1. We have audited the accompanying standalone financial statements of ACME Solar Holdings Limited (formerly known as ACME Solar Holdings Private Limited) ('the Company'), which comprise the Standalone Balance Sheet as at 31st March 2025, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Cash Flow and the Standalone Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.
2. I n our opinion and to the best of our information and according to the explanations given to us, 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 31st March 2025, 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
3. 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 is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
4. Key audit matters are those matters that, in our professional judgement, 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.
5. We have determined the matters described below to be the key audit matters to be communicated in our Report.
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Key audit matters
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How our audit addressed the key audit matters
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Related party transactions
Refer note 38 to the standalone financial statements in relation to related party transactions and balances.
The Company has entered into several transactions with related parties during the year ended 31st March 2025 and also has outstanding balances as at the year-end.
The Company's related party transactions comprise of investments made in subsidiaries, loans received/given during the year and interest expense/income thereupon, rendering of engineering, procurement and construction services and operational and maintenance services, provision of reimbursements of expenses, corporate guarantee given amongst others.
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Our audit procedures in relation to related party transactions
included, but were not limited to the following:
• Obtained an understanding of management's processes and procedures in respect of identifying related parties, obtaining approval, recording and disclosing related party transactions;
• Evaluated the design and tested the operating effectiveness of key internal financial controls in relation to identification and disclosure of related party relationships and transactions and arm's length price assessment;
• Assessed the compliance with the relevant provisions of the Act and the SEBI Listing Regulations, including authorisation and approvals as specified in Section 177 and Section 188 of the Act with respect to the related party transactions, as applicable;
• Assessed the professional competence and objectivity of the management's expert and obtained management expert's report on arm's length analysis for related party transactions and also evaluated the compliance with Indian Transfer Pricing Regulations by involving an auditor's expert and comparing such contracts with market available data;
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Key audit matters
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How our audit addressed the key audit matters
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Considering the risk with respect to accuracy and
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On a sample basis, inspected relevant ledgers, agreements,
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completeness of related party transactions and
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confirmation letters and other information that may indicate
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disclosures made in the standalone financial statements
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the existence of related party relationships or transactions.
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in accordance with Ind AS 24 "Related Party Disclosures"
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We also assessed the completeness of related parties with
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due to volume of such transactions, compliance with
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reference to the various statutory registers and declarations
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applicable statutory regulations governing such related
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maintained by the Company's management; and
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party transactions such as the Companies Act, 2013 ('the
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Evaluated the appropriateness and adequacy of disclosures
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Act'), and Securities and Exchange Board of India (Listing
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given in the standalone financial statements in accordance
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Obligations and Disclosure Requirements) Regulations
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with applicable accounting standards.
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2015 ('the SEBI Listing Regulations') and the judgements
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involved in assessing whether transactions with related
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parties are undertaken at an arms' length, we have
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considered related party transactions as a key audit
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matter for the current year audit.
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Impairment assessment of carrying values of
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Our audit procedures in relation to impairment assessment
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investments in and loans given to subsidiaries
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of
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the carrying values of investments in and loans given to
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Refer note 2.l(m) and 2.1(g) in material accounting policy
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subsidiaries included, but were not limited to the following:
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information and note 5 and 15 in notes forming part of
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Obtained an understanding of the management's process
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standalone financial statements in relation to investments
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for identification of impairment indicators for investments
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in and loans to subsidiaries.
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and significant increase in credit risk of loans, and evaluated
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As at 31st March 2025, the Company has investments
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the design and tested the operating effectiveness of key
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in and loans given to subsidiaries aggregating to INR
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internal financial controls relating to such process;
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65,399.48 million, which constitutes 75.25% of the total
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Evaluated the Company's accounting policies with respect
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assets of the Company.
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to impairment assessment and assessed its compliance
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At each period end, the management reviews whether
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with the requirements of Ind AS 36 and Ind AS 109;
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any impairment indicators exist in the carrying value of
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Obtained the management's assessment on impairment
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investments, in accordance with the requirements of Ind
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indicators around the recoverability of investment in and
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AS 36, "Impairment of Assets" ('Ind AS 36'), and whether
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loans given to subsidiaries and tested the mathematical
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there is any significant increase in credit risk in loans
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accuracy of the underlying calculations and traced such
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receivables in accordance with the requirements of Ind
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information to source financial information relating to
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AS 109, "Financial instruments" ('Ind AS 109'). In respect of
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subsidiary companies;
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investments and loans where impairment indicators are
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For cases where impairment indicators presents, obtained
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identified or significant increase in credit risk is noted, the
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the impairment assessment working from the management
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management performs a detailed impairment test by
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and tested the arithmetical accuracy of valuation model and
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determining the recoverable value of such balances.
