Auditor Report of Sterling and Wilson Renewable Energy Ltd.

Mar 31, 2025

STERLING AND WILSON RENEWABLE ENERGY LIMITED Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of STERLING AND WILSON RENEWABLE ENERGY LIMITED ("the Companyâ), which comprise the Standalone Balance Sheet as at March 31, 2025, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity, the Standalone Statement of Cash Flows for the year ended on that date and the notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information in which are incorporated the Returns for the year ended on that date audited by the branch auditors of the Company''s branches located at Australia, Argentina, Chile, Dubai, Egypt (2 branches), Greece, Italy, Jordan (2 branches), Kenya, Mali, Mexico, Namibia, New Zealand, Philippines, United Kingdom, Vietnam (3 branches), Tanzania, and Zambia. Greece, Mexico and New Zealand branches of the Company do not have any transaction till date.

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 branch auditors on financial statement of such branches as were audited by the branch auditors, referred to in the Other Matters section below, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, ("the Actâ) 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, and with other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, 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 ("SAâs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibility 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 ("ICAIâ) 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 and the audit evidence obtained by branch auditors referred to in paragraph (i) of the "Other Mattersâ paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matters We draw attention to:

i) Note 58 to the Standalone Financial Statements which details the Company''s exposure in respect of its investment in a wholly owned subsidiary, loans given together with accrued interest thereon and other receivables aggregating to '' 3,022.86 crores as at March 31, 2025. The Company is confident that these amounts are recoverable based on the projected cash flows of the wholly owned subsidiary and amounts recoverable under the indemnity agreement with the Promoter Selling Shareholders.

ii) Note 55 to the Standalone Financial Statement which describes the Indemnity Agreement dated December 29, 2021, entered into by the Company with Shapoorji Pallonji and Company Private Limited, Khurshed Yazdi Daruvala (jointly the "Promoter Selling Shareholdersâ) and Reliance New Energy Limited (formerly known as Reliance New Energy Solar Limited) pursuant to which, the Promoter Selling Shareholders would indemnify and re-imburse the Company and its subsidiaries / branches for a net amount, on settlement of liquidated damages pertaining to certain identified past and existing projects (as on the date of signing the aforementioned agreement), old receivables, direct and indirect tax litigations as well as certain legal and regulatory matters, if such claims (net of receivables) exceeds '' 300.00 crores. Consequently, trade receivables from the customer undergoing a resolution process under the supervision of the National Company Law Tribunal (''NCLT'') and bank guarantees related to liquidated damages encashed by certain customers would also be recoverable from the Promoter Selling Shareholders once crystallized, if not recovered from the customers. Since all future crystallized claims beyond '' 300.00 crores will be fully charged back and recovered from the Promoter Selling Shareholders, there will be no further impact on the financial statements of the Company.

Our opinion is not modified in respect of these matters.

Key Audit 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	Auditor''s Response
1.	Revenue recognition of Engineering, Procurement and	Principal audit procedures performed included the following:
	Commissioning Contracts (EPC Contracts) - Estimated Costs to	Understood the Management controls around estimation
	Complete	process and derivation of the estimated cost (Cost to Complete)
	(Refer Note 32 and 50 of the Standalone Financial Statements).	thereof.
	The Company follows a Percentage of Completion Method	Evaluated and tested the design, implementation and operating
	for Revenue Recognition of Engineering, Procurement and Commissioning (EPC) Contracts which involves actual cost and	effectiveness of controls addressing this risk.
	estimate / forecast for balance cost. Due to significant judgment involved in the estimation of the total revenue, costs to complete and the revenue that should be	Reviewed the Company''s accounting policies with respect to accounting and revenue recognition relating to EPC Contracts. Obtained the list of all the contracts for which the Company has recognised revenue during the year and selected samples on
	recognized and significant audit risk of overstatement, we have considered Revenue Recognition - Estimated cost to complete	which we conducted our test of details.
	EPC Contracts as a key audit matter.	For selected samples: - Obtained the Job Status Report ("JSRâ) / Percentage of Completion ("POCâ) working for EPC Contracts and traced the same to financial statements and general ledgers. - Verified the executed version of contracts and its amendments for key terms and milestones to verify the estimated total revenue and costs to complete and / or any changes thereto; - Inquired with the project and commercial departments about significant modification to Cost to Complete, evaluated and challenged rationale for modification. - Evaluated key Management estimates used in determining cost to complete by comparing it with prior periods and past precedents. - Verified the approval documents for change in the estimated cost during the year and if there is change in the margin due to addition / deletion of items in Bill of Quantity (Forecast) ("BOQâ) / JSR / POC, as applicable.
2.	Litigated Overdue Receivables
	(Refer Note 8, 14, 44, 55 and 56 of the Standalone Financial	- Understood the processes and controls around estimation
	Statements).	process of recoverability and provision thereof.
	We considered this as key audit matter on account of risk	- Evaluated and tested design, implementation and operating
	associated with litigated overdue receivables, the Company''s assessment of the recoverability of these receivables and	effectiveness of controls addressing this risk. - Performed ageing analysis and recoverability assessments
	consequent determination of provision which requires	of Trade Receivable and Other Litigated Receivables
	significant Management estimates and judgements.	Covered / Not Covered Under Indemnity.

