Auditor Report of Shyam Metalics and Energy Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements
of Shyam Metalics and Energy Limited ("the Company"), which
comprise the Balance Sheet as at 31 March 2025, and the Statement
of Profit and Loss, including Other Comprehensive Income,
Statement of Changes in Equity and 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 (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 and based on the consideration of reports
of other auditor on the separate audited financial statements of
Shyam Metalics Employees Welfare Trust ("ESOP Trust"), 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
prescribed under section 133 of the Act read with Companies
(Indian Accounting Standards) Rules, 2015, as amended ("Ind AS")
and other accounting principles generally accepted in India, of the
state of affairs of the Company as at 31 March 2025, and profit, other
comprehensive income, changes in equity and its cash flows 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 section
143(10) of the Act. Our responsibilities under those Standards are further
described in the ''Auditor''s Responsibilities for the Audit ofthe 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 obtained by us and with the consideration of report of
the other auditors referred to in the "Other Matters" section below, is
sufficient and appropriate to provide a basis for our opinion.

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 year ended 31
March 2025. 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. We have determined the matters described below to be the
key audit matters to be communicated in our report.

S. No.	Key Audit Matter	How the Key Audit Matter was addressed in our audit
1	Recognition, measurement and presentation of contingent	Our audit procedures included the following:
	liabilities and other litigations Assessment of litigations and related disclosure of contingent liabilities (Refer Note 1C (c) to the standalone financial statements- "Significant accounting judgments, estimates and	•	We understood the processes, evaluated the design and implementation of controls and tested the operating effectiveness of the Company''s controls over the recording and re-assessment of uncertain legal positions, litigations and contingent liabilities;
	assumptions - Provisions and contingent liabilities" and Note 41 (c) to the standalone financial statements "Contingent liabilities") as at 31 March 2025. The Company, in the normal course of business, is contesting various claims and proceedings including matters relating to direct and indirect taxes that arise from time	•	We obtained an understanding of the nature of litigations pending against the Company by reading the minutes of the Board of Directors meetings and discussing the developments during the year for key litigations with Senior Management personnel.
	to time. The Company assesses the need to make provision or disclose a contingency on a case to-case basis considering the underlying facts of each such litigation or dispute. This	•	Verified the completeness of the litigations and claims by examining, on a sample basis, the legal and professional expenses incurred during the year.
	assessment is significant to our audit, to assess adequacy of disclosure or provision in the books of account. The accounting and disclosure for contingent liabilities is complex & involves	•	We performed our assessment on a test basis on the underlying calculations supporting the contingent liabilities/other significant litigations disclosed in the standalone financial statements;
	judgment in assessing the outcome of the matter and estimating the potential impact if the outcomes are unfavourable, and the amounts involved are, or can be, material to the standalone financial statements. Considering the amounts, which can be material and involves significant management judgement and estimation, we have identified this as a key audit matter.	•	Evaluated the evidence supporting the judgement of the management about possible outcomes and the reasonableness of the assumptions and estimates, used in measuring the probable or possible impact.

S. Key Audit Matter No.	How the Key Audit Matter was addressed in our audit
	• Involved our internal tax experts to challenge the Management judgement and rationale with respect to tax provisions not made in the books of account or disclosed as contingent liability or cases where outflow of resources is remote and do not warrant any disclosure.
	• We also obtained independent legal confirmations for significant matters from the legal counsels or law firms handling such matters to corroborate management''s conclusions. • Evaluated appropriateness and adequacy of the disclosures of the contingent liability made in the Standalone financial statements in accordance with the requirements of Ind AS 37 - ''Provisions, Contingent Liabilities and Contingent Asset'' and Ind AS 12 - ''Income Taxes''.

