be
made available to us after the date of this auditor's
report.

5. Our opinion on the financial statements does not
cover the other information and we do not express
any form of assurance conclusion thereon.

6. In connection with our audit of the financial
statements, our responsibility is to read the other
information when it becomes available and, in
doing so, consider whether the other information is
materially inconsistent with the financial statements
or our knowledge obtained in the audit, or otherwise
appears to be materially misstated.

7. When we read the aforesaid documents, if we
conclude that there is a material misstatement
therein, we are required to communicate the matters
to those charged with governance.

Management's Responsibility for the Financial Statements

8. The Company's 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 financial statements that give a true and fair
view of the financial position, financial performance,
changes in equity and cash flows of the Company
in accordance with the accounting principles
generally accepted in India, including the 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 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.

9. In preparing the financial statements, management

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

10. The Board of Directors are also responsible for
overseeing the company's financial reporting process.

Auditor's Responsibility for the Audit of the Financial

Statements

11. Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that
includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit
conducted in accordance with 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 financial
statements.

12. 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 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.

• Obtained an understanding of internal control
relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under Section 143(3) (i) of the
Companies Act, 2013, we are also responsible for
expressing our opinion on whether the company
has 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
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 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 financial

statements, including the disclosures,
and whether the financial statements
represent the underlying transactions

and events in a manner that achieves fair
presentation.

13. 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.

14. 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.

15. From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the 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 matters or when 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.

16. Materiality is the magnitude of misstatements in
the 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 results of our work; and (ii) to evaluate the effect
of any identified misstatements in the financial
statements.

Report on Other Legal and Regulatory Requirements

17. As required by the Companies (Auditor's Report)
Order, 2020 ("the Order") issued by the Central
Government of India in terms of sub -section (11) of
section 143 of the Act, we give in the Annexure-A, a
statement on the matters specified in paragraphs 3
and 4 of the Order, to the extent applicable.

18. As required by Section 143 (3) of the Act, 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
so far as it appears from our examination of
those books.

(c) The Balance Sheet, the Statement of Profit and
Loss (including other comprehensive income)
and the Cash Flow Statement, Statement of
Changes in Equity dealt with by this report are in
agreement with the books of account.

(d) In our opinion, the aforesaid financial statements
comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014.

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

(f) With respect to the adequacy of the internal
financial controls over financial reporting of the
Company and the operating effectiveness of
such controls, refer to our separate Report in
"Annexure B".

(g) 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:

According to the information and explanations
given to us and the records of the Company
examined by us, the managerial remuneration
paid or provided is in within the prescribed limits

mandated by the provisions of section 197 read
with Schedule V 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, in our opinion and to the best of our
information and according to the explanations
given to us:

a. The Company does not have any pending
litigations which would impact its financial
position.

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

c. There were no amounts which were
required to be transferred to the Investor
Education and Protection Fund by the
Company.

d. (i) The Management has represented

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

and belief, no funds (which are
material either individually or in the
aggregate) have been received by the
Company from any person or entity,
including foreign entity ("Funding
Parties"), with the understanding,
whether recorded in writing or
otherwise, that the Company shall,
whether, directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
("Ultimate Beneficiaries") or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;
(iii) Based on the audit procedures that
have been considered reasonable
and appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
representations under sub-clause

(i) and (ii) of Rule 11(e), as provided
under (i) and (ii) above, contain any
material misstatement.

e. The Company has neither proposed any
dividend in the previous year or in the
current year nor paid any interim dividend
during the year.

f. Based on our examination which included
test checks, the company has used
accounting software for maintaining its
books of account for the financial year
ended March 31, 2025 which have the
feature of recording audit trail (edit
log) facility and the same has operated
throughout the year for all relevant
transactions recorded in the software
systems. Further, during the course of our
audit we did not come across any instance
of audit trail feature being tampered with
and the audit trail has been preserved
by the Company as per the statutory
requirements for record retention.

For L. B. Jha & Co.

Chartered Accountants
Firm Registration No: 301088E
Sd/-

(Ranjan Singh)

Place: Kolkata Partner

Date: 27.05.2025 Membership Number: 305423

UDIN: 25305423BMNYXT2403