Sr. No.	Key Audit Matter	Auditor''s Response
3.	Assessment of Impairment of Investments made in, loans given	- Obtained and challenged Management assessment of recoverability and amount considered recoverable / nonrecoverable. - Obtained the reasonability of the Management estimates. - Wherever required, obtained the legal opinions for evaluating the case position and assessing potential outcome. - Obtained understanding of business rationale and basis for
	to and other receivables from the subsidiaries of the Company.	the transactions.
	(Refer Note 6, 7, 17, 18, 44(C)(a), 47, 54 (c)(i) and 58 of the	- Obtained management assessment of recoverability of ICD
	Standalone Financial Statements).	and future cashflows that will flow from the subsidiary or
	Due to operating losses, the net-worth of certain subsidiaries / sub-subsidiaries have become negative as on March 31, 2025.	branches and evaluated the same. - Understood the processes and controls around
	The Company''s exposure is reflected in the standalone financial	Management''s impairment assessment of exposure in the
	statements in form of Investments in, Loans (Current and Non-	Company''s subsidiaries in the nature of investments made,
	Current) given to and other receivables from these subsidiaries.	loans given and other receivables from the Company''s
	The Management has prepared projected cashflows for it''s subsidiary for the next financial year. The determination of the	subsidiaries. - Assessed the reasonability of Management''s assumptions
	recoverable amount from it''s subsidiaries involves Management	used to project the future cashflows for the purposes
	estimates and judgment which may affect the outcome.	of analysing the recoverability of investments made,
	So, there is an inherent risk in the valuation of investment / recoverability of loans and other receivables, due to the use of estimates and judgements mentioned above and accordingly, the assessment of impairment of investment / loans in subsidiary company has been determined as a key audit matter.	loans given and other receivables from the Company''s subsidiaries.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises of the Management Discussion and Analysis Report, Board''s Report including Annexures to Board''s Report and Report on Corporate Governance but does not include the standalone financial statements, consolidated financial statements and our auditor''s report thereon. The Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report and Report on Corporate Governance are 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.

branch auditors, to the extent it relates to these branches, and in doing so, place reliance on the work of the branch auditors and 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.

When we read the Board''s Report, including the Annexures to Board''s Report, 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''.

Responsibilities of Management and Board of Directors for the Standalone Financial Statements

the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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 and Board of Directors are 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 intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Company''s Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ 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.

â¢ Obtain an understanding of internal financial controls 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.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management.

â¢ 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.

â¢ 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.

â¢ Obtain sufficient appropriate audit evidence regarding the financial information of the Company and its branches to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of the financial information / statements of such branches included in the standalone financial statements of which we are the independent auditors. For the other 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.

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 standalone 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 financial controls 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.

Other Matters

i) We did not audit the financial statements of --18 branches included in the standalone financial statements of the Company, whose financial statements reflect total assets (before consolidation adjustments) of '' 668.04 crores as at March 31, 2025, total revenues (before consolidation adjustments) of '' 153.83 crores, total net loss after tax (before consolidation adjustments) of '' 74.14 crores, and total comprehensive loss (before consolidation adjustments) of '' 74.74 crores for the year ended on March 31, 2025, and net cash inflows of '' 38.18 crores for the year ended on that date as considered in the standalone financial statements of the Company.

