1. We have audited the accompanying standalone financial
statements of STL Networks Limited (“the Company"),
which comprise the Standalone Balance Sheet as at March
31. 2025. and the Standalone Statement of Profit and Loss
(including Other Comprehensive Income), the Standalone
Statement of Changes in Equity and the Standalone
Statement of Cash Flows for the year then ended, and notes
to the standalone financial statements, including material
accounting policy information and other explanatory
information.
2. In 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 accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31. 2025.
and total comprehensive income (comprising of profit and
other comprehensive income), changes in equity and its
cash flows for the year then ended.
Basis for Opinion
3. We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under Section 143(10) of the
Act Our responsibilities under those Standards are further
described in the “Auditors’ 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 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.
Emphasis of matter
4. We draw attention to Note 44 to the standalone financial
statements regarding the Scheme of Arrangement (the
“Scheme”) between the Company. Sterlite Technologies
Limited (“STL”) and their respective shareholders and
creditors, for transfer by way of demerger the Global
Services Business of STL to the Company, as approved by
the National Company Law Tribunal (“NCLT”) vide its Order
dated February 14. 2025. The Scheme has been given effect
to in the standalone financial statements from the beginning
of the preceding period in accordance with Appendix C
“Business combinations of entities under common control"
to Ind AS 103 “Business Combinations" as prescribed in the
NCLT approved Scheme and accordingly, the comparative
financial information in the standalone financial statements
have been restated. Our opinion is not modified in respect
of this matter.
Key audit matters
5. 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.
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Key audit matter
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How our audit addressed the key audit matter
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a. Revenue recognition in respect of Telecom and Information
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Our procedures included the following:
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Technology (IT) network / system integration contracts
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s
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Understanding and evaluating the design and testing the
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(Refer Notes 2.2(a). 2.4(a) and 22 to the Standalone
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operating effectiveness of key controls, specific to such
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Financial Statements).
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customer contracts including the determination of contract
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The Company enters into contracts for Telecom and IT
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price, performance obligations, estimation of contract
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network/systems integration, which are generally long term
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costs, management reviews and approvals thereof.
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in nature. The contract prices are generally fixed at contract
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3
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Assessing the appropriateness of the revenue recognition
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inception and include elements of variable consideration such
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accounting policies in line with Ind AS 115 ‘Revenue from
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as liquidated damages.
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Contracts with Customers'.
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In respect of these contracts, the Company recognises revenue
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3
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For selected sample of contracts, our procedures included
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in accordance with Ind AS 115 ‘Revenue from Contracts
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the following:
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with Customers' This involves application of significant
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• Obtaining and examining project related documents
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judgements by Management with respect to:
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such as contracts, customer communications and
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• Combination of contracts entered into with the same
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price or scope variation orders, where applicable.
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customer
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• Assessing appropriateness of management's
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• Identification of distinct performance obligations;
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significant judgements and estimates with respect to
estimated revenue from a contract including impact
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• Total consideration when the contract involves variable
consideration;
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on account of dispute/ delays, identification of
performance obligation, allocation of consideration
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• Allocation of consideration to identified performance
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to identified performance obligation and costs to
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obligations; and
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complete.
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• Recognition of revenue over a period of time or at a point
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• Obtaining the revenue recognition calculations, testing
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in time, based on timing when control is transferred to
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the mathematical accuracy of the cost to complete
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customer.
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calculations and re-performing the calculation of
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Further, for contracts where revenue is recognised over a
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revenue recognised during the year based on the
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period of time, the Company makes estimates which impact
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percentage of completion.
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the revenue recognition. Such estimates include, but are not
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• For costs incurred to date, verifying relevant
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limited to:
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supporting documents and performing cut off
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• costs to complete.
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procedures.
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• contract risks, and
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• Evaluating the management's assessment of
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• variable consideration like liquidated damages and
disputes related to performance and contractual claims.
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recoverability of variable consideration (claims on
account of scope change/ price changes) by reviewing
the contractual terms, customer communications and
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Recognition of contract revenue involves determination of
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past trends, wherever considered necessary.
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percentage of completion of the project. The contract revenue
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• In case of disputes, reading of the related contract
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is measured based on the proportion of contract costs
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terms and communications with the customers to
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incurred for work performed till date relative to the estimated
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assess the likelihood of availability of contractual
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total contract costs.
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remedies including inquiring with the inhouse legal
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For ongoing contracts, management re-assesses the above
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counsel regarding disputes, status of the disputed
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estimates at each reporting date taking into account expected
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dues and reviewing and discussing the legal opinions
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delays in completion of the performance obligations, cost
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obtained by the management with the external legal
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escalations and variable consideration. In case of disputes.
