We have audited the accompanying Standalone Financial Statements
of JSW Infrastructure Limited ("the Company"), which comprise the
balance sheet as at 31st March, 2025, and the statement of profit
and loss, including the statement of other comprehensive income, the
cash flow statement and the statement of changes in equity for the
year then ended, and notes to the standalone financial statements,
including a summary of material accounting policies and other
explanatory information (hereinafter referred to as "the standalone
financial statements").
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,
as amended ("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 31st
March, 2025, and its profit including other comprehensive loss, its
cash flows and the changes in equity for the year ended on that date.
BASIS FOR OPINION
We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing (SAs) specified under
sub-section (10) of Section 143 of the Act. Our responsibilities under
those SAs 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
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 audit opinion on
the standalone financial statements.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the standalone financial
statements for the financial year ended 31st March, 2025. This matter
was 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. For each matter
below, our description of how our audit addressed the matter is
provided in that context.
We have determined the matters described below to be the key
audit matters to be communicated in our report. We have fulfilled
the responsibilities described in the Auditor's responsibilities for
the audit of the standalone financial statements section of our
report, including in relation to these matters. Accordingly, our audit
included the performance of procedures designed to respond to our
assessment of the risks of material misstatement of the standalone
financial statements. The results of our audit procedures, including
the procedures performed to address the matters below, provide
the basis for our audit opinion on the accompanying standalone
financial statements.
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The Key audit matters
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How our audit addressed the key audit matter
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Impairment of the Company's investments in and loans granted to subsidiaries and other receivables from subsidiaries (Also refer Note
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2 (XXIII)e, 7 and 8 to the standalone financial statements)
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As at 31st March, 2025, the Company has investments in and loans
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Our audit procedures included the following:
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granted to subsidiaries amounting to ' 3,188.39 crore and to
'1,710.55 crore respectively.
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a. We obtained understanding, assessed and tested the design
and operating effectiveness of the Company's key controls
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The Company accounts for above investments in subsidiaries at cost
/ loan at amortized cost. As per requirement of Ind AS 36 "Impairment
of assets", the management reviews at each reporting period
whether there are any indicators of impairment of the investments in
subsidiaries and where impairment indicators exist, the management
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related to the impairment evaluation process.
b. We assessed the impairment model prepared by the
management and the assumptions used, with particular
attention to the following:
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estimates the recoverable amounts of the investments, being higher
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i. benchmarking or assessing key assumptions used in the
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of fair value less costs of disposal and value in use. The value in use
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impairment models, including discount rates, risk free rate
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of the underlying businesses is determined based on the discounted
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of return, long term growth rate and other key assumptions
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cash flow projections. Significant judgements are required to determine
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against external and internal data;
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the key assumptions used in the discounted cash flow models, such
as discount rate, growth rate and future operating and finance cost
based on management's view of future business prospects.
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ii. assessing the cash flow forecasts through analysis of actual
past performance and comparison to previous forecasts;
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The Key audit matters
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How our audit addressed the key audit matter
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Considering the materiality of the amount involved, and significant
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iii. testing the mathematical accuracy and performing
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management judgement required for valuation, Impairment of
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sensitivity analysis of the models;
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investments in and loans granted to subsidiaries is determined to be
a key audit matter in the current year audit.
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iv. understanding the commercial prospects of the assets/
projects, and comparison of assumptions with external data
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sources to the extent possible; and
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v. Obtained suitable management representation on the
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projection of future cash flows and various assumptions
used in the valuation.
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c.
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We compared the carrying values of the investments and loans
to subsidiaries with their respective net assets values and
earnings for the period.
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d.
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We evaluated the disclosures made in the standalone financial
statements for compliance with the requirement of Ind AS 36
'Impairment of Assets
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Accuracy and completeness of disclosure of related party transactions and compliance with the provisions of Act and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended ('SEBI (LODR) 2015') (as described in note 33 of the standalone
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financial statements)
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We identified the accuracy and completeness of disclosure of related
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Our
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procedures in relation to the disclosure of related party
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party transactions as set out in respective notes to the standalone
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transactions included the following:
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financial statements as a key audit matter due to:
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a.
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We obtained an understanding, evaluated the design and tested
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- the significance of transactions with related parties during the
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operating effectiveness of the controls related to capturing
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year ended 31st March, 2025.
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related party transactions and management's process of
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- Related party transactions are subject to the compliance
requirement under the Companies Act 2013 and SEBI (LODR) 2015.
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ensuring all transactions and balances with related parties have
been disclosed in the standalone financial statements.
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b.
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We obtained an understanding of the Company's policies and
procedures in respect of evaluating arms-length pricing and
approval process by the audit committee and the board of
directors.
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c.
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We agreed the amounts disclosed with underlying
documentation and read relevant agreements, evaluation of
arms-length by management, on a sample basis, as part of our
evaluation of the disclosure.
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d.
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We assessed management evaluation of compliance with the
provisions of Section 177 and Section 188 of the companies Act
2013 and SEBI (LODR) 2015.