The financial statements of these branches have been audited by the branch auditors whose reports have been furnished to us and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches and our report in terms of subsection (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.

ii) The branches referred to above are located outside India whose financial statements have been prepared in accordance with the accounting principles generally accepted in their respective countries and which have been audited by the respective branch auditors under generally accepted auditing standards applicable in their respective countries. The Company''s Management has converted the financial statement of such branches located outside India from the accounting principles generally accepted in their respective countries to the accounting principles generally accepted in India. We have audited these conversion adjustments made by the Company''s Management.

Our opinion in so far as it relates to the amounts and disclosures included in respect of these branches located outside India is based on the report of such branch auditors and the conversion adjustments prepared by the Management of the Company and audited by us.

Our opinion on the standalone financial statements and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Orderâ), issued by the Central Government of India in terms Section 143(11) of the Companies Act, 2013, we give in the "Annexure Aâ, 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, based on our audit and on the consideration of the reports of the branch auditors on the separate financial information of the branches and referred to in the Other Matters section 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 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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us, except for not keeping backup on a daily basis of such books of account maintained by certain branches in electronic mode, in a server physically located in India.

c) The reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

d) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Cash Flows Statement and the Standalone Statement of Changes in Equity, dealt with by this Report are in agreement with the relevant books of account and with the returns received from the branches not visited by us.

e) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder.

f) In our opinion, the Emphasis of Matter with respect to the Company''s exposure in respect of its investment in a wholly owned subsidiary, loans given together with accrued interest thereon and other receivables aggregating to '' 3,022.86 crores as at March 31, 2025 could have adverse effect on the functioning of the Company.

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

h) The modification relating to the maintenance of accounts and other matters connected therewith, are as stated in the sub-paragraph (b) of paragraph 2 above.

i) 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 Bâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to the financial statements.

j) 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 according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

k) 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 44 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) The Management has represented that:

a) to the best of its knowledge and belief, other than as disclosed in the note 47 to the financial statements, no funds (which are material either individually or in aggregate) 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 ("Intermediariesâ), 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 Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Partiesâ), 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 Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (a) and (b) above, contain any material misstatement.

v) As per information and explanation provided by Management and based on the records of the Company, no dividend has been declared or paid or proposed during the year by the Company. Hence the compliance with Section 123 of the Act is not applicable.

vi) Based on our examination, which included test checks, the Company has used accounting software systems for maintaining its books of account for the financial year ended March 31, 2025 which have the feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software systems. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention.

For KALYANIWALLA & MISTRY LLP For DELOITTE HASKINS & SELLS LLP

CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANTS

Firm Regn. No.: 104607W / W100166 Firm Regn. No.: 117366W-W-100018

Jamshed K. Udwadia Mohammed Bengali

PARTNER PARTNER

M. No.: 124658 M. No.: 105828

UDIN: 25124658BMJKBM3720 UDIN: 25105828BMMLSM2958

Mumbai: April 24, 2025. Mumbai: April 24, 2025.

Mar 31, 2024

TO THE MEMBERS OF

STERLING AND WILSON RENEWABLE ENERGY LIMITED Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of STERLING AND WILSON RENEWABLE ENERGY LIMITED ("the Company"), which comprise the Standalone Balance Sheet as at 31 March 2024, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity, the Standalone Statement of Cash Flows for the year ended on that date and the Notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information in which are incorporated the returns for the year ended on that date audited by the branch auditors of the Company''s branches located at Australia, Argentina, Chile, Dubai, Egypt (2 branches), Jordan (2 branches), Kenya, Mali, Namibia, Philippines, United Kingdom, Vietnam (3 branches), Tanzania, and Zambia.Greece, Mexico, New Zealand and Italy branches of the Company do not have any transaction till date.

