We have audited the accompanying Standalone Financial Statements of Om Infra Limited (“the Company”), which includes its9 Joint Operations, which comprise the Balance Sheet as at 31st March, 2025, and the Statement of Profit and Loss (includingOther Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year ended 31March, 2025, and notes to the Standalone Financial Statements including a summary of significant accounting policies andother explanatory information. Company’s Financial statements includes financial statements of 9 Joint Operations audited byother auditors, report of which have been furnished to us. Our opinion, in so far as it relates to the affairs of such Segment isbased solely on the report of other auditors.
In our opinion and to the best of our information and according to the explanations given to us and based on theconsiderations of the other auditor's on separate financial statements of Joint Operations referred to in "Other matters" sectionbelow , the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ( "the act") themanner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section133 of the act read with the companies (Indian Accounting Standards) , Rules, 2015, as amended, (“Ind AS”) and otheraccounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and the profit,and total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’sResponsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethicalrequirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and theRules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and theICAI’s Code of Ethics. We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditorsin terms of their reports referred to in the "Other Matters" section below, is sufficient and appropriate to provide a basis for ouraudit opinion on the Standalone Financial Statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of thestandalone financial statements for the year ended on 31st March , 2025. These matters were addressed in the context of ouraudit of the standalone financial statements as a whole and in forming our opinion thereon and we do not provide a separateopinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in
our report.
Key Audit Matter
Auditor’s Response
l.Revenue RecognitionOther Than Real Estate
There are significant accounting judgementsincluding estimation of costs to complete,determining the stage of completion and thetiming of revenue recognition.
Principal Audit ProceduresOther Than Real Estate
We performed the following procedures for selected contracts of customers assample:
The Company recognizes revenue andprofit/loss on the basis of stage of completionbased on the milestone approved by projectauthority.
• Identification of distint performance obligation and evalute the process ofestimation of cost to complete of selected contracts. We also reviewed the process ofrevenue recognition used in recording and disclosing revenue in accordance withcompany's accounting policies and revenue accounting standard.
Cost contingencies are included in theseestimates to take into account specificuncertain risks, or disputed claims against theCompany, arising within each contract. Thesecontingencies are reviewed by the Managementon a regular basis throughout the contract lifeand adjusted where appropriate.
• For the sample selected, reviewing for change orders and the impact on theestimated costs to complete;
Refer to Note no. 33 & 48 Of StandaloneFinancial Statements
• Performed analytical procedures for reasonableness of revenues disclosed by typeand service offerings.
Real Estate
Revenue from sale of constructed properties isrecognised at a ‘Point of Time’, when theCompany satisfies the performance obligations,which generally coincides withcompletion/possession of the unit.
Our audit procedures on revenue recognition from real estate included thefollowing:
Recognition of revenue at a point in time basedon satisfaction of performance obligationrequires estimates and judgements regardingtiming of satisfaction of performance obligation,allocation of cost incurred to segment/unitsand the estimated cost for completion of somefinal pending works. Due to judgement andestimates involved, revenue recognition isconsidered as key audit matter.
• We verified performance obligations satisfied by the Company;
• We tested flat buyer agreements/sale deeds, occupancy certificates (OC), projectcompletion, possession letters, sale proceeds received from customers to testtransfer of controls;
• We conducted site visits during the year to understand status of the project andits construction status;
• We verified calculation of revenue to be recognised and matching of related cost;
• We verified allocation of common cost to units sold and estimates of cost yet to beincurred before final possession of units.
2. Evaluation of uncertain tax positions
The Company has material uncertain taxpositions including search & Seizure includingmatters under dispute which involvessignificant judgment to determine the possibleoutcome of these disputes.
Principal Audit Procedures
Obtained details of completed tax assessments and demands during the year frommanagement. We involved our internal experts to challenge the management’sunderlying assumptions in estimating the tax provision and the possible outcomeof the disputes. Our internal experts also considered legal precedence and otherrulings in evaluating management’s position on these uncertain tax positions.
Refer Note 49 to the Standalone FinancialStatements.
Additionally, we considered the effect of new information in respect of uncertain taxpositions during the year to evaluate whether any change was required tomanagement’s position on these uncertainties.
3. Recoverability of Indirect and Direct taxreceivables
As at March 31, 2025, non-current assets inrespect of withholding tax and others includeCenvat recoverable amounting to Rs 844.25Lacs (P.Y. Rs. 750.11 Lacs) which are pendingfor adjudication and current excess input ofGST Rs 556.94 Lacs (P.Y. Rs.609.14 Lacs).
We have involved our internal experts to review the nature of the amountsrecoverable, the sustainability and the likelihood of recoverability upon finalresolution.
We have checked the reconciliation prepared by management for GST input,but same reconciliations are not matched with books.