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e.
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We evaluated the disclosures through reading of statutory
information, books and records and other documents obtained
during the course of our audit.
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INFORMATION OTHER THAN THE STANDALONE FINANCIAL
STATEMENTS AND AUDITOR'S REPORT THEREON
The Company's Board of Directors is responsible for the other
information. The other information comprises the information included
in the Company's Annual Report but does not include the standalone
financial statements and our auditor's report thereon.
Our opinion on the standalone financial statements does not cover
the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the standalone financial statements,
our responsibility is to read the other information and, in doing so,
consider whether such other information is materially inconsistent
with the standalone financial statements, or our knowledge obtained
in the audit or otherwise appears to be materially misstated. If, based
on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that
fact. We have nothing to report in this regard.
RESPONSIBILITIES OF THE MANAGEMENT FOR THE
STANDALONE FINANCIAL STATEMENTS
The Company's Board of Directors are responsible for the matters
stated in sub-section (5) of Section 134 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
including other comprehensive income, cash flows and changes in
equity of the Company in accordance with the accounting principles
generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under Section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015, as
amended. 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.
In preparing the standalone financial statements, the management
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 management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the
Company's financial reporting process.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE
STANDALONE FINANCIAL STATEMENTS
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 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.
As part of an audit in accordance with SAs, we exercise professional
judgment 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 clause (i) of sub-section (3) of Section 143
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 managements and Board
of Directors use of the going concern basis of accounting in
preparation of standalone Financial Statement 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.
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.
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.
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 for the financial year
ended 31st March, 2025, 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
1. 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 A" a statement on the matters specified in paragraphs
3 and 4 of the Order, to the extent applicable.
2. As required by sub-section (3) of Section 143 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 for the matters
stated in paragraph (i) (vi) below on reporting under Rule
11 (g) of the Companies (Audit and Auditors) Rules, 2014,
as amended.
c. The balance sheet, the statement of profit and loss
including other comprehensive income, the statement
of cash flow and the statement of changes in equity
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 Accounting Standards
specified under Section 133 of the Act, read with
Companies (Indian Accounting Standards) Rules, 2015,
as amended.
e. On the basis of the written representations received from
the directors as on 31st March, 2025 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 sub-section (2) of Section 164 of the Act.
f. With respect to the adequacy of the internal financial
controls with reference to these standalone financial
statements and the operating effectiveness of such
controls, refer to our separate Report in "Annexure B" to
this report.
g. I n our opinion, the managerial remuneration for the year
ended 31st March, 2025 has been paid / provided by the
Company to its directors in accordance with the provisions
of section 197 read with Schedule V to the Act;
h. The modification relating to the maintenance of accounts
and other matters connected therewith are as stated in
paragraph (b) above on reporting under clause (b) of sub¬
section (3) of Section 143 of the Act and paragraph (i) (vi)
below on reporting under Rule 11 (g) of the Companies
(Audit and Auditors) Rules, 2014, as amended.
i. 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 has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements - Refer note 31 (a) to the
standalone financial statements;
ii. The Company has made a provision, as required
under the applicable law or accounting standards,
for material foreseeable losses, if any, on long-term
contracts including derivative contracts.
iii. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company.
iv. (a) The Management has represented that, to
the best of its knowledge and belief, 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 persons or entities,
including foreign entity ("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 to or on
behalf of the Ultimate Beneficiaries.
(b) The Management has represented that, to
the best of its knowledge and belief, no funds
(which are either material either individually
or in aggregate) have been received by the
Company from any person or entity, including
foreign entity ("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 ("Ultimate Beneficiaries") by or on
behalf of the Funding Parties or provide any
guarantee, security or the like from or on behalf
of the Ultimate Beneficiaries; and
(c) Based on the audit procedures that have been
considered reasonable and appropriate on
the circumstances, nothing has come to our
notice that has caused us to believe that the
representation under sub-clause (i) and (ii) of
Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement.
v. The final dividend paid by the Company during the
year in respect of the same declared for the previous
year is in accordance with section 123 of the Act
to the extent it applies to payment of dividend.
As stated in note 45 to the standalone financial
statements, the Board of Directors of the Company
has proposed dividend for the year which is subject
to the approval of the members at the ensuing
Annual General Meeting. The dividend declared is in
accordance with section 123 of the Act to the extent
it applies to declaration of dividend.
vi. As more fully described in note 43 (x) to the
standalone financial statements, based on our
examination which included test checks, the
Company 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 is not enabled for direct changes
to data in the underlying database of SAP HR -
Payroll application for certain users as described in
note 43 (x) 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 accounting software
where the audit trail has been enabled. Additionally,
the audit trail of prior year has been preserved by
the Company as per the statutory requirements for
record retention to the extent it was enabled and
recorded in the respective year.
For SHAH GUPTA a CO.,
Chartered Accountants
Firm Registration No.: 109574W
Vipul K Choksi
Partner
Place: Mumbai M. No.037606
Date: 30th April, 2025 UDIN: 25037606BMMBST8879
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