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You can view full text of the latest Auditor's Report for the company.

BSE: 532667ISIN: INE040H01021INDUSTRY: Engineering - Heavy

BSE   ` 42.03   Open: 41.85   Today's Range 41.16
42.10
+0.18 (+ 0.43 %) Prev Close: 41.85 52 Week Range 7.94
50.72
Year End :2023-03 

Suzlon Energy Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Suzlon Energy Limited (the 'Company'), which comprise the Balance Sheet as at 31 March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information, in which are included the returns for the year ended on that date audited by the branch auditors of the Company's branches located at Germany and Netherlands.

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of the branch auditors as referred to in paragraph 15 below, 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 ('Ind AS') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

2. We conducted our audit in accordance with the Standards on Auditing 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 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 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 together with the audit evidence obtained by the branch auditors, in terms of their reports referred to in paragraph 15 of the Other Matter section below is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

3. We draw attention to Note 5 to the accompanying standalone financial statements, related to a show cause notice received by the Company from SEBI in respect of certain specific transactions between the Company and its domestic subsidiaries and disclosure of a contingent liability in respect of earlier years. Management believes that there is no material impact of this matter on the financial statements. Our opinion is not modified in respect of this matter.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, and based on the consideration of the reports of the branch auditors as referred to paragraph 15 below, 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 financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter

How our audit addressed the key audit matter

Accounting of refinancing of existing restructured

Our

audit procedures in relation to accounting of

facilities

refinancing arrangement and the treatment of resultant gain arising from such restructuring included but were

As described in Note 4 to the standalone financial

not limited to the following:

statements, during the current year, the Company along with its identified subsidiaries namely, Suzlon Global Services Limited and Suzlon Gujarat Wind Park

Obtained an understanding of and assessing the design, implementation and operating effectiveness of the key internal controls relating

Limited (collectively referred to as Suzlon - The Group

to recognition and measurement resulting from the

('STG')) entered into a refinancing agreement for its existing restructured facilities. As a result of which, the outstanding obligations of the STG in respect of the

implementation of the refinancing arrangement and of the existing restructured facilities;

erstwhile lenders were settled.

Obtained an understanding of the contractual terms of the refinancing agreement;

The accounting of refinancing agreement and its resultant difference on account of extinguishment of existing restructured facilities involve complex assumptions and evaluation and implementation of the contractual terms that require the management to exercise their judgment. Refer Note 33 of the

Evaluated the appropriateness of the implementation of the contractual terms of refinancing agreement on the related liabilities including extinguishment of the existing restructured facilities;

standalone financial statements for the gain recognised

Tested the arithmetical accuracy of the resultant

due to the refinancing agreement.

gain arising from extinguishment of the existing restructured facilities; and

Considering the significance of the amounts, extent

Assessed the appropriateness and adequacy

of evaluation of contractual terms involved, and

of disclosures made in the standalone financial

complexities associated, we have considered this

statements in accordance with the requirements

matter as a key audit matter.

of applicable accounting standards.

Assessment of going concern basis of accounting

Our

audit procedures in relation to assessment of

assumption

appropriateness of going concern assumption included but were not limited to the following:

The current liabilities of the Company exceed current assets by ? 401.63 Crores as at 31 March 2023 and as of

Obtained an understanding of the process followed by management for identifying events

that date, while the Company has accumulated losses,

or conditions that could impact the Company's

it's net equity stands at ? 1,419.39 Crores.

Further, during the year, the Company has entered into a

ability to continue as a going concern and process followed to assess the corresponding mitigating factors existing against such events or condition.

Rupee Term Loan ('RTL') agreement with REC Limited and

Also, obtained an understanding around the

Indian Renewable Energy Development Agency Limited

methodology adopted by the Company to assess

(the "New Lenders"), which requires the Company to fulfil

their future business performance including

certain conditions including monetisation of specified

the preparation of a cash flow forecast for the

assets, failing which it could trigger an event of default.

business;

Whilst the above factors indicate doubt on the Company's

Evaluated the design and tested the operating

ability to continue as a going concern, however, as

effectiveness of key controls relating to

detailed in note 48(j), the management has considered

management's assessment of going concern as

its business plan and its response to mitigate the

above;

uncertainties relating to fulfilment of certain obligations

Obtained from the management, the projected

including monetisation of specified assets within

cash flows for the next twelve months basis their

stipulated timelines as per the terms of RTL agreement.

future approved business plans;

Management has prepared future cash flow forecasts

Tested the appropriateness of the key assumptions

using significant estimates to develop a number of

used by the management that had the most

assumptions in respect of these uncertainties including,

material impact on the cash flow forecasts, and

seeking additional facilities and monetisation of specified

challenged the assumptions, judgements and

assets within stipulated time period, to assess its ability

estimates used in the cash flow projections, having

to operate as a going concern for a period of at least

regard to historical performance and current

12 months from the date of financial statements and

emerging business trends affecting the business

concluded that the going concern basis of accounting used for preparation of the accompanying standalone financial statements is appropriate with no material uncertainty over going concern.