Emphasis of Matter
1 Company's creditors have not submitted their status regarding classification as Micro, Small, and Medium Enterprises (MSME)under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006. Under the MSMED Act, the company isrequired to provide for interest on delayed payments to MSME creditors. Due to the lack of information on the classification ofthese creditors, the company has not been able to make the necessary interest provisions. This omission could have financialand legal implications, including potential non-compliance with the Act. We did not modify our opinion on the same.
2 The Company has not obtained Work Completion Certificates for the majority of its project sites. In the absence of suchdocumentation, we are unable to comment on the completion status of these projects. Our opinion is not modified in respect ofthis matter.
3 The Company has not obtained balance confirmations from debtors and creditors. Consequently, we are unable toindependently verify the accuracy of the outstanding balances as at the balance sheet date. However, we have reviewed theunderlying invoices and corresponding payment records, and based on our audit procedures, we are satisfied with therecoverability and payability of such balances. Our opinion is not modified in respect of this matter.
4 As stated in Note no. 55(a) to the financial statements, The Company's non-current investments as at 31 March 2025 includeinvestments aggregating Rs 5589.70 Lacs and advances amounting to Rs 6024 Lacs (Previous Year: Rs. 6492.80 Lacs) in itssubsidiary, Bhilwara Jaipur Toll Road Private Limited. These investments and advances are considered good and recoverableby the management.
The Special Purpose Vehicle (SPV) has filed for termination with the respective authority and claimed the amount investedalong with termination payments as per the concession agreement, amounting to Rs. 61,200.00 Lakhs. The arbitrator hasawarded Rs. 77,943.00 Lakhs in favour of the SPV. Out of this awarded amount, the SPV has received Rs. 25,054.00 Lakhs tocomply with the commercial court's order. This amount has been used to repay loans and cover other expenses. AmountReceived from PWD is treated as current liability in Financial statements of SPV.
However, neither the arbitration award nor the amount received from the government has been accounted for in the SPV'sfinancial statements as of the balance sheet date. This is because the Public Works Department (PWD) has challenged thearbitrator's award in an appeal to the High Court. Given the ongoing legal proceedings, the recognition of this amount in thefinancial statements has been deferred until there is a final resolution of the case. Our opinion is not modified in respect of thesame.
5 As Stated note no. 55(b) to the financial statements, The Company's non-current investments as at 31 March 2025 includeinvestments aggregating Rs 2.50 Lacs and advances amounting to Rs 784.43 Lacs (Previous Year: Rs. 748.14 Lacs) in its JointVenture, Gurha Thermal Power Company Limited. These investments and advances are considered good and recoverable bythe management.
The Joint Venture has filed for termination with the respective authority (DISCOMS) and has claimed the amount investedalong with termination payments. Initially, the Rajasthan Electricity Regulatory Commission (RERC) dismissed the claim.Subsequently, the Joint Venture preferred an appeal before the Appellate Tribunal for Electricity (APTEL).
APTEL ruled in favour of the Joint Venture, awarding a total of Rs. 5,390.92 Lakhs, inclusive of interest. However, this verdicthas not been accounted for in the Joint Venture's financial statements as of the balance sheet date. The decision has not beenrecognized in the financial statements due to an appeal filed against the APTEL's verdict in the Honourable Supreme Court. Asthe final outcome remains uncertain, the Joint Venture has deferred the recognition of the awarded amount in its financialrecords. Our opinion is not modified in respect of the same.
Other Matter
(i) As per Annexure C which is seprately attached to this report, The Company has prepared a separate set of statutory financialstatements for nine joint operations for the year ended 31 March 2025 in accordance with IND AS. These financial statementshave been audited by other auditors under generally accepted auditing standards applicable in India. We did not separatelyaudit these financial statements of joint operations included in the standalone financial results, whose financial statementsreflect total assets of Rs. 15970.44 Lacs as at 31 March 2025, total income of Rs. 28659.69 Lacs, and net profit after tax of Rs.1402.53 Lacs for the year ended on that date, as considered in these standalone financial results. Our opinion, insofar as itrelates to the amounts and disclosures included for these joint operations, is based solely on the reports of the other auditorsand the conversion adjustments prepared by the management of the Company, which have been audited by us. Our opinion isnot qualified in respect of this matter.
(ii) As stated in note no. 63 to the financial statements, The Company made claims against customer/parties/subsidiaries/Jointventures which represents work done in earlier years or loss of interest or any other matter which are either in dispute or yetto be finalized by both the parties amounting to Rs. 58116.80 Lacs (P.Y. Rs. 55719.44 lacs) net off counter claims of Rs.1521.02 lacs (P.y. Rs. 1805.74 lacs). Outcome of such claims are presently unascertainable. No adjustment has been made inthe standalone financial statements. Our opinion is not qualified in respect of this matter.