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 branch auditors on financial statement of such branches as were audited by the branch auditors, 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, and with other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, its profit, total comprehensive profit, 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 ICAI''s Code of Ethics. We believe that the audit evidence we have obtained along with the consideration of audit reports of the branch auditors referred to in paragraph (i) of the "Other Matters" paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matters We draw attention to:

i) Note 58 to the Standalone Financial Statements which details the Company''s exposure in respect of its investment in a wholly owned subsidiary, loans given together with accrued interest thereon and other receivables aggregating to '' 2,733.10 crores as at 31 March 2024. The Company is confident that these amounts are recoverable based on the projected cash flows of the wholly owned subsidiary and amounts recoverable under the indemnity agreement with the Promoter Selling Shareholders.

ii) Note 54 to the Standalone Financial Statement which describes the Indemnity Agreement dated December 29, 2021, entered into by the Company with Shapoorji Pallonji and Company Private Limited, Khurshed Yazdi Daruvala (jointly the "Promoter Selling Shareholders") and Reliance New Energy Limited (formerly known as Reliance New Energy Solar Limited) pursuant to which, the Promoter Selling Shareholders would indemnify and re-imburse the Company and its subsidiaries / branches for a net amount, on settlement of liquidated damages pertaining to certain identified past and existing projects (as on the date of signing the aforementioned agreement), old receivables, direct and indirect tax litigations as well as certain legal and regulatory matters, if such claims (net of receivables) exceeds '' 300.00 crores. Consequently, trade receivables from the customer undergoing a resolution process under the supervision of the National Company Law Tribunal (''NCLT'') and bank guarantees related to liquidated damages encashed by certain customers would also be recoverable from the Promoter Selling Shareholders once crystallized, if not recovered from the customers. Since all future crystallized claims beyond '' 300.00 crores will be fully charged back and recovered from the Promoter Selling Shareholders, there will be no further impact on the results of the Company.

Our opinion is not modified in respect of these matters.

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 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.

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

Sr. No.	Key Audit Matters	Principal Audit Procedures performed
1.	Revenue recognition of Engineering, Procurement and Commissioning Contracts (EPC Contracts) - Estimated	Understood the Management controls around estimation process and derivation of the estimated cost (Cost to Complete) thereof.
	Costs to Complete (Refer Note 31 of the Standalone Financial Statements).	Evaluated and tested the design, implementation and operating effectiveness of controls addressing this risk.
	The Company follows a Percentage of Completion Method for Revenue Recognition of Engineering, Procurement and Commissioning (EPC)Contracts which involves actual cost and estimate / forecast for balance cost. Due to significant judgment involved in the estimation of the total revenue, costs to complete and the revenue that should be recognized and significant audit risk of overstatement, we have considered Revenue Recognition - Estimated cost to complete EPC Contracts as a key audit matter.	Reviewed the Company''s accounting policies with respect to accounting and revenue recognition relating to EPC Contracts. Obtained the list of all the contracts for which the Company has recognised revenue during the year and selected samples on which we conducted our test of details. For selected samples: - Obtained the Job Status Report ("JSR") / Percentage of Completion ("POC") working for EPC Contracts and traced the same to financial statements and general ledgers. - Verified the executed version of contracts and its amendments for key terms and milestones to verify the estimated total revenue and costs to complete and / or any changes thereto;
		- Inquired with the project and commercial departments about significant modification to Cost to Complete, evaluated and challenged rationale for modification
		- Evaluated key Management estimates used in determining cost to complete by comparing it with prior periods and past precedents.
		- Verified the approval documents for change in the estimated cost during the year and if there is change in the margin due to addition / deletion of items in Bill of Quantity (Forecast) ("BOQ") / JSR / POC, the approval of the Chief Executive Officer is obtained.
2.	Litigated Overdue Receivables
	(Refer Note 13, 18, 43, 54 and 55 of the Standalone Financial Statements).	- Understood the processes and controls around estimation process of recoverability and provision thereof.
	We considered this as key audit matter on account of risk associated with litigated overdue receivables, the Company''s assessment of the recoverability of these receivables and consequent determination of provision which requires significant Management estimates and judgements.	- Verified the completeness and accuracy of data considered for ageing analysis and assessment of recoverability of receivables in respect of receivables not covered under indemnity and determination of the provision. - Wherever required, obtained the legal opinions for evaluating the case position and assessing potential outcome.

