1. We have audited the accompanying standalone financial statements of Suzlon Energy Limited (‘the Company’), which comprise the Standalone Balance Sheet as at 31 March 2025, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Cash Flow and the Standalone Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information, in which are included the returns for the year ended on that date audited by the branch auditors of the Company’s branches located at the Federal Republic of Germany and the Kingdom of Netherlands.
2. In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of the branch as referred to in paragraph 16 below, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (‘the Act’) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind AS’) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2025, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained together with the audit evidence obtained by the branch, in terms of their reports referred to in paragraph 16 of the Other Matter section below is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
4. We draw attention to Note 1 to the accompanying standalone financial statements, which describes that pursuant to the Scheme of Amalgamation (the ‘Scheme’) between the Company and its erstwhile wholly-owned subsidiary, namely, Suzlon Global Services Limited (referred to as ‘Transferor Company’), as approved by the Hon’ble National Company Law Tribunal vide order dated 8 May 2025, the Transferor Company has been amalgamated with the Company with effect from appointed date of 15 August 2024. The Company has given accounting effect to the business combination in accordance with the Scheme and the accounting principles prescribed under Appendix C of Ind AS 103, Business Combinations, applicable to common control business combinations. Accordingly, the comparative financial information for the year ended 31 March 2024 has been restated in the accompanying standalone financial statements from the beginning of the earliest period presented, being 01 April 2023. Our opinion is not modified in respect of the above matter.
Key Audit Matters
5. Key audit matters are those matters that, in our professional judgment, and based on the consideration of the reports of the branch auditors as referred to paragraph 16 below, were of most significance in our audit of the standalone financial statements of the current year. 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.
6. We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter
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How our audit addressed the key audit matter
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Impairment assessment of investment in equity shares
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Our audit procedures in relation to assessment of the
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of and Inter Corporate Deposits given to SE Forge
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recoverable amount of investments and Inter Corporate
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Limited
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Deposits included, but were not limited to, the following:
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As described in Note 9 and Note 11 to the standalone
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• Obtained an understanding of management’s impairment
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financial statements, carrying value of investment in
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assessment process and evaluated the design and tested
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equity shares of, and Inter Corporate Deposits given to SE
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the operating effectiveness of internal controls over such
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Forge Limited (SEFL) as at 31 March 2025 amounted to
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process
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? 290.73 crores and ? 118.97 crores respectively, net off
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• Obtained the impairment analysis carried out by the
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impairment losses of ? 754.23 crores. Refer Note 2.3(q) for the related material accounting policy information.
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management including report of external valuation expert • Assessed the professional competence and objectivity of
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The management has noted impairment indicators as
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the external valuation expert engaged by management
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Company’s share in net asset of SEFL is lower than the
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• Assessed the methodology used by the management to
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carrying value of investment in and Inter Corporate
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estimate the recoverable value of investment in and Inter
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Deposits given as at 31 March 2025.
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Corporate Deposits
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The recoverable amount of the investment in and Inter
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• Engaged auditor’s expert to assess appropriateness of
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Corporate Deposits are assessed based on assumptions
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valuation methodology used by the management and
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that require the management to exercise their judgment
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reasonableness of valuation assumptions used
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such as future expected revenue, future expected
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• Traced the projected cash flows to approved business plans
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revenue growth rate, gross margins, future cash flows,
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and critically challenged underlying assumptions such as
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determination of historical trends and the most appropriate
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future expected revenue, future expected revenue growth
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discount rate. As a result of such impairment testing, the
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rate, terminal growth rate and gross margins basis our
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Company recorded a total impairment of ? 754.23 crores against these investments in earlier years.
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understanding of business and market conditions • Tested the arithmetical accuracy and sensitivity analysis
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Considering the materiality of the amounts and significant
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performed by management of key assumptions such as
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degree of judgement and subjectivity involved in the
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discount and growth rates and
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estimates and key assumptions used by the management in
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• Assessed the appropriateness of disclosures made in the
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determining recoverable amount of aforesaid investments
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standalone financial statements in accordance with the
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and Inter Corporate Deposits, we have considered this matter as a key audit matter for current year’s audit.
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requirements of applicable Indian Accounting Standards.
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Recoverability of trade receivables and other financial
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Our audit procedures in relation to recoverability of trade
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assets: Power evacuation infrastructure receivables (‘PE
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receivables and other financial assets included, but were not
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receivables’).
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limited to, the following:
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As described in Note 10 and Note 12 to the standalone
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• Obtained an understanding of the process of estimating
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financial statements, the Company has trade receivables
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recoverability and allowance for impairment of trade
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(net) of ? 3,682.90 crores and PE receivables (net) of
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receivables and PE receivables as per Ind AS 109
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? 41.12 crores respectively as on 31 March 2025. Refer
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• Evaluated the design and tested the operating effectiveness
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Note 2.3(q) for the related material accounting policy
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of the internal controls implemented over the aforesaid
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information.
