We have audited the accompanying standalone financial
statements of Bharat Road Network Limited ('the Company'),
which comprise the Balance Sheet as at March 31, 2025, the
Statement of Profit and 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 of the material
accounting policies and other explanatory information (herein
after referred to as "standalone financial statements”).

In our opinion and to the best of our information and according to
the explanations given to us, except for the impact of the matters
as described in the basis for qualified opinion paragraph, 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, 2025, the loss and total comprehensive loss,
changes in equity and its cash flows for the year ended on that
date.

Basis for Qualified Opinion

i. We refer note - 15(ii)B of the standalone financial 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 of Financial Statements' read with
Ind AS 109 'Financial Instruments'. Due to this, loss before tax
of the Company for the year ended March 31,2025 has been
understated by ' 892.50 lakhs and the current liabilities as at
March 31,2025 has been understated by ' 5,137.38 lakhs.

ii. We refer note - 15(ii)A of the standalone financial statements
where the Company has not recognized interest on
' 19,357.73 lakhs from July 01, 2024 onwards which is not in
compliance of Ind AS 1 'Presentation of Financial Statements'
read with Ind AS 109 'Financial Instruments'. Due to this, loss
before tax of the Company for the year ended March 31,2025
has been understated by ' 2,919.57 lakhs and the current
liabilities as at March 31, 2025 has been understated by
' 2,919.57 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 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 Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
qualified opinion.

Material uncertainty related to Going Concern

We refer note - 15(ii)A of the standalone financial statements,
which indicates that the Company has defaulted in repayment of
its dues. The Company has incurred significant losses as at March
31,2025. These conditions, along with other matters set forth in
the said note, indicate the existence of a material uncertainty that
may cast significant doubt on the Company's ability to continue
as a going concern.

Our opinion is not modified in respect of the above matter.
Emphasis of Matter

i. We refer note - 4(i)G and 4(i)H of the standalone financial
statements regarding termination of the project of
Kurukshetra Expressway Private Limited (KEPL) and
Mahakaleshwar Tollways Private Limited (MTPL), associates
of the Company. KEPL and MTPL have filed their claims with
the respective authorities as per the concession agreement.
In view of the Management, the carrying amount of
Investments and Receivable of the Company from 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
of Money Laundering Act, 2002 at Guruvayoor Infrastructure
Private Limited (GIPL), a subsidiary of the Company.

Our opinion is not modified in respect of the above matters.

Key Audit Matters

Key audit matters (KAM) 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.

Following are the Kev Audit Matters (KAM) -

Information Other than the Standalone Financial
Statements and Auditor's Report thereon

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 audit of the standalone financial
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.

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

The Company's Board of Directors is responsible for the matters
stated in Section 134(5) of 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, 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 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 standalone financial
statements that give a true 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's financial reporting process.

Auditor's Responsibility 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 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
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, 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 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 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 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 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
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 user of the standalone financial statements may
be influenced. We consider quantitative 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 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 of such communication.

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
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 of the Order.

2. 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 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 of accounts 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), Cash Flow
Statement and the Statement of Changes in Equity dealt
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 of the Act, read with relevant Rules
issued thereunder;

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

f) The modifications relating to the maintenance of
accounts and other matters connected therewith are as
stated in paragraph (b) above on reporting under section
143 (3) (b) of the Act.

g) 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”.

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 of our information and according to
the explanation given to us there is no pending
litigation (other than those referred in note - 15(ii)

B and 29.4 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;