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 Director''s report,
Chairman''s statement, Management Discussion and Analysis and
report on corporate governance but does not include the standalone
financial statements and our auditor''s report thereon. The Director''s
report, Chairman''s statement, Management Discussion and Analysis
and report on corporate governance 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 Director''s report, Chairman''s statement,
Management Discussion and Analysis and report on corporate
governance, if we conclude that there is a material misstatement
therein, we are required to communicate the matter to those
charged with governance under SA 720 ''The Auditor''s responsibilities
Relating to Other Information'' and describe actions applicable in the
applicable laws and regulations

Responsibilities of Management and Those Charged
with Governance for the standalone Financial
Statements

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 Accounting Standards
specified under section 133 of the Act. The respective Management
and Board of Directors of the Company and the Trustees of the ESOP

Trust are responsible for maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding of the
assets of the Company and the ESOP Trust 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 statement 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 respective
Management and Board of Directors of the Company and the Trustees
of the ESOP Trust are responsible for assessing the Company''s / ESOP
Trust''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 / Trustees of the ESOP Trust
either intends to liquidate the Company / ESOP Trust, respectively, or
to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the Company and Trustees of
the ESOP Trust are responsible for overseeing the financial reporting
process of the Company and the ESOP Trust.

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.

We give in "Annexure A" a detailed description of Auditor''s
responsibilities for Audit of the Standalone Financial Statements.

Other Matter

We did not audit the financial statements of the ESOP Trust included in
the standalone financial statements of the Company whose financial
statements reflects total assets of t 39.36 crores as at 31 March 2025,
total revenues of t 8.72 crores and net cash flows of t 0.40 crores for
the year ended on that date, as considered in the financial statements
of the ESOP Trust. The financial statements of ESOP Trust have been
audited by their auditors whose report has been furnished to us,
and our opinion in so far as it relates to the amounts and disclosures
included in respect of this ESOP Trust, is based solely on the report
of such auditor.

Our opinion is not modified in respect of this matter.

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 "Annexure B" a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

2. 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 for the matters
stated in the paragraph 2 (h) (vi) below on reporting
under Rule 11 (g). and except that, in the absence of
sufficient appropriate audit evidence we are unable to
comment whether back-up of the books of account and
other books and papers maintained in electronic mode,
have been kept in servers physically located in India
on a daily basis for the period 01 January 2025 to 31
March 2025, as explained in Note 50(j) to the standalone
financial statements.

(c) The Balance Sheet, the Statement of Profit and Loss
including other comprehensive income, the Statement
of Changes in Equity and the Statement of Cash Flow
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.

(e) On the basis of the written representations received from
the directors as on March 31,2025 taken on record by the
Board of Directors, none of the directors are disqualified
as on 31 March 2025 from being appointed as a director in
terms of Section 164 (2) of the Act.

(f) The reservation relating to the maintenance of accounts
and other matters connected therewith are as stated

in paragraph 2 (b) above on reporting under Section
143 (3) (b) and paragraph 2 (h) (vi) below on reporting
under Rule 11 (g).

(g) With respect to the adequacy of the internal financial
controls with reference to standalone financial statements
of the Company and the operating effectiveness of such
controls, refer to our separate Report in "Annexure C".

(h) With respect to the other matters to be included in
the Auditor''s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, 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 41 (c) to the
standalone financial statements;

ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses.

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 person(s) or entity(ies),
including foreign entities ("Intermediaries"),
with the understanding, whether recorded
in writing or otherwise, that the Intermediary
shall, 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, 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, as on the date of
this audit report, that the Company shall,
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.

(C) Based on the audit procedures performed
that have been considered reasonable
and appropriate in the circumstances, and
according to the information and explanations
provided to us by the Management in this
regard nothing has come to our notice that has
caused us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e) as
provided under (A) and (B) above, contain any
material mis-statement.

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 Companies Act 2013 to the extent it applies to
payment of dividend.

The interim dividend declared and paid by the
Company during the year and until the date of this
audit report is in accordance with section 123 of the
Companies Act 2013.

The Board of Directors of the Company have
proposed final 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. (Refer note 18
(j) to the Standalone financial statements)

vi. Based on our examination which included test
checks, the Company has used two accounting
softwares for maintaining its books of accounts.
One of the softwares, has a feature of recording
audit trail (edit log) facility, except that no audit
trail feature was enabled at the database level in
respect of the said accounting software to log any
direct data changes as explained in note 50 (j) to

the standalone financial statements. Further, where
enabled, audit trail feature has been operated for
all relevant transactions recorded in the accounting
software. Also, during the course of our audit, we did
not come across any instance of audit trail feature
being tampered with in respect of such accounting
software. 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 respective years.

In case of the second accounting software, it 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.
Further, during the course of our audit, we did not
come across any instance of audit trail feature being
tampered with. Additionally, the audit trail of prior
year has been preserved by the Company as per the
statutory requirements for record retention.