Sr. No.	Key Audit Matters	Principal Audit Procedures performed
3.	Assessment of Impairment of Investments made in, loans given to and other receivables from the subsidiaries of the Company. (Refer Note 6, 7, 16, 18, 43, 46, 53 (c](i] and 58 of the Standalone Financial Statements].	Understood the processes and controls around Management''s impairment assessment of exposure in the Company''s subsidiaries in the nature of investments made, loans given and other receivables from the Company''s subsidiaries.
	Due to operating losses, the net-worth of certain subsidiaries / sub-subsidiaries have become negative as on 31 March 2024. The Company''s exposure is reflected in the standalone financial statements in form of Investments in, Loans (Current and Non-Current] given to and other receivables from those subsidiaries.	Assessed the reasonability of Management''s assumptions used to project the future cashflows for the purposes of analysing the recoverability of investments made, loans given and other receivables from the Company''s subsidiaries.
	The Management has prepared projected cashflows for it''s subsidiaries for the next financial year. The determination of the recoverable amount from it''s subsidiaries involves Management estimates and judgment which may affect the outcome.
	So, there is an inherent risk in the valuation of investment / recoverability of loans and other receivables, due to the use of estimates and judgements mentioned above and accordingly, the assessment of impairment of investment / loans in subsidiary company has been determined as a key audit matter.

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 Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report and Report on Corporate Governance but does not include the standalone financial statements, consolidated financial statements and our auditor''s report thereon. The Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report and Report on Corporate Governance are 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, compare with the financial statements of the branches audited by the branch auditors, to the extent it relates to these branches, and in doing so, place reliance on the work of the branch auditors and 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.

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 the cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone

financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, Management and 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 intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3](i) of the Companies Act, 2013, 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.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management.

â¢ 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.

â¢ Obtain sufficient appropriate audit evidence regarding the financial information of the Company and its branches to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of financial information of such branches included in the standalone financial statements of which we are the independent auditors. For the other branches included in the standalone financial statements, which have been audited by 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. Our responsibilities in this regard are further described in paragraph (i) of the section titled "Other Matters" in this audit report.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the 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 standalone financial statements.

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 Matters

i) We did not audit the financial statements of 17 branches included in the standalone financial statements of the Company, whose financial statements reflect total assets (before consolidation adjustments) of '' 717.19 crores as at 31 March 2024, total revenues (before consolidation adjustments) of '' 188.28 crores, total net loss after tax (before consolidation adjustments) of '' 0.60 crores, and total comprehensive loss (before consolidation adjustments) of '' 0.60 crores for the year ended on 31 March 2024, and net cash outflows of '' 3.19 crores for the year ended on that date as considered in the standalone financial statements of the Company.

The financial statements of these branches have been audited by the respective branch auditors whose reports have been furnished to us and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches, is based solely on the report of such branch auditors and the procedures performed by us as stated in Auditor''s Responsibilities section above.

Our opinion on the standalone financial statements and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with

respect to our reliance on the work done and the reports of the branch auditors.

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 Section 143(11) of the Companies Act, 2013, 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, based on our audit and on the consideration of the reports of the branch auditors on the separate financial information of the branches and referred to in the Other Matters section 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 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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us, except for maintaining backup on a daily basis of such books of account maintained by certain branches in electronic mode, in a server physically located in India and for not complying with the requirement of audit trail as stated in (i) (vi) below.

c) The reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by branch auditors have been provided to us and have been properly dealt with by us in preparing this report.

e) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

f) In our opinion, the Emphasis of Matter with respect to the Company''s exposure in respect of its investment in a wholly owned subsidiary, loans given together with accrued interest thereon and other receivables aggregating to '' 2,733.10 crores as at 31 March 2024 could have adverse effect on the functioning of the Company.