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counsels, wherever considered necessary.
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the Company considers interpretation of contractual terms.
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3
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Testing of journal entries for unusual revenue transactions.
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project status, possibility of settlement, counter-claims, latest
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if any.
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discussions, correspondence and legal opinions, wherever
applicable.
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3
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Assessing adequacy of disclosures in the standalone
financial statements.
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We considered this to be a key audit matter as it requires
management to exercise judgement and therefore could be
subject to misstatement due to fraud or error.
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Key audit matter
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How our audit addressed the key audit matter
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b.
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Recoverability of contract assets and trade receivables
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Our audit procedures included
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(Refer Notes 22(f). 2.4(e). 10 and 12 to the Standalone
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c
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Evaluating the design and testing the operating
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Financial Statements).
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effectiveness of the key controls over the assessment of
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The Company has trade receivables and contract assets
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recoverability of contract assets and trade receivables.
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amounting to INR 903.94 crores and INR 1.226.65 crores as at
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c
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Understanding and evaluating the accounting policy of the
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March 31. 2025, respectively.
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Company.
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The Company recognises revenue from contracts for Telecom
and Information Technology (IT) network / system integration
over time and assesses the credit risk of each customer
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c
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Understanding the reasons for aged/ overdue balances
including factors like project status and contractual
terms through discussions with the management and
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individually based on its assessment of the overall project
status, past history, latest discussions/ correspondence with
the customers, disputes and legal opinions for any indications
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corroborating by review of correspondences with the
customers and obtaining management representations
where necessary.
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of credit risk.
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c
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Assessing the appropriateness and completeness of the
assumptions used by the management in determining
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In respect of the projects where progress is slow or are
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the expected credit loss as p>er the principles of Ind AS
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under arbitration process due to dispute with customer, the
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109 'Financial Instruments" by considering credit risk of
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management exercises judgement in assessing recoverability
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customers, cash collection, correspondences with the
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of these receivables and impact of delays.
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customers, etc.
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In view of management judgement involved and considering
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c
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Inquiring with the Company's inhouse legal counsel
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the nature and extent of audit procedures to assess the
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regarding the status of disputes and disputed dues and
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recoverability of receivables, we have determined this to be a
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perusing the external legal opinions wherever obtained by
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key audit matter.
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c
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the management.
Assessing adequacy of the disclosures in the standalone
financial statements.
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c.
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Impairment assessment of
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Our audit procedures included
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• carrying value of investment in STL UK Holdco Limited
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c
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Understanding and evaluating the design and testing
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• loans given to STL UK Holdco Limited and Sterlite
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of operating effectiveness of key controls around
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Technologies UK Ventures Limited; and
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management's assessment of impairment of investments.
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• financial guarantee given to the bank for loan taken by
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loans and guarantees;
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STL UK Holdco Limited
(Refer Notes 2.2 (0.2.4 (c). 2.4 (d). 6 and 7 to the Standalone
Financial Statements).
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Evaluating the information based on which the impairment
indicators are identified such as financial conditions,
orders in hand and market conditions in which these
entities operate;
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The networth of STL UK Holdco Limited and Sterlite
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c
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With the involvement of auditor's experts where necessary.
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Technologies UK Ventures Limited is eroded as at March
31. 2025. due to losses incurred. The carrying amount of
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assessing appropriateness of the valuation methodology
used and evaluating the reasonableness of the key
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investments in equity shares of and loans granted to STL UK
Holdco Limited as at March 31. 2025 amounted to INR 25.75
crores and INR 57.16 crores. respectively Further, the carrying
amount of loans granted to Sterlite Technologies UK Ventures
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assumptions used in determination of discounted cash
flows such as discount rates, terminal growth rate, sales
growth rate. EBITDA, etc.
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Limited as at March 31.2025. amounted to INR 260.34 crores
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c
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Evaluating the cash flow forecasts by comparing them
to budgets, actual past results and our understanding
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The Company accounts for investments in subsidiaries at cost
(less accumulated impairment, if any) and tests the carrying
amounts for impairment by making an estimate of the
recoverable amount, being the higher of fair value less costs
to sell and value in use. based on the value in use approach
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c
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of internal and external factors affecting the Company's
business:
Testing the mathematical accuracy of the underlying
calculations;
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determined using discounted forecast cash flow model
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c
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Performing sensitivity analysis over key assumptions and
evaluating whether any reasonably foreseeable change in
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The discounted cash flow model involves judgements with
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assumptions could lead to impairment;
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certain key inputs like future cashflows, discount rates.