3. In our opinion, according to information, explanations given
to us, the remuneration paid by the Company to its directors
is within the limits laid prescribed under Section 197 read with
Schedule V of the Act and the rules thereunder.

For M S K A and Associates

Chartered Accountants

ICAI Firm Registration No.105047W

Dipak Jaiswal

Partner

Membership No. 063682

UDIN: 25063682BMOTOB7558

Place: Kolkata

Date: 09 May 2025

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Mar 31, 2024

Shyam Metalics and Energy Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Shyam Metalics and Energy Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2024, and the Statement of Profit and Loss, including Other Comprehensive Income, Statement of Changes in Equity and 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 (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, and based on the consideration of reports of other auditor on the separate financial statements ofthe Shyam Metalics Employees Welfare Trust (''ESOP Trust''), 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 prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended (“Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, profit, other comprehensive income, changes in equity and its cash flows 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 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 obtained by us and on consideration of audit reports of other auditor referred to in the “Other Matters" section below, is sufficient and appropriate to provide a basis for our opinion.

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 year ended March 31, 2024. 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sr. No	Key Audit Matter	How the Key Audit Matter was addressed in our audit
1	Recognition, measurement and presentation of Contingent Liabilities and other litigations:
	Assessment of litigations and related disclosure of contingent liabilities (Refer Note 1C (c) to the standalone financial statements-“Significant accounting judgments, estimates and assumptions -Provisions and contingent liabilities"and Note 40 (c) to the standalone financial statements “Contingent liabilities") as at March 31, 2024. The Company, in the normal course of business, is contesting various claims and proceedings including matters relating to direct and indirect taxes that arise from time to time. The Company assesses the need to make provision or disclose a contingency on a case to-case basis considering the underlying facts of each such litigation or dispute. This assessment is significant to our audit, to assess adequacy of disclosure or provision in the books of account.	Our audit procedures included the following: • We understood the processes, evaluated the design and implementation of controls and tested the operating effectiveness of the Company''s controls over the recording and re-assessment of uncertain legal positions, litigations and contingent liabilities; • We obtained an understanding of the nature of litigations pending against the Company by reading the minutes of the Board of Directors meetings and discussing the developments during the year for key litigations with Senior Management personnel. • Verified the completeness of the litigations and claims by examining, on a sample basis, the legal and professional expenses incurred during the year. • We performed our assessment on a test basis on the underlying calculations supporting the contingent liabilities/ other significant litigations disclosed in the standalone financial statements; • Evaluated the evidence supporting the judgement of the management about possible outcomes and the reasonableness of the assumptions and estimates, used in measuring the probable or possible impact.

Sr. No	Key Audit Matter	How the Key Audit Matter was addressed in our audit
	The accounting and disclosure for contingent liabilities is complex & involves judgment in assessing the outcome of the matter and estimating the potential impact if the outcomes are unfavourable, and the amounts involved are, or can be, material to the standalone financial statements. Considering the amounts, which can be material and involves significant management judgement and estimation, we have identified this as a key audit matter.	• Involved our internal tax experts to challenge the Management judgement and rationale with respect to tax provisions not made in the books of account or disclosed as contingent liability or cases where outflow of resources is remote and do not warrant any disclosure. • We also obtained independent legal confirmations for significant matters from the legal counsels or law firms handling such matters to corroborate management''s conclusions.; • Evaluated appropriateness and adequacy of the disclosures of the contingent liability made in the Standalone financial statements in accordance with the requirements of Ind AS 37 -''Provisions, Contingent Liabilities and Contingent Asset'' and Ind AS 12 - ''Income Taxes''.

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 Director''s Report, Chairman''s Statement, Management Discussion and Analysis and report on corporate governance but does not include the standalone financial statements and our auditor''s report thereon. The Director''s Report, Chairman''s Statement, Management Discussion and Analysis and report on corporate governance is expected to be made available to us after the date of this auditor''s report.

Our opinion on the consolidated 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 consolidated 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 consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the Director''s Report, Chairman''s Statement, Management Discussion and Analysis and report on corporate governance, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance under SA 720 ''The Auditor''s responsibilities Relating to Other Information'' and describe actions applicable in the applicable laws and regulations.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

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 Accounting Standards specified under section 133 of the Act. The respective Management

and Board of Directors of the Company and the Trustees of the ESOP Trust are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and ESOP Trust 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 statement 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 respective Management and Board of Directors of the Company and the Trustees of the ESOP Trust, are responsible for assessing the Company''s / ESOP Trust''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 / Trustees of the ESOP Trust either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors / Trustees of the ESOP Trust are also responsible for overseeing the Company''s / ESOP Trust''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.