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

h] The modification relating to the maintenance of accounts and other matters connected therewith, are as stated in the paragraph (b) above.

i] 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 B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls with reference to the financial statements.

j] 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 according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

k] 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 43 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 - Refer Note 26 to the standalone financial statements. The Company did not have any long-term derivative contract.

iii] There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv] The Management has represented that:

a] to the best of its knowledge and belief, other than as disclosed in the note 46 to the financial statements, no funds (which are material either individually or in

aggregate] 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] to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate] 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;

Based on the audit procedures performed by us which is considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i] and (ii] of Rule 11(e] as provided under (a] and (b] contain any material misstatement.

v] As per information and explanation provided by Management and based on the records of the Company, no dividend has been declared or paid or proposed during the year by the Company. Hence the compliance with Section 123 of the Act is not applicable.

vi] Based on our examination, which included test checks, the Company have used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log] facility and the audit trail has been operating throughout the year for all relevant transactions recorded in the software, except that no audit trail was enabled

at the database level for accounting software SAP (database HANA] to log any direct data changes.

Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with, in respect of accounting software for the period for which the audit trail feature was enabled and operating.

For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS

Firm Regn. No.: 104607W / W100166

Daraius Z. Fraser

PARTNER M. No.: 42454

UDIN:24042454BKBKBT6517 Mumbai: 20 April 2024

As proviso to Rule 3(1] of the Companies (Accounts] Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11 (g] of the Companies (Audit and Auditors] Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the year ended 31 March 2024.

For DELOITTE HASKINS & SELLS LLP

CHARTERED ACCOUNTANTS

Firm Regn. No.: 117366W-W-100018

Mohammed Bengali

PARTNER M. No.: 105828 UDIN: 24105828BKFIIA7233 Mumbai: 20 April 2024

Mar 31, 2023

STERLING AND WILSON RENEWABLE ENERGY LIMITED

(Formerly known as Sterling and Wilson Solar Limited]

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of STERLING AND WILSON RENEWABLE ENERGY LIMITED (Formerly known as Sterling and Wilson Solar Limited) ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 202 3, the Standalone Statement of Profit and Loss (including Other Comprehensive Income / Loss], the Standalone Statement of Changes in Equity, the Standalone Statement of Cash Flows for the year then ended and the Notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information, in which are incorporated the returns for the year ended on that date audited by the branch auditors of the Company''s branches located at Australia, Argentina, Chile, Dubai, Egypt (2 branches], Indonesia, Jordan (2 branches], Kenya, Mexico, Namibia, Philippines, United Kingdom, Vietnam (3 branches], Tanzania, Mali, New Zealand, and Zambia.

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 branch auditors on financial information of such branches as, were audited by the branch auditors, 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 the Companies (India Accounting Standards] Rules, 2015, as amended, (Ind-AS] and with other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its loss, total comprehensive loss, 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 ICAI''s Code of Ethics. We believe that the audit evidence we have obtained along with the consideration of audit reports of the branch auditors referred to in paragraph (i] of the "Other Matters" paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matters We draw attention to:

i] Note 53 to the standalone financial statement which describes the Indemnity Agreement dated December 29, 2021, entered into by the Company with Shapoorji Pallonji and Company Private Limited, Khurshed Yazdi Daruvala (jointly the "Promoter Selling Shareholders"] and Reliance New Energy Limited (formerly known as Reliance New Energy Solar Limited] pursuant to which, the Promoter Selling Shareholders would indemnify and re-imburse the Company and its subsidiaries / branches for a net amount, on settlement of liquidated damages pertaining to certain identified past and existing projects (as on the date of signing the aforementioned agreement], old receivables, direct and indirect tax litigations as well as certain legal and regulatory matters, if such claims (net of receivables] exceeds '' 300 crore. Consequently, trade receivables from the customer undergoing a resolution process under the supervision of the National Company Law Tribunal (''NCLT''] and bank guarantees encashed by certain customers would also be recoverable from the Promoter Selling Shareholders once crystallized, if not recovered from the customers. Since all future crystallized claims beyond '' 300 crore will be fully charged back and recovered from the Promoter Selling Shareholders, there will be no further impact on the results of the Company.

ii] Note 56 to the standalone financial statements in respect of the managerial remuneration paid by the Company during the year in relation to its Manager exceeding the limit prescribed under Section 197 of the Act, read with Schedule V of the Act by '' 1.00 crore. The same needs to be ratified by the shareholders by a special resolution in the forthcoming Annual General Meeting of the Company.

Our opinion is not modified in respect of these matters.

