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, 2026, 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, 2026, and total comprehensive loss (comprising of loss 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.
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.
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Key audit matter
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How our audit addressed the key audit matter
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a.
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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
loans given to STL UK Holdco Limited and Sterlite Technologies UK Ventures Limited; and
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Understanding and evaluating the design and testing of operating effectiveness of key controls around
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management's assessment of impairment of investments, loans and guarantees;
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financial guarantee given to the bank for loan taken by STL UK Holdco Limited
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Evaluating the information based on which the impairment indicators are identified such as financial conditions, orders
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(Refer Notes 2.2(f), 2.4(c), 2.4(d), 6 and 7 to the Standalone
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in hand and market conditions in which these entities
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Financial Statements)
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operate;
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The net worth of STL UK Holdco Limited and Sterlite Technologies
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With the involvement of auditor's experts where necessary,
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UK Ventures Limited is eroded as at March 31, 2026, due to losses
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assessing appropriateness of the valuation methodology
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incurred. The carrying amount of investment in equity shares
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used and evaluating the reasonableness of the key
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of and loans granted to STL UK Holdco Limited as at March
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assumptions used in determination of discounted cash
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31, 2026 amounted to INR 25.75 crores and INR 67.54 crores,
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flows such as discount rates, terminal growth rate, sales
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respectively. Further, the carrying amount of loans granted to
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growth rate, EBITDA, etc.
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Sterlite Technologies UK Ventures Limited as at March 31, 2026, amounted to INR 305.73 crores.
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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
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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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in use, based on the value in use approach determined using discounted forecast cash flow model.
The discounted cash flow model involves judgements with certain key inputs like future cashflows, discount rates, terminal
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Performing sensitivity analysis over key assumptions and evaluating whether any reasonably foreseeable change in assumptions could lead to impairment;
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growth rate, economic factors etc. incorporated in the valuation.
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Evaluating management's assessment of credit risk and
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For assessment of impairment loss on loans given and financial guarantee, the management applies the principles of Ind AS
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appropriateness of information used in the estimation of expected credit loss;
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109 "Financial Instruments” to determine whether any provision
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Assessing the adequacy of disclosures in the standalone
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for expected credit losses (‘ECL') 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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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 2.2(f), 2.4(e), 10 and 12 to the Standalone Financial Statements)
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Evaluating the design and testing the operating effectiveness of the key controls over the assessment of recoverability of contract assets and trade receivables.
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The Company has trade receivables and contract assets
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amounting to INR 995.97 crores and INR 1,184.44 crores as at
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Understanding and evaluating the accounting policy of the
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March 31, 2026, respectively. This includes trade receivable and contract assets aggregating to INR 715.53 crores and INR 307.15 crores relating to slow moving projects and disputed matters,
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Company.
Understanding the reasons for aged/ overdue balances
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respectively
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including factors like project status and contractual terms through discussions with the management and
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In determining expected credit loss, the Company uses the principles of Ind AS 109 "Financial Instruments” including use of simplified approach for trade receivable and contract assets other than those relating to slow moving projects and disputed matters, which are separately assessed.
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corroborating by review of correspondences with the customers and obtaining management representations where necessary.
Assessing the reasonability of approach and assumptions
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used by the management in determining the expected
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In respect of the projects where progress is slow or under
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credit loss as per the principles of Ind AS 109 "Financial
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dispute with customer, the management exercises judgement in
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Instruments” by considering project status, collections,
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assessing recoverability of these receivables considering overall
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correspondences with the customers, etc.
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project status, past history, latest discussions/ correspondence with the customers, status of disputes, in-house legal counsel
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Evaluating management's assessment regarding
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assessment, management expert's assessment and legal
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recoverability of trade receivable and contract assets
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opinions, where necessary.
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that relate to slow moving projects and disputed matters by inquiring with the inhouse legal counsel regarding
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In view of management judgement involved and considering the
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disputes and status of the disputed dues, reviewing legal
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nature and extent of audit procedures to assess the recoverability
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opinions obtained by the management, if any, considering
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of receivables, we have determined this to be a key audit matter.
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overall project status, past history and latest discussions/ correspondence with customers and with the involvement of auditor's experts, where and as necessary, reviewing management's experts evaluation on tenability of Company's claim.