We give in "Annexure A" a detailed description of Auditor''s responsibilities for Audit of the Standalone Financial Statements.

Other Matter

(a) The standalone financial statements of the Company for the year ended March 31, 2023, were audited by another auditor whose report dated May 24, 2023 expressed an unmodified opinion on those statements.

(b) We did not audit the financial statements of the ESOP Trust, whose financial statements reflect total assets of H 47.08 crores as at March 31, 2024, total revenues of H Nil and net cash flows amounting to H Nil crores for the year ended on that date, as considered in the standalone financial statements. These financial statements have been audited by other auditor whose report has 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 the ESOP Trust is based solely on the reports of the other auditors.

Our opinion is not modified in respect of this matter.

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 "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. 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 for the matters stated in the paragraph 2 (h) (vi) below on reporting under Rule 11(g)

(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Statement of Changes in Equity and the Statement of Cash Flow 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.

(e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 2 (b) above on reporting under Section 143(3)(b) and paragraph 2 (h) (vi) below on reporting under Rule 11(g).

(g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C".

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 40 to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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, as disclosed in the note 49 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, 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, other than as disclosed in the note 49 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, 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.

(C) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and

according to the information and explanations provided to us by the Management in this regard nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (A) and (B) above, contain any material mis-statement.

v. The Board of Directors of the Company have proposed final 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. [Refer note 18 (j) to the standalone financial statements].

vi. Based on our examination, the Company has used an accounting software for maintaining its books of account which has the feature of recording audit trail (edit log) facility, which was enabled, except in respect of certain relevant transactions at application level. Further, we were unable to verify whether the audit trail feature was enabled at the database level in respect of this software, to log any direct data changes.

The audit trail facility, which was enabled at the application level, as reported above, has been operated for relevant transactions recorded throughout the year.

During the course of our examination, we did not come across any instance of the audit trail being tampered with.

3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 read with Schedule V of the Act and the rules thereunder.

For M S K A & Associates

Chartered Accountants

ICAI Firm Registration No. 105047W

Dipak Jaiswal

Partner

Membership No. 063682 UDIN: 24063682BKATCV3295

Place: Kolkata Date: May 14, 2024

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Mar 31, 2023

Shyam Metalics and Energy Limited

Report on the Audit of the Standalone Financial StatementsOpinion

We have audited the accompanying standalone financial statements of SHYAM METALICS AND ENERGY LIMITED (the "Company"), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date and a summary of significant 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, read with our comments in Key Audit Matter paragraph below, 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 March 31,2023 and its profit, total comprehensive income, changes in equity and its cash flows 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 ("SA"s) 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 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 made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us 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 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

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.

Key audit matter How our audit addressed the key audit matter Revenue from Sale of Goods [Refer to Note 29 to the standalone financial statements]

The Company recognizes revenues when control of the goods is transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. In determining the sales price, the Company considers the effects of rebates and discounts (variable consideration). The terms of arrangements in case of domestic and exports sales, including the timing of transfer of control, the nature of discount and rebates arrangements, delivery specifications including incoterms, create complexity and judgment in determining sales revenues. The risk is, therefore, that revenue is not recognized in accordance with terms of Ind AS 115 ''Revenue from contracts with customers'', and accordingly, it was determined to be a key audit matter in our audit of the standalone financial statements.

Our audit procedures included the following: • Considered the adequacy of the Company''s revenue recognition policy and its compliance in terms of Ind AS 115 ''Revenue from contracts with customers. • Assessed the design and tested the operating effectiveness of internal financial controls related to revenue recognition. • Performed sample tests of individual sales transaction and traced to sales invoices and other related documents. In respect of the samples selected, tested that the revenue has been recognized in accordance with Ind AS 115. • Selected sample of sales transactions made pre and post-year end, agreed the period of revenue recognition to underlying documents. • Selected samples of rebates and discounts during the year, compared them with the supporting documents and performed re-calculation of those variable considerations as per scheme documents.

