Outcome of Board Meeting

Auditor’s Report on Audited Revised Standalone Financial Results of IL&FS Transportation Networks Limited for the year ended March 31, 2019 pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended The Board of Directors of IL&FS Transportation Networks Limited We have been appointed as auditors of IL&FS Transportation Networks Limited (“ITNL” or the “Company”), to audit the accompanying statement of Revised Standalone Financial Results for the financial year ended March 31, 2019, as the Company has voluntarily revised its Standalone Financial Statements for the aforesaid financial year, consequent to recasting of its financial statements for five year period ended 31st March, 2018 and has obtained necessary approval from Hon’ble National Company Law Tribunal (NCLT) vide order dated March 07, 2025 u/s 131 of the Companies Act, 2013 (“the Act”) (hereinafter referred to as the NCLT order). We draw specific attention to Note 1A regarding significant developments and Note 1D regarding NCLT Order for the revision of Original Financial Statements which describes in detail the developments which have resulted in reopening and revision of the Original Financial Statements. Revised Standalone Financial Statements have been accordingly prepared to give impact of Recast Financial Statements for the five years period i.e. FY 2013-14 to FY 2017-18 (“Recast Period”) by revising opening balances of all relevant accounts carried forward to FY 2018-19 due to recasting of the financial statements till FY 2017- 18 and any consequential changes required on account of the same to the Original Financial Statement. These Revised Financial Results have been prepared based on the Revised Financial Statements. We also refer to Note 1E of the Revised Financial Results wherein the principles considered for the revision of the Financial Statements are mentioned and Note 2.28 of the Revised Financial Results where the impact of the revision adjustments is stated. Our report has to be read in conjunction with the above Notes and notes to financial results. Our responsibility is to express an opinion on these Revised Financial Results based on our audit of such interim Revised Financial Statements, which have been prepared in accordance with the recognition and measurement principles laid down in accounting standard prescribed under section 133 of the Companies Act 2013 read with relevant rules issued thereunder; or by the Institute of Chartered Accountants of India, as applicable and other accounting principles generally accepted in India. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit involves a reasonable basis for our opinion. Basis for Qualified Opinion The Financial Results for the year ended March 31, 2019, were audited by the then statutory auditors of the Company- M/s S R B C & Co LLP (FRN 324982E) who has issued disclaimer of opinion vide their audit report dated June 04, 2020. The said financial Results were approved by the Board of Directors on June 04, 2020. 3rd Floor, Mistry Bhavan, Dinshaw Vachha Road, Churchgate, Mumbai 400 020, India. Tel: +91 22 6623 0600 501-5 02, Narain Chambers, M.G. Road, Vile Parle (E), Mumbai 400 057, India. Tel: +91 22 6250 7600 Website: www.cnkindia.com MUMBAI | BENGALURU | CHENNAI | VADODARA | AHMEDABAD | GIFT CITY | DELHI | KOLKATA | PUNE | DUBAI | ABU DHABI In our report we have not considered points/matters covered in the said disclaimer of opinion, since as described in Note 1D to the Revised Financial Results the scope of the audit for the Revised Financial Statements is to give impact due to Recasting of financial Results of Recast Period and any other consequential changes required on account of the same. Accordingly, our opinion on the Revised Financial Results is qualified in respect of the possible effects of those matters. Material Uncertainty Related to Going Concern We refer to Note 2.10 of the Revised Financial Results, which states the Company has incurred a loss (including other comprehensive income) of Rs 14,147.83 Crores (Original Rs. 16,956.12 Crores) for the year ended March 31, 2019 and has net liabilities of Rs. 13,866.91 Crores (Original Rs. 13,884.41 Crores) as at March 31, 2019. The Company’s credit ratings has also been downgraded post September 2018, as a result of which the Company's ability to raise funds has been substantially impaired, with normal business operations being substantially curtailed. These conditions, along with other matters, set forth in that note, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. Our Opinion is not modified in respect of this matter. Emphasis of Matter We further draw attention to the following Notes in the Revised Financial Results to be read along with Note 1E Basis of Preparation of Revised Financial Statements: 1. Note 1E(b)(ii) of the Revised Financial Results regarding the Basis of preparation of financial statements, wherein it is stated that all events that occurred upto the date of approval of the Original Financial Statements have been considered for preparation of the Revised Financial Statements; 2. Note 2.1 of the Revised Financial Results, wherein the forensic auditors have made various observations in their reports indicating potential issues. However, the forensic auditor has not concluded / brought out cases of actual loss caused due to such potential issues and anomalies. In the absence of any conclusive quantification made, no financial impacts, if any, could be ascertained and given in the Recast Financial Statements of Recast Period and consequently in the Revised Financial Results; 3. Note 2.2 (a) of the Revised Financial Results, regarding investigation by Serious Fraud Investigation Office (“SFIO”) which is completed and charge sheet has been filed before Sessions Court at Greater Mumbai on September 01, 2023. The Company has not been, however named in the said charge sheet. Implications, if any, on the Company for the same cannot be determined at this stage; 4. Note 2.3 of the Revised Financial Results, regarding adjustments carried out based on Claim Management Advisor (“CMA”) report and approval of the same by the Audit Committee up-to March 18, 2022 had been considered in the Recast Financial Statements of the Company and consequential impact for the same (except for contingent liabilities and commitments for which details are not available) have been given in the Revised Financial Results; 5. Note 2.2 (b) of the Revised Financial Results, regarding investigation by Central Bureau of Investigation (“CBI”) which has been initiated based on FIR’s filed in year 2023. Implications and financial impact, if any, on the Company will depend on the outcome of the said case once it is concluded; 6. Note 2.3 of the Revised Financial Results, wherein it states that reconciliation with vendors/ sub- contractors which were in progress at time of signing of Original Financial Statements. To the extent reconciliations have been completed and approved by the Audit Committee up-to March 18, 2022 only had been considered in the Recast Financial Statements of the Company and consequential impact for the same have been given in the Revised Financial Results; 7. Note 2.11 of the Revised Financial Results, which states that the Company has not accounted for contractual interest income from its subsidiaries, associates, joint ventures and third parties of Rs. 322 Crore [Showing first 8,000 characters — download PDF for full document]