and industry and discussed these assumptions with the management and with those charged with governance;

Key audit matter

How our audit addressed the key audit matter

We have considered the assessment of management's evaluation of going concern basis of accounting as a key audit matter due to the pervasive impact thereof on the standalone financial statements and the significant

Performed independent sensitivity analysis to test the impact of the variations on the cash flows due to change in the key assumptions;

Inspected the relevant underlying documents for assessing the appropriateness of projected cash flow for the next 12 months;

judgements and assumptions that are inherently subjective and dependent on future events, involved in preparation of cash flow projections and determination

of the overall conclusion by the management.

Tested the arithmetical accuracy of the models used to prepare the Company's forecasts, which included understanding the data inputs, calculations and reporting of outputs and performing a sensitivity analysis of the assumptions and judgements made by the Management in those forecasts;

Assessed the timing of various recurring and other events affecting significant cash inflows and outflows over the next twelve months and, where possible, the foreseeable future; and

Assessed the appropriateness and adequacy of the disclosures made by the management in respect of going concern in accordance with the applicable accounting standards.

Impairment of investment in equity shares of and Inter

Our

audit procedures in relation to assessing the

Corporate Deposits given to SE Forge Limited

recoverable amount of investments and ICDs included but were not limited to, the following:

As described in Note 11 to the standalone financial statements, carrying value of Company's investment in

Obtained an understanding of process and controls

equity shares of SE Forge Limited (SEFL) as at March 31,

implemented by the management to identity

2023 amounted to ? 290.73 Crores. Further, as detailed

possible impairment indicators and to determine

in note 13 to the standalone financial statements, inter

recoverability of amounts from subsidiary company

corporate deposits (ICDs) given to SEFL as at March 31,

and tested the design and operating effectiveness

2023 amounted to ? 25.29 Crores. SEFL has incurred

of such controls;

losses during the recent years and as at the year

Obtained the impairment analysis carried out

end its net worth stands substantially eroded which is identified as potential impairment indicator by the management as per the principles enunciated under Ind

by the management including report of external independent valuation expert;

AS 36, Impairment of Assets ('Ind AS 36').

Assessed the professional competence, objectivity and capabilities of the external independent

The Company recorded aggregate impairment as on

valuation expert engaged by management to

31 March 2023 of ? 754.23 Crores against these investments and Inter Corporate Deposits.

determine the enterprise value of SEFL;

Assessed the valuation methodology and

The Management has assessed the recoverability of the said investment and ICDs, by carrying out a valuation of the subsidiary with the help of an external valuation expert. The valuation has been performed

assumptions used by the management's expert to estimate the recoverability of investment and ICDs with the help of auditor's valuation experts;

using discounted cash flow method which requires

Evaluated the appropriateness of assumptions

management to make significant estimates and

applied in determining key inputs such as discount

assumptions relating to forecast of future business

rates and terminal growth rate which included

performance, and selection of the discount rates to

assumptions based on our knowledge of the

determine the recoverable value to be considered for

business and relevant external market conditions;

impairment testing of the carrying value of above-mentioned balances.

Tested the arithmetical accuracy of the projections

and applied independent sensitivity tests to the key

The recoverable amount of the investment in and Inter

assumptions mentioned above to determine and

Corporate Deposits are assessed based on complex

focus on inputs with high estimation uncertainty;

assumptions that require the management to exercise

and

their judgment such as future expected revenue, future expected revenue growth rate, gross margins, future cash flows, determination of historical trends and the most appropriate discount rate.

Assessed the appropriateness and adequacy of disclosures made by the management in the standalone financial statements in accordance with the requirements of applicable accounting standards.

Key audit matter

How our audit addressed the key audit matter

Considering the materiality of the amounts, significant degree of judgement and estimates and significant auditors attention required to test management's assessment, we have identified this as a key audit matter for the current year audit.

Recoverability and valuation of allowance for

Our audit procedures included but were not limited to

impairment of overdue trade receivables and other

the following:

financial assets: Power evacuation infrastructure receivables ('PE receivables')

Obtained an understanding of the process adopted by the Company in estimating expected credit loss

As described in Note 12 and Note 14 to the standalone

including the key inputs and assumptions. Since assumptions and parameters are based on historical data, we assessed whether historical experience was representative of current circumstances and was relevant in view of the recent impairment losses incurred;

financial statements, the Company has old outstanding trade receivables of ? 243.46 Crores for more than

365 days and PE receivables classified under other financial assets of ? 72.35 Crores respectively as on 31 March 2023.

Assessed and tested the design and operating

The Company recognises loss allowance for trade

effectiveness of the internal controls over the

receivables and other financial assets at the expected

process of estimating recoverability and the

credit loss ('ECL') as per the principles enunciated

allowance for impairment on trade receivables and

under Ind AS 109, Financial Instruments ('Ind AS 109').