Key audit matter How our audit addressed the key audit matter
	• Assessed the relevant disclosures made in the standalone financial statements.
The Company''s Exposure to Litigations Risk and related disclosure of Contingent Liabilities [Refer to Note 40 (b) to the standalone financial statements]
As at March 31, 2023, the Company has exposures towards litigations relating to different laws, regulations and interpretations. Significant management judgement is required to assess such matters to determine the probability of occurrence of material outflow of economic resources and whether a provision should be recognised or a disclosure should be made. The management judgement is also supported with legal advice in certain cases as considered appropriate. As the ultimate outcome of the matters are uncertain and the positions taken by the management are based on the application of their best judgement, related legal advice including those relating to interpretation of laws / regulations, it is considered to be a Key Audit Matter.	Our audit procedures included the following: • Understood the process followed by the Company for assessment of litigations and determination of Contingent Liabilities relating to relevant laws and regulations. • Inquired with the management for recent developments and the status of the material litigations which were reviewed and noted. • Examined the assumptions used in estimation of the tax provision and the possible outcome of the disputes underlying calculations supporting the contingent liabilities/ other significant litigations disclosed in the standalone financial statements. • Evaluated management''s assessments and position by understanding precedents set in similar cases and assessed the reliability of the management''s past estimates/ judgements. • Assessed the adequacy of the Company''s disclosures in the standalone financial statements. Based on the above work performed, the assessment in respect of litigations and related disclosures relating to contingent liabilities/ other significant litigations in the Standalone Financial Statements is considered to be reasonable.

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 Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility and Sustainability Report, Corporate Governance and Shareholder''s Information, 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 the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained during the course of our 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 Management and Those Charged with Governance for the Standalone Financial Statements

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, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS 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 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, 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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 judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of the internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3X0 of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal control system 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 the management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the

related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the

standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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 of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

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 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.

(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of changes in Equity and the Statement of Cash flows comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to the standalone financial statements of the company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and in accordance to the explanations given to us, the managerial remuneration for the year ended March 31, 2023 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with the Schedule V to the Act.

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - [Refer Note 40 (b) to the standalone financial statements]

ii. The Company has made provision, as required

under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contract - (Refer Note 54 to the standalone financial statements)

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company - (Refer Note 56 to the standalone financial statements)

iv. (A) The Management has represented that, to the

best of its knowledge and belief, other than as disclosed in the note 45 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 persons or entities, including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall 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, other than as disclosed in the note 45 to the Standalone Financial Statements, no funds have been received by the Company from any persons or entities, 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 by or on behalf of the Funding Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(C) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under subclause (i) and (ii) of Rule 11(e), as provided under (A) and (B) above, contain any material misstatement.

v. As stated in Note 17 to the standalone financial

statements:

(A) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

(B) The interim dividend declared and paid by the Company during the year and until the date of this report is in compliance with Section 123 of the Act.

(C) The Board of Directors of the Company have proposed interim dividend for the Financial Year 2023-24 which is in accordance with section 123 of the Act, as applicable.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of

Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP

Chartered Accountants

Firm Registration No. - 306033E/E300272

Vivek Agarwal Partner

Membership No: 301571 UDIN: 23301571BGSYBC2789

Place: Kolkata

Date: 24th day of May, 2023

---

Mar 31, 2022

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of SHYAM METALICS AND ENERGY LIMITED (the "Company”), which comprise the Balance Sheet as at March 31, 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date and a summary of significant 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 March 31,2022 and its profit, total comprehensive income, changes in equity and its cash flows 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 ("SA”s) 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 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 ("ICAO 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 made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matter

We draw attention to Note 45 to the standalone financial statements regarding the impact of COVID-19 on the financial statements. The Company has not considered the possible effects that may result from the pandemic relating to COVID-19 as same is not material. In developing the assumptions relating to the possible future uncertainties in the global economic conditions because of this pandemic, the Company, as at the date of approval of these financial statements has used internal and external sources of information including credit reports and related information and economic forecasts. The impact of COVID-19 on the Company''s financial statements may differ from that estimated as at the date of approval of these financial statements and the Company will continue to closely monitor any material changes to future economic conditions.

Our opinion is not modified in respect of this matter.

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 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

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.