Key Audit Matters

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

Sr.

No.

Key Audit Matters

Principal Audit Procedures performed

Revenue recognition of Engineering, Procurement and Commissioning Contracts (EPC Contracts) - Estimated Costs to Complete

(Refer Note 30 of the standalone financial statements).

The Company follows a Percentage of Completion Method for Revenue Recognition of Engineering, Procurement and Commissioning (EPC) Contracts which involves actual cost and estimate / forecast for balance cost.

Due to significant judgment involved in the estimation of the total revenue, costs to complete and the revenue that should be recognized and significant audit risk of overstatement, we have considered Revenue Recognition - Estimated cost to complete EPC Contracts as a key audit matter.

Understood the Management controls around estimation process and derivation of the estimated cost (Cost to Complete) thereof.

Evaluated and tested the design, implementation and operating effectiveness of controls addressing this risk.

Reviewed the Company''s accounting policies with respect to accounting and revenue recognition relating to EPC Contracts.

Obtained the list of all the contracts for which the Company has recognised revenue during the year and selected samples on which we conducted our test of details.

For selected samples we have:

- Obtained the Job Status Report ("JSR") / Percentage of Completion ("POC") working for EPC Contracts and traced the same to financial statements and general ledgers.

- Verified the executed version of contracts and its amendments for key terms and milestones to verify the estimated total revenue and costs to complete and / or any changes thereto;

- Inquired with the project and commercial departments about significant modification to Cost to Complete, evaluated and challenged rationale for modification

- Evaluated key Management estimates used in determining cost to complete by comparing it with prior periods and past precedents.

- Verified the approval documents for change in the estimated cost during the year and if there is change in the margin due to addition / deletion of items in Bill of Quantity (Forecast) ("BOQ") / JSR / POC, the approval of the Global Chief Executive Officer is obtained.

Litigated Overdue Receivables

(Refer Note 12, 17, 42, 53 and 54 of the standalone financial statements).

We considered this as key audit matter on account of risk associated with litigated overdue receivables, the Company''s assessment of the recoverability of these receivables and consequent determination of provision which requires significant Management estimates and judgments.

- Understood the processes and controls around estimation process of recoverability and provision thereof.

- Verified the completeness and accuracy of data considered for ageing analysis and assessment of recoverability of receivables in respect of receivables not covered under indemnity and determination of the provision.

- Wherever required, obtained the legal opinions for evaluating the case position and assessing the potential outcome.

Sr.

No.

Key Audit Matters

Principal Audit Procedures performed

Assessment of Impairment of Investments made in, loans given to and other receivables from the subsidiaries of the Company.

(Refer Note 6, 15 and 17 of the standalone financial statements).

Due to operating losses, the net-worth of certain subsidiaries / step down subsidiaries have become negative as on March 31, 2023. The Company''s exposure is reflected in the standalone financial statements in the form of investments in, loans given to and other receivables from those subsidiaries.

The Management has prepared projected cashflows for it''s subsidiaries for the next financial year. The determination of the recoverable amount from it''s subsidiaries involves Management estimates and judgment which may affect the outcome.

Since, there is an inherent risk in the valuation of investment / recoverability of loans and other receivables, due to the use of estimates and judgements mentioned above and accordingly, the assessment of impairment of investment / loans in subsidiary company has been determined as a key audit matter.

Understood the processes and controls around Management''s impairment assessment of exposure in it''s subsidiaries in the nature of investments made, loans given and other receivables from it''s subsidiaries.

Assessed the reasonability of Management''s assumptions used to project the future cashflows for the purposes of analysing the recoverability of investments made, loans given and other receivables from it''s subsidiaries.

Information Other than the Standalone Financial Statements and 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 identified above and compare with the financial statements of the branches audited by the branch auditors, to the extent it relates to these branches, and in doing so, place reliance on the work of the branch auditors and 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, changes in equity and the cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, 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.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management.

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.

â¢ Obtain sufficient appropriate audit evidence regarding the financial information of the Company and its branches to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of financial information of such branches included in the standalone financial statements of which we are the independent auditors. For the other branches included in the standalone financial statements, which have been audited by 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. Our responsibilities in this regard are further described in paragraph (i) of the section titled "Other Matters" in this audit report.