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Assessing adequacy of the disclosures in the standalone financial statements
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Key audit matter
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How our audit addressed the key audit matter
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c. Revenue recognition in respect of Telecom and Information Technology (IT) network / system integration contracts
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Our procedures included the following:
- Understanding and evaluating the design and testing
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(Refer Notes 2.2(a), 2.4(a) and 22 to the Standalone Financial Statements).
The Company enters into contracts for Telecom and IT network /systems integration, which are generally long term in nature.
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the operating effectiveness of key controls, including the determination of contract price, performance obligations, estimation of contract costs, management reviews and approvals thereof.
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The contract prices are generally fixed at contract inception and
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- Assessing the appropriateness of the revenue recognition
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include elements of variable consideration such as liquidated
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accounting policies in line with Ind AS 115 ‘Revenue from
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damages.
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Contracts with Customers'
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I n respect of these contracts, the Company recognises revenue
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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 with
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the following:
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Customers”. This involves application of significant judgements by Management with respect to:
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• Obtaining and examining project related documents
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such as contracts, customer communications and price or scope variation orders, where applicable.
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• Combination of contracts entered into with the same customer;
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• Assessing appropriateness of management's significant
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• Identification of distinct performance obligations;
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judgements and estimates with respect to estimated
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• Total consideration when the contract involves variable consideration;
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revenue from a contract including impact on account of dispute/ delays, identification of performance obligation, allocation of consideration to identified
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• Allocation of consideration to identified performance
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performance obligation and costs to complete.
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obligations; and
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• Obtaining the revenue recognition calculations, testing
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• Recognition of revenue over a period of time or at a point
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the mathematical accuracy of the cost to complete
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in time, based on timing when control is transferred to
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calculations and re-performing the calculation of revenue
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customer.
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recognised during the year based on the percentage of completion.
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Further, for contracts where revenue is recognised over a period of time, the Company makes estimates which impact the revenue
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• For costs incurred to date, verifying relevant supporting
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recognition. Such estimates include, but are not limited to:
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documents and performing cut off procedures.
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• costs to complete,
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• Evaluating the management's assessment of
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recoverability of variable consideration (claims on
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• contract risks, and
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account of scope change/ price changes) by reviewing
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• variable consideration like liquidated damages and disputes
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the contractual terms, customer communications and
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related to performance and contractual claims.
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past trends, wherever considered necessary.
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Recognition of contract revenue involves determination of
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• In case of subsequent disputes, obtaining understanding
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percentage of completion of the project. The contract revenue is
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of available contractual remedies, inquiring with the
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measured based on the proportion of contract costs incurred for
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inhouse legal counsel regarding disputes and status of
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work performed till date relative to the estimated total contract
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the disputed dues, reviewing the legal opinions obtained
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costs.
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by the management, if any, and with the involvement of auditor's experts, where and as necessary, reviewing
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For ongoing contracts, management re-assesses the above estimates at each reporting date taking into account expected delays in completion of the performance obligations, cost escalations and variable consideration.
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management's experts evaluation on tenability of Company's claim.
- Testing of journal entries for unusual revenue transactions, if any.
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In case of disputes, the Company's management, with the
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involvement of experts, considers interpretation of contractual
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- Assessing adequacy of disclosures in the standalone
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terms, project status, possibility of settlement, counter-claims, latest discussions, correspondence, and legal opinions, wherever applicable.
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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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Other Information
5. 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
6. 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.
7. I n 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.
8. 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
9. 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.
10. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
• I dentify 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 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 auditors' 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 auditors' 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.
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 software 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) i n 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;
11. 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.
12. 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.
13. 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
14. 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.
15. 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 15(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, 2026, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026, from being appointed
as a director in terms of Section 164(2) of the Act.
(f) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our remarks in paragraph 15(b) above and paragraph 15(h) (vi) below.
(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;
ii. The Company was not required to recognise a provision as at March 31, 2026, 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 long term derivative contracts as at March 31, 2026.
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, 2026.
iv. (a) The management has represented that, to the
best of its knowledge and belief, as disclosed in Note 7(ii) 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(B)(f) 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
(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.
16. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
For Price Waterhouse Chartered Accountants LLP Firm Registration Number: 012754N/N500016
Sachin Parekh
Partner
Membership Number: 107038 UDIN: 26107038ZOGYYI9836 Place: Mumbai Date: May 07, 2026
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