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process.
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The Company recognises loss allowance for trade
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• Assessed reasonableness of the method, assumptions
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receivables and other financial assets as per the expected
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and judgements used by the management with respect
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credit loss (‘ECL’) principles enunciated under Ind AS 109,
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to recoverability and determination of the allowance for
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Financial Instruments (‘Ind AS 109’). Assessment of the
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impairment of trade receivables and PE receivables
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recoverability of trade receivables and other financial
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• Tested, on sample basis, the key input data used in the
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assets is inherently subjective and requires significant
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provisioning model by the Company such as repayment
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management judgement which includes consideration of
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history, terms of underlying arrangements, ageing of
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repayment history and financial position of entities from whom these balances are recoverable, terms of underlying
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outstanding balances, etc., basis underlying records
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arrangements, overdue balances, market conditions etc.
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• Obtained balance confirmation for selected samples and verified the reconciliation for differences, if any for the
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Considering the materiality of the amounts involved and
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confirmations received
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the high estimation uncertainty related to the risk that trade
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• Obtained management’s assessment of recoverability and
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receivables and PE receivables may not be recoverable,
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adequacy of ECL allowance with respect to specific overdue
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we have considered this matter as a key audit matter for current year’s audit.
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trade receivables and PE receivables
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Key audit matter
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How our audit addressed the key audit matter
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• Tested subsequent settlement of selected trade receivables after the Balance Sheet date
• Assessed the appropriateness of disclosures made in the standalone financial statements in accordance with the requirements of applicable Indian Accounting Standards.
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Recognition and recoverability of deferred tax assets
As detailed in note 32 to the accompanying standalone financial statements, the Company has deferred tax assets (net) aggregating to 638.05 crore as at 31 March 2025 recognised during the current year. Refer Note 2.3(f) for the related material accounting policy information.
The Company’s ability to recover the said deferred tax assets is assessed by the management at the close of each reporting period which depends on the forecasts of the future results and taxable profits that the Company expects to earn within the period by which such brought forward losses, unabsorbed depreciation can be adjusted against the taxable profits as governed by the Income-tax Act, 1961.
The determination of projected future taxable profits is inherently subjective and requires significant management judgement to be exercised with respect to key assumptions such as future growth rates and market and economic conditions, including expected favourable industry-focused trade policies. Any significant change in these assumptions could have a material impact on the carrying value of deferred tax assets.
We have identified the recognition and recoverability of deferred tax assets on carried forward tax losses, unabsorbed depreciation as a key audit matter for the current year audit considering the materiality of the amounts, complexities and significant judgements involved, as described above.
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Our audit procedures in relation to the recoverability of deferred
tax assets included, but were not limited to, the following:
• Evaluated the design and tested the operating effectiveness of key controls implemented by the Company over recognition and recoverability of deferred tax assets based on the assessment of Company’s ability to generate sufficient taxable profits in foreseeable future allowing the use of deferred tax assets within the time prescribed by income tax laws
• Reconciled the future business projections with approved business plans of the Company
• Tested the assumptions used in the aforesaid future projections such as growth rates, expected saving, increased utilisation of plants, etc. considering our understanding of the business, actual historical results, other relevant existing conditions, external data and market conditions
• Tested the arithmetical accuracy of the calculations including those related to sensitivity analysis performed by the management
• Performed independent sensitivity analysis to test the impact of possible variations in key assumptions
• Reviewed the historical accuracy of the cash flow projections prepared by the management in prior periods
• Evaluated management’s assessment of time period available for adjustment of such deferred tax assets as per provisions of the Income tax Act, 1961 and appropriateness of the accounting treatment with respect to the recognition of deferred tax assets as per requirements of Ind AS 12, Income Taxes
• Evaluated the appropriateness and adequacy of the disclosures made in the standalone financial statements in respect of deferred tax assets in accordance with applicable accounting standards
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Valuation and accounting of Employee Stock Option Plan (ESOP)
Refer Note 2.3(p) and Note 27 to the accompanying standalone financial statements for the material accounting policy information on share-based payments and relevant details of share-based payment expenses incurred during the year.
The Company has framed an ESOP scheme for its employees approved by the shareholders of the Company under which the Company pays remuneration to its employees for their services in the form of equity-settled share-based payments.
In accordance with the principles of Ind AS 102, Share Based Payment (Ind AS 102), the fair value of the aforesaid employee stock options granted under such scheme determined on the grant date is recognised as an employee benefits expense with a corresponding increase in equity over the vesting period.