Information Other than the Standalone Financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprisesthe information included in the Management Discussion and Analysis, Board’s Report including Annexure to Board’s Report,Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the standalonefinancial statements and our auditor’s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, indoing so, consider whether the other information is materially inconsistent with the standalone financial statements or ourknowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we arerequired to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company’s Management and the Board of Directors are responsible for the preparation and presentation of thesestandalone annual financial statements that give a true and fair view of the net profit/ loss and other comprehensive incomeand other financial information in accordance with the recognition and measurement principles laid down in IndianAccounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India andin compliance with Regulation 33 of the Listing Regulations.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection andapplication 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 theaccuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financialstatements 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 Company’s ability to continueas a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accountingunless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Company uses an accounting software for maintaining its books of account 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 accountingsoftware.
The 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
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonableassurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will alwaysdetect 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 thebasis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticismthroughout the audit. We also:
- Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error,design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for oneresulting 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 areappropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls with reference to Standalone Financial Statements in place andthe operating effectiveness of such controls.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by the management.
- Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the auditevidence obtained, whether a material uncertainty exists related to events or conditionsthat may cast significant doubt on theCompany’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to drawattention in our auditor’s report to the related disclosures in the Standalone Financial Statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’sreport. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including the disclosures,and whether the Standalone Financial Statements represent the underlying transactions and events in a manner that achievesfair presentation.
Materiality is the magnitude of misstatements in the Annual Standalone Financial Statements that, individually or inaggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Standalone FinancialStatements may be influenced. We consider quantitative materiality and qualitative factors (i) in planning the scope of ouraudit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in theStandalone Financial Statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of theaudit and significant audit findings, including any significant deficiencies in internal controls with reference to financialstatements that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirementsregarding independence, and to communicate with them all relationships and other matters that may reasonably be thought tobear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of mostsignificance 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 orwhen, in extremely rare circumstances, we determine that a matter should not be communicated in our report because theadverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.
Report on Other Legal and Regulatory Requirements
1 As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in termsof sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure “A” statement on the matters specifiedin paragraphs 3 and 4 of the Order, to the extent applicable.
2 As required by Section 143(3) of the Act, based on our audit, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief werenecessary 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 ourexamination of those books;
c) The report(s) on the accounts of the segments office(s) i.e joint operations of the Company audited under section 143 (8) of theAct, by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report.
d) The Balance Sheet, the Statement of Profit and Loss including Other comprehensive income, statement of changes in equityand the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returnsreceived from the Joint operations, not visited by us.
e) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified underSection 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
f) On the basis of the written representations received from the directors as on 31st March ,2025 taken on record by the Boardof Directors, none of the directors is disqualified as on 31st March, 2025 from being appointed as a director in terms of Section164 (2) of the Act.
g) With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of theCompany and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expressesan unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls with referenceto Standalone Financial Statements.
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, in our opinion and to the best of our information and according to the explanations given to us, theremuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 readwith Schedule V of 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 (Auditand Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
a) The company has disclosed the impact of pending litigation on its financial position in its Financial Statement as referred inNote no. 49 to the Standalone Financial Statement.
b) The Company has made provisions, as required under the applicable law or accounting standards, for material foreseeablelosses, if any, on Long Term Contracts including derivative contracts.
c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund bythe company.
d)
a. The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned orinvested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in anypersons or entities, including foreign entities (‘the intermediaries}, with the understanding, whether recorded in writing orotherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Company (‘the Ultimate Beneficiaries’) or provide any guarantee, security or the likeon behalf the Ultimate Beneficiaries;
b. The management has represented that, to the best of its knowledge and belief, no funds have been received by theCompany from any persons or entities, including foreign entities (‘the Funding Parties’), with the understanding, whetherrecorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide anyguarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing hascome to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) abovecontain any material misstatement.
e) The final dividend proposed for the previous year, declared and paid by the Company during the year is in accordance withSection 123 of the Act, as applicable
As stated in Note 69 to the Standalone Financial Statements, the Board of Directors of the Company has proposed finaldividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. Such dividendproposed is in accordance with Section 123 of the Act, as applicable.
f) Based on our examination which included test checks, the Company has used accounting software for maintaining its books ofaccount for the year ended 31st March, 2025 which has a feature of recording audit trail (edit log) facility and the same hasoperated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit, wedid not come across any instance of the audit trail feature being tampered with.
For Ravi Sharma & Co.
Chartered AccountantsFRN: 015143C
CA Sourabh JainPartnerM. No. 431571DATE: 30.05.2025Place: Delhi
UDIN: 25431571BMOLUM2167