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 Matters

i) We did not audit the annual financial statements of 16 branches included in the standalone financial statement of the Company, whose annual financial statements reflect total assets (before consolidation adjustments) of '' 767.57 crore as at March 31, 2023, total revenues (before consolidation adjustments) of '' 856.42 crore, total net loss after tax (before consolidation adjustments) of '' 229.56 crore, and total comprehensive loss (before consolidation adjustments) of '' 229.56 crore for the year ended on March 31, 2023, and net cash outflows of '' 56.07 crore for the year ended on that date as considered in the standalone financial statements of the Company.

The annual financial statements of these branches have been audited by the respective branch auditors whose reports have been furnished to us and our opinion in so far as it relates to the amounts and disclosures included in respect of these branches, is based solely on the report of such branch auditors and the procedures performed by us as stated in Auditor''s Responsibilities section above.

ii) The branches referred to above are located outside India whose annual financial statements have been prepared in accordance with the accounting principles generally accepted in their respective countries and which have been audited by the respective branch auditors under generally accepted auditing standards applicable in their respective countries. The Company''s Management has converted the financial statements of such branches located outside India from the accounting principles generally accepted in their respective countries to the accounting principles generally accepted in India. We have audited these conversion adjustments made by the Company''s Management.

iii) Attention is drawn to the fact that the figures in the standalone financial statements for the financial year ended March 31, 2022, were audited by one of us, whose audit report expressed an unmodified opinion with an Emphasis of Matters paragraph.

Our opinion is not modified in respect of these matters.

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 Section 143(11) of the Companies Act,

2013, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us, except for maintaining backup on a daily basis of such books of account maintained by certain branches in electronic mode, in a server physically located in India.

d) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income/Loss), the Standalone Cash Flows Statement and the Standalone Statement of Changes in Equity, dealt with by this Report are in agreement with the relevant books of account and with the returns received from the branches not visited by us.

e) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with relevant rules issued thereunder.

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

g) The observation relating to the maintenance of accounts and other matters connected therewith, are as stated in the paragraph (b) above.

h) With respect to the adequacy of the internal financial controls over financial reporting 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 with reference to the standalone financial statements.

i) 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 according to the explanations given to us, as referred in paragraph (ii) of the Emphasis of Matters, the managerial remuneration paid to its Manager by the Company during the year exceeds the limit prescribed under Section 197 of the Act read with Schedule V of the Act by '' 1.00 crore. The same needs to be ratified by the shareholders in the forthcoming General meeting of the Company.

j) 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 standalone financial position. - Refer Note 42 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 - Refer Note 28 to the standalone financial statements. The Company does not have any long-term derivative contract.

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv) The Management has represented that:

a) to the best of its knowledge and belief, no funds (which are material either individually or in aggregate) 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) to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) 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;

Based on the audit procedures performed by us which is considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (a) and (b) contain any material misstatement.

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 w.e.f. 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 KALYANIWALLA & MISTRY LLP For DELOITTE HASKINS & SELLS LLP

CHARTERED ACCOUNTANTS CHARTERED ACCOUNTANTS

Firm Regn. No.: 104607W / W100166 Firm Regn. No.: 117366W-W-100018

Daraius Z. Fraser Mohammed Bengali

PARTNER PARTNER

M. No.: 42454 M. No.: 105828

UDIN: 2 3042454BGXFQC2883 UDIN: 23105828BGWPIE7023

Mumbai: April 20, 2023. Mumbai: April 20, 2023.

Mar 31, 2021

To the Members of

Sterling and Wilson Solar Limited

Report on the Audit of the Standalone financial statements

Qualified Opinion

We have audited the standalone financial statements of Sterling and Wilson Solar Limited ("the Company"), which comprise the standalone balance sheet as at 31 March 2021, and the standalone statement of profit and loss (including other comprehensive income], standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies 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 at Australia, Argentina, Chile, Dubai, Egypt, Indonesia, Jordan, Kenya, Mexico, Namibia, Philippines, Vietnam and Zambia (hereinafter referred to as "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 branch auditors on standalone financial information of such branches as