We haveauditedtheaccompanying standalonefinancial statements of Bharat Road Network Limited ('the Company'), which comprise the Balance Sheetas at March 31,2024, the Statement of Profitand Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary ofthe material accounting policies and other explanatory information (herein after referred to as "standalone financial statements").
In our opinion and to the best ofour information and according to theexplanationsgiven to us,exceptforthe impact ofthe matter as described in the basisforqualified opinion paragraph,theaforesaid standalone financial statements give the information required by theCompanies Act, 2013 ("theAct") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 ofthe Act read with the Companies (Indian Accounting Standards) Rules, 2015,as amended, ("Ind AS") and other accounting principles generally accepted in India, ofthe state of affairs ofthe Company as at March 31, 2024, the loss and total comprehensive loss, changes in equity and its cash flows for the year ended on that date.
We refer note - 15(ii) ofthe standalonefinancial statements where the Company has not recognized interest on ? 7,000 lakhs from July 01,2019 onwards which is not in compliance of Ind AS 1 'Presentation ofFinancial Statements'read with Ind AS 109'Financial Instruments'. Due to this, loss before tax ofthe Company for the year ended March 31, 2024 has been understated by' 894.95 lakhs and the current liabilities as at March 31,2024 has been understated by ? 4,244.88 lakhs.
We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor's Responsibilitiesfor the Audit oftheStandalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute ofChartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit ofthe standalone financial statements under the provisions ofthe Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordancewith theserequirementsand theCode of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
i. We refer note - 4(i)G and 4(i)H of the standalone financial statements regarding termination ofthe projectofKurukshetra
Expressway Private Limited (KEPL) and MahakaleshwarTollways Private Limited (MTPL), associates ofthe Company. KEPL and MTPL havefiled their claims with the respective authorities as per the concession agreement. In view of the Management, the carrying amount of Investments and Receivable ofthe Companyfrom KEPL and MTPL as recognized in the standalone financial statements are reasonable and appropriate and holds good for recovery.
ii. We draw attention to note - 4(i)J of the standalone financial statements regarding search proceedings under Prevention ofMoney Laundering Act, 2002 at Guruvayoor Infrastructure Private Limited (GIPL), a subsidiary of the Company.
iii. We draw attention to note - 4(i)I ofthe standalone financial statements regarding suspension of rights of toll collection of Solapur Tollways Private Limited (STPL), a subsidiary ofthe Company by National Highway Authority of India (NHAI). Also, applications have been made under section 7 ofthe Insolvency and Bankruptcy code, 2016 by the lenders against STPL.
Our opinion is not modified in respect ofthe above matters.
Key audit matters (KAM) are those matters that, in our professional judgment wereofmost significance in our audit ofthestandalone financial statements ofthe current period. These matters were addressed in the context ofour audit ofthe standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Following are the Key Audit Matters (KAM) -
Z £
o •
Key Audit Matter
Auditor's
Response
1
Investments in Optionally
We have reviewed the
Convertible Debentures of
projections and
subsidiaries and associates has
related information
been considered as financial
and explanations and
assetsandvalued at Fair Value
additionally
Through Profit and Loss.
considered the
Refer Note no-4(i)of the
valuation report ofa
standalonefinancial statements.
Registered Valuer appointed by the Company.
The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Director's Report including annexures to Director's Report, but does not include the standalone financial statements and our auditor's report thereon.
The Director's Report including annexures to Director's Report is expected to be made available to us after the date of issue of this audit 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 auditofthestandalonefinancial statements, our responsibility is to read the other information identified above when it becomes available 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 Director's Report including annexures to Director's Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.
The Company's Board of Directors is responsible for the matters stated in Section 134(5) ofthe Act with respect to the preparation of these standalone financial statements that give a true and fair viewofthefinancial position,financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and accounting principles generally accepted in India.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions ofthe 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 ofthestandalonefinancial statements thatgiveatrue and fair view and are free from material misstatements, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company'sfinancial reporting process.
Our objectives are to obtain reasonable assurance about whether thestandalonefinancial statementsasawholearefreefrom 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 ofthese standalonefinancial statements.
As part ofan audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. Wealso:
• Identify and assess the risks of material misstatement of the standalonefinancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding ofinternal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theAct, wearealso responsiblefor expressing ouropinion on whethertheCompany has adequate internal financial controls system in place and the operating effectiveness of such controls.
• Evaluatetheappropriatenessofaccounting policiesusedand 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 inour auditor's report to the related disclosures in the standalonefinancial 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 ofthe 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 reasonable knowledgeable userofthestandalonefinancial statements may be influenced. We consider quantitative and qualitative factors in (i) planning the scope ofour audit workand in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters, communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits ofsuch communication.
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, and according to the information and explanations given to us and also on the basis of such checks as we considered appropriate, we give in the "Annexure A"a statement on the matters specified in paragraphs 3 and 4 oftheOrder.
2. As required by Section 143(3) ofthe 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 purpose of our audit;
b) Except for the possible effects of the matters described in the basis for qualified opinion paragraph, in our opinion, proper books ofaccounts as required by law have been kept by the Company so far as it appears from our examination ofthose books;
c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), Cash Flow Statement and theStatement ofChanges in Equitydealt with by this Report are in agreement with the books of account;
d) In our opinion, except for the effects of the matters described in the basis for qualified opinion paragraph, the aforesaid standalone financial statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 ofthe Act, read with relevant Rules issued thereunder;
e) On the basis of the written representations received from the directors as on March 31, 2024, taken on record by the BoardofDirectors, noneofthedirectors is disqualified as on March 31,2024from being appointed as a director in terms ofSection 164(2) ofthe Act;
f) The modifications relating to the maintenance ofaccounts and other matters connected therewith are as stated in paragraph (b) above on reporting under section 143 (3) (b) oftheAct.
g) With respect to the adequacy of the internal financial controlsoverfinancial reporting oftheCompanyand the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
h) 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:
As per the information and explanation given to us and on the basis of our examination of the records, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
i) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 as amended, in our opinion and to the best of our information and according to the explanations given to us:
i. To the best ofour information and according to the explanation given to us there is no pending litigation (other than those referred in note - 15(ii) and 31.4 of the standalone financial statements) having material impact on the financial position of the Company.
ii. The Company does not have any long-term contracts, including derivative contracts, for which there were any material foreseeable losses;
iii. There was no amount required to be transferred to the Investor Education 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 by the company to or in any other person or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the company from any person or entity, including foreign entities ("Funding
Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
c) Based on the 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 iv (a) and iv (b) contain any material misstatement.
v. No dividend has been declared or paid during the financial year by the Company.
vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books ofaccountsfor thefinancial year ended March 31,2024, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.
Further, during the course ofour audit, we did not come across any instance of the audit trail feature being tampered with, in respect of accounting software for which the audit trail feature was operating.
As proviso to Rule3(1)oftheCompanies (Accounts) Rules, 2014 is applicable from April 1,2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014on preservation ofaudit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31,2024.
For ForSS Kothari Mehta & Co. LLP
CharteredAccountants Firm Registration No. 000756N Rana Sen Partner
Membership No. 066759
Place: Kolkata
Date : May 23, 2024
UDIN : 24066759BKEZRN5428