PE receivables in accordance with Ind AS 109;

Assessment of the recoverability of trade receivables and other financial assets together with the related ECL is inherently subjective and requires significant management judgement which includes repayment history and financial position of entities from whom these balances are recoverable, terms of underlying

Understanding the key inputs used in the provisioning model by the Company such as repayment history, terms of underlying arrangements, overdue balances, market conditions, etc;

arrangements, overdue balances, market conditions

Tested the methodology applied in the credit

etc. Trade receivables and PE receivables comprises a

loss provision calculation by comparing it to the

significant portion of the current assets of the Company.

requirements of Ind AS 109, and appropriateness and reasonableness of the assumptions related to

Considering the materiality of the amounts involved

credit loss rate including the historical bad-debts

and significant degree of judgement and subjectivity

applied in their assessment of the receivables

involved in the estimates and assumptions used

allowance;

in determining the expected credit loss, we have considered this matter as a key audit matter.

Obtained balance confirmation for selected samples and verified the reconciliation for differences, if any for the confirmations received;

Assessed the recoverability of overdue trade receivables and PE receivables through inquiry with the management and by obtaining sufficient corroborative evidence to support the conclusion;

Assessed the net exposure after considering the other liabilities payable such as liquidated damages, claims payables to selected trade receivables;

Tested subsequent settlement of selected trade receivables after the balance sheet date; and

Assessed the appropriateness and adequacy of disclosures made in the standalone financial statements in accordance with the requirements of applicable accounting standards.

Information other than the Financial Statements and Auditor's Report thereon

6. 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, Business responsibility Report, Corporate Governance report and Directors' Report including Annexures thereof, but does not include the standalone financial 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 of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the 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 are required 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

7. The accompanying standalone financial statements have been approved by the Company's Board of Directors. The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the standalone financial statements, the Board of Directors are 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 the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. Those 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

10. 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 Standards on Auditing 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.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act 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;

• Obtain 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 Act we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements 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 Board of Directors' 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;

• Obtain sufficient appropriate audit evidence regarding the financial information/financial statements of the Company and its branches or the business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit of financial statements of the Company of which we are the independent auditors. For the branches included in the financial statements, which have been audited by the branch auditors, such branch auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

12. 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.

13. 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.

14. 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 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.

Other Matter

15. We did not audit the financial information of two branches included in the standalone financial statements of the Company whose financial information reflects total assets of ? 170.92 Crores as at 31 March 2023, and the total revenues of ? 89.54 Crores, total net profit after tax of ? 0.37 Crores, total comprehensive income of ? 0.37 Crores, and cash flows (net) of ? 2.05 Crores respectively for the year ended on that date, as considered in the standalone financial statements. The financial information have been audited by the branch auditors whose reports have been furnished to us by the management, and our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of branches, and our report in terms of sub-section (3) of section 143 of the Act in so far as it relates to the aforesaid branches, is based solely on the report of such branch auditors.

Our opinion above on the standalone financial statements, and our report on other legal and regulatory requirements below, are not modified in respect of the above matters with respect to our reliance on the work done by and the reports of the branch auditors.

16. The standalone financial statements of the Company for the year ended 31 March 2022 were audited by the predecessor auditor, Deloitte Haskins & Sells LLP, who have expressed an unmodified opinion on those standalone financial statements vide their audit report dated 25 May 2022.

Report on Other Legal and Regulatory Requirements

17. As required by section 197(16) of the Act, based on our audit and on the consideration of the reports of the branch auditors as referred to in paragraph 15 above, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

18. 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 we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

19. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, and on the consideration of the reports of the branch auditors as referred to in paragraph 15 above, we report, to the extent applicable, 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 of the accompanying standalone financial statements;

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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

c) The reports on the accounts of the branch offices of the Company audited under section 143(8) of the Act by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

d) The standalone financial statements dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;

e) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

f) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of section 164(2) of the Act;

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March, 2023 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified opinion; and

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 (as amended), in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the branch auditors as referred to in paragraph 15 above:

i. The Company, as detailed in note 40 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2023;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2023;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2023;

iv. a. The management has represented that, to the best of its knowledge and belief, on the date of this

audit report as disclosed in note 48(g) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities ('the 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 ('the Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, on the date of this audit report as disclosed in note 48(h) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ('the 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; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The Company has not declared or paid any dividend during the year ended 31 March 2023.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use accounting software for maintaining their books of account, to use such an accounting software which has a feature of audit trail, with effect from the financial year beginning on 1 April, 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the current financial year.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm's Registration No.: 001076N/N500013

Shashi Tadwalkar

Partner

Membership No.: 101797

UDIN: 23101797BGXFAQ5619

Place: Pune

Date: 30 May 2023