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traced the future cash flow projections used for determining
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As at 31st March 2025, the carrying value of investment
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recoverable amount with the approved business plans and
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in 9 subsidiaries was higher than their net worth, which
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signed PPAs entered with the customers;
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has been identified as an impairment indicator by the
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Performed sensitivity analysis of the key assumptions,
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management in accordance with Ind AS 36.
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including the discount rate applied in determining the
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The management has estimated the recoverable
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recoverable value to evaluate the possible variation on the
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amount of its investment in such subsidiaries using the
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current recoverable amount to ascertain the sufficiency of
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'Discounted Cash Flow valuation model'. The future cash
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headroom available;
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flows were projected based on the Power Purchase
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Reviewed the regularity of repayment of principal and
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Agreements (PPAs) entered with the customers for a
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payments of interest as per terms of the agreement relating
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long term and the present value of such cash flows were
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to loans given to the subsidiary companies; and
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derived using a discount rate.
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Evaluated the appropriateness and adequacy of disclosures
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As per such assessment done by the management, no
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given in the standalone financial statements in accordance
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further adjustments are required to the carrying value of
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with applicable accounting standards.
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the investments in and loans given to such subsidiaries
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as at 31st March 2025.
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Considering the significance of aforesaid balances to the
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overall financial statements, the large number of entities
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and degree of judgement involved in assumptions used
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for the computation of the recoverable amount, we have
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considered impairment assessment of carrying value of
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investments in and loans given to subsidiaries as a key
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audit matter for the current year audit.
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Information other than the Standalone Financial
Statements and Auditor's Report thereon
6. The Company's Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor's report thereon. The Annual Report is expected to be made available to us after the date of this auditor's report.
Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
I n 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 in the audit or otherwise appears to be materially misstated.
When we read the Annual 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
7. The accompanying standalone financial statements have been approved by the Company's Board of Directors. The Company's Board of Directors are 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 judgements 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 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
9. The Board of Directors is 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 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 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 judgement and maintain professional scepticism 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 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 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; and
• 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.
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 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
15. As required by section 197(16) of the Act, based on our audit, 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.
6. 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 A a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
7. Further to our comments in Annexure A, as required by section 143(3) of the Act based on our audit, 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) Except for the matters stated in paragraph 17(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended), 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;
c) The standalone financial statements dealt with by this Report are in agreement with the books of account;
d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;
e) 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 31st March 2025 from being appointed as a director in terms of section 164(2) of the Act;
f) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 17(b)
above on reporting under section 143(3) (b) of the Act and paragraph 17(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended)];
g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31st March 2025 and the operating effectiveness of such controls, refer to our separate report in Annexure B 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:
i. The Company, as detailed in note 43 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31st March 2025;
ii. The Company did not have any long¬ term contracts including derivative contracts for which there were any material foreseeable losses as at 31st March 2025;
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 31st March 2025;
iv. a. The management has represented
that, to the best of its knowledge and belief, as disclosed in note 46(h) 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, as disclosed in note 46(i) 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 interim dividend declared and paid by the Company subsequent to the year ended 31st March 2025 and until the date of this audit report is in compliance with section 123 of the Act.
vi. Based on our examination which included test checks, the Company, in respect of commencing on 1st April 2024, has used 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 software except that, audit trail feature was not enabled at database level for
accounting software SAP HANA to log any direct data changes, as described in note 53 to the standalone financial statements. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of the accounting software where such feature is enabled. Furthermore, the audit trail has been preserved by the Company as per the statutory requirements for record retention.
For Walker Chandiok & Co LLP For S. Tekriwal & Associates
Chartered Accountants Chartered Accountants
Firm's Registration No.: 001076N/N500013 Firm Registration No.: 009612N
Anamitra Das Shishir Tekriwal
Partner Partner
Membership No.: 062191 Membership No.: 088262
UDIN: 25062191BMMMJX7991 UDIN: 25088262BMLDUS6687
Place: Gurugram Place: New Delhi
Date: 19th May 2025 Date: 19th May 2025
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