Key audit matter	How our audit addressed the key audit matter
Revenue from Sale of Goods [Refer to Note 29 to the standalone financial statements]
The Company recognizes revenues when control of the goods is transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. In determining the sales price, the Company considers the effects of rebates and discounts (variable consideration). The terms of arrangements in case of domestic and exports sales, including the timing of transfer of control, the nature of discount and rebates arrangements, delivery specifications including incoterms, create complexity and judgment in determining sales revenues. The risk is, therefore, that revenue is not recognized in accordance with terms of Ind AS 115 ''Revenue from contracts with customers'', and accordingly, it was determined to be a key audit matter in our audit of the standalone financial statements.	Our audit procedures included the following: • Considered the adequacy of the Company''s revenue recognition policy and its compliance in terms of Ind AS 115 ''Revenue from contracts with customers''. • Assessed the design and tested the operating effectiveness of internal financial controls related to revenue recognition. • Performed sample tests of individual sales transaction and traced to sales invoices and other related documents. In respect of the samples selected, tested that the revenue has been recognized in accordance with Ind AS 115. • Selected sample of sales transactions made pre and post-year end, agreed the period of revenue recognition to underlying documents. • Selected samples of rebates and discounts during the year, compared them with the supporting documents and performed re-calculation of those variable considerations as per scheme documents. • Assessed the relevant disclosures made in the standalone financial statements.
The Company''s Exposure to Litigations Risk and related disclosure of Contingent Liabilities [Refer to Note 40 (b) to the standalone financial statements]
As at March 31, 2022, the Company has exposures towards litigations relating to different laws, regulations and interpretations. Significant management judgement is required to assess such matters to determine the probability of occurrence of material outflow of economic resources and whether a provision should be recognised or a disclosure should be made. The management judgement is also supported with legal advice in certain cases as considered appropriate. As the ultimate outcome of the matters are uncertain and the positions taken by the management are based on the application of their best judgement, related legal advice including those relating to interpretation of laws / regulations, it is considered to be a Key Audit Matter.	Our audit procedures included the following: • Understood the process followed by the Company for assessment of litigations and determination of Contingent Liabilities relating to relevant laws and regulations. • Inquired with the management for recent developments and the status of the material litigations which were reviewed and noted. • Examined the assumptions used in estimation of the tax provision and the possible outcome of the disputes underlying calculations supporting the contingent liabilities/other significant litigations disclosed in the standalone financial statements. • Evaluated management''s assessments and position by understanding precedents set in similar cases and assessed the reliability of the management''s past estimates/judgements. • Assessed the adequacy of the Company''s disclosures in the standalone financial statements. Based on the above work performed, the assessment in respect of litigations and related disclosures relating to contingent liabilities/other significant litigations in the Standalone Financial Statements is considered to be reasonable.

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 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 the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our 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 Management and Those Charged with Governance for the Standalone Financial Statements

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, including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS 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 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, 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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 judgement and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for

one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of the internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)® of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal control system 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 the management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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 of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2020 (the "Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order.

2) 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.

(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the 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 Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

(e) On the basis of the written representations received from the directors as on March 31,2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2022 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to the standalone financial statements of the company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B!

(g) In our opinion and to the best of our information and in accordance to the explanations given to us, the managerial remuneration for the year ended March 31, 2022 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with the Schedule V to the Act.

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 40 (b) to the standalone financial statements;

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contract - Refer Note 55 to the standalone financial statements;

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company - Refer Note 57 to the standalone financial statements.

(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 person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other person(s) or entity(ies) identified in any manner whatsoever by or on behalf of the Company ["Ultimate Beneficiary(ies)"] or provide any guarantee, security or the like on behalf of the Ultimate Beneficiary(ies);

(B) The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), 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 person(s) or entity(ies) identified in any manner whatsoever by or on behalf of the Funding Party(ies) ["Ultimate Beneficiary(ies)"] or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(C) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations set out in sub-clause (A) and (B) above, contain any material misstatement.

(v) As stated in Note 17 to the standalone financial statements:

(A) The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

(B) The interim dividend declared and paid by the Company during the year and until the date of this report is in compliance with Section 123 of the Act.

(C) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

For S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP

Chartered Accountants

Firm Registration No. - 306033E/E300272

Vivek Agarwal

Partner

Membership No: 301571

UDIN:22301571AJFCQP3574

Place: Kolkata

Date: 18^th day of May, 2022