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Our audit procedures in relation to valuation and accounting of
share-based payment expenses included, but were not limited
to, the following:
• Obtained an understanding of the terms and conditions of the Company’s Employee Stock Option Plans
• Evaluated the design and tested the operating effectiveness of internal controls implemented by management relating to accounting and valuation of share-based payments
• Assessed appropriateness of accounting policy adopted by the Company in accordance with the requirements of Ind AS 102
• Inspected approvals from appropriate authority for grant of options during the current year
• Evaluated professional competence and objectivity of valuation experts hired by the management for fair valuation
• Reviewed the report from valuation expert engaged by management for options granted during current year and tested the same for mathematical accuracy
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Key audit matter
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How our audit addressed the key audit matter
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The fair value is measured by external valuation experts using Black-Scholes valuation model which requires management to make certain key assumptions including expected volatility, dividend yield, risk-free interest rate, performance factor, attrition rate and non-acceptance factors. Further, the number of options expected to vest is based on management’s estimation of achievement of specified non-market performance based conditions.
Considering significant management judgment and estimates involved as described above, this matter was considered as a key audit matter for current year’s audit.
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• Assessed reasonableness of the valuation model, assumptions and estimates used in arriving at fair value including expected volatility, dividend yield, risk-free interest rate, etc., by engaging auditor’s valuation experts, and further evaluated management’s estimation of achievement of specified non-market performance conditions basis our understanding of the business and market conditions
• Evaluated appropriateness of disclosures made in standalone financial statements with respect to share based payments in accordance with applicable Indian Accounting Standards
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Information other than the Standalone Financial Statements and Auditor’s Report thereon
7. The Company’s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor’s report thereon. The Annual Report is expected to be made available to us after the date of this auditor's report.
Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
I n connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
8. The accompanying standalone financial statements have been approved by the Company’s Board of Directors. The Company’s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making 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.
9. In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
10. The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
11. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
12. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Ý 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;
Ý 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;
Ý Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;
Ý Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern;
Ý 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 and
Ý Obtain sufficient appropriate audit evidence regarding the business activities and standalone financial statements of the Company which includes financial information of its branches to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of standalone financial statements of the Company, of which we are the independent auditors. For the branches, included in the standalone financial statements, which have been audited by the branch auditors, such branch auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
13. 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.
14. 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.
15. 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 year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matter
16. We did not audit the annual financial statements of two branches included in the standalone financial statements of the Company whose annual financial statements reflects total assets of ? 68.33 crores as at 31 March 2025, total revenues of ? 130.01 crores and net cash inflows of ? 2.67 crores for the year ended on that date. These annual financial statements have been audited by the branch auditors whose reports have been furnished to us by the management, and our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of these branches, and our report in terms of sub-section (3) of section 143 of the Act in so far as it relates to the aforesaid branches, is based solely on the report of such branch auditors.
Further, these branches, are located outside India whose annual financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by branch auditors under generally accepted auditing standards applicable in India. The Company’s management has converted the financial statements of such branches from accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Company’s management. Our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of such branches is based on the report of branch auditors and the conversion adjustments prepared by the management of the Company and audited by us.
Our opinion above on the standalone financial statements, and our report on other legal and regulatory requirements below, are not modified in respect of the above matters with respect to our reliance on the work done by and the reports of the branch auditors.
Report on Other Legal and Regulatory Requirements
17. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.
18. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order’) issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure I, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
19. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, and on the consideration of the reports of the branch auditors as referred to in paragraph 16 above, we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;
b) I n our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us except for the matters stated in paragraph 19 (i) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rule, 2014 (as amended). Further, the back-up of the books of accounts and other books and papers of the Company maintained in electronic mode has been maintained on servers physically located in India, on a daily basis;
c) The reports on the accounts of the branch offices of the Company audited under section 143(8) of the Act by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report;
d) The standalone financial statements dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;
e) I n our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;
f) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of section 164(2) of the Act;
g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 19(b) above on reporting under section 143(3)(b) of the Act and paragraph 19 (i) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);
h) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company as on 31 March 2025 and the operating effectiveness of such controls, refer to our separate report in Annexure II wherein we have expressed an unmodified opinion; and
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 and based on the consideration of the reports of the branch auditors as referred to in paragraph 16 above:
i. The Company as detailed in note 39 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2025;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2025;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2025;
iv. a. The management has represented that, to the best of its knowledge and belief, as disclosed in note 47 (e)
to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person or entity, including foreign entities (‘the intermediaries’), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘the Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;
b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 47 (f) to the standalone financial statements, no funds have been received by the Company from any person or entity, including foreign entities (‘the Funding Parties’), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.
v. The Company has not declared or paid any dividend during the year ended 31 March 2025.
vi. As stated in Note 46.5 to the standalone financial statements and based on our examination which included test checks, the Company, in respect of financial year commencing on 1 April 2024, has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software except that the audit trail feature was not enabled at the database level for accounting software to log any direct data changes as described in Note 46.5 to the standalone financial statements. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, in respect of the accounting software where such feature is enabled. Furthermore, the audit trail has been preserved by the Company as per the statutory requirements for record retention.
For Walker Chandiok & Co LLP
Chartered Accountants
Firm’s Registration No.: 001076N/N500013
Rohit Arora
Partner
Membership No.: 504774
UDIN: 25504774BMIDMM3101
Place: Pune
Date: 29 May 2025
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