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Evaluating management's assessment of credit risk and
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terminal growth rate, economic factors etc incorporated in
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appropriateness of information used in the estimation of
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the valuation..
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expected credit loss;
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For assessment of imjaairment loss on loans given and
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c
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Assessing the adequacy of disclosures in the standalone
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financial guarantee, the management applies the principles
of Ind AS 109 "Financial Instruments" to determine whether
any provision for expected credit losses OECL’) is required,
considering the expected manner of recovery over a period
and other variables considered in the ECL model. The
management reviews the expected credit loss on these loans
by assessing the respective entities' ability to repay the loans
and guaranteed amounts.
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financial statements.
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We determined this to be a key audit matter due to significant
management judgement and estimates involved in estimation
of the recoverable amount.
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Other Information
6. The Company's Board of Directors is 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.
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 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
and take appropriate action as applicable under the
relevant laws and regulations.
Responsibilities of management and those charged
with governance for the standalone financial
statements
7. 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, changes in equity and cash flows of
the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards specified under Section 133 of the Act. 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 misstatement, whether due to fraud or error.
8 In preparing the standalone financial statements. 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 Board of Directors either
intends 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.
Auditors’ 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 auditors' 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.
11. As part of an audit in accordance with SAs. we exercise
professional judgement 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 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 standalone 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 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.
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 auditors'
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 the Companies (Auditor’s Report) Order.
2020 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of Section 143 of the
Act. we give in the Annexure B a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent
applicable.
16. 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 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 our examination of those books, except that the
backup of certain books of account and other books
and papers maintained in electronic mode has not
been maintained on a daily basis on servers physically
located in India during the year and the matters stated
in paragraph 16(h)(vi) below on reporting under Rule
11(g) of the Companies (Audit and Auditors) Rules. 2014
(as amended).
(c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss (including other
comprehensive income), the Standalone Statement of
Changes in Equity and the Standalone Statement of
Cash Flows dealt with by this Report are in agreement
with the books of account
(d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting
Standards specified under Section 133 of the Act.
(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 Acl
(0 With respect to the maintenance of accounts and other
matters connected therewith, reference is made to our
remarks in paragraph 16(b) above
(g) With respect to the adequacy of the internal financial
controls with reference to financial statements of the
Company and the operating effectiveness of such
controls, refer to our separate Report in “Annexure A".
(h) With respect to the other matters to be included
in the Auditors' 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 has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements - Refer Note 36 to the
standalone financial statements:
fi. The Company was not required to recognise a
provision as at March 31. 2025 under the applicable
law or Indian Accounting Standards, as it does not
have any material foreseeable losses on long-term
contract The Company did not have any derivative
contracts as at March 31. 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 March 31. 2025.
iv. (a) The management has represented that.
to the best of its knowledge and belief, as
disclosed in Note 7 to the standalone financial
statements, no funds have been advanced or
loaned or invested (either from borrowed
funds or share premium or any other sources
or kind of funds) by the Company to or in
any other person(s) or entity(ies), 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, as
disclosed in the Note 16 to the standalone
financial statements, no funds have been
received by the Company from any person(s)
or entity(ies), 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; and
(c) Based on such audit procedures that we
considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (a) and (b)
contain any material misstatement
v. The Company has not declared or paid any dividend
during the year.
vi. Based on our examination, which included test
checks, the Company has used multiple accounting
softwares (including the softwares maintained
by Sterlito Technologies Limited for recording
transactions pertaining to Global Services Business
transferred to the Company pursuant to Scheme of
arrangement referred in Note 44 to the standalone
financial statements) for maintaining its books of
account which have a feature of recording audit trail
(edit log) facility and that has operated throughout
the year for all relevant transactions recorded in the
software, except for:
(a) in respect of the core accounting software,
the audit trail feature is not maintained in
case of modification by certain users with
specific access at application level and also,
in case for direct database changes;
(b) another accounting software did not have
the feature of recording audit trail.
During the course of performing our procedures,
other than the aforesaid instances of audit trail not
maintained where the question of our commenting
does not arise, we did not notice any instance of
audit trail feature being tampered with. Further,
the audit trail, to the extent maintained in the prior
year, has been preserved by the Company as per
the statutory requirements for record retention.
17. The Company has not paid any remuneration to its directors
during the year. Accordingly, reporting under Section
197(16) of the Act is not applicable to the Company.
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 0127S4N/N500016
Sachin Parekh
Partner
Membership Number 107038
UDIN: 25107038BMOZGV6207
Place: Mumbai
Date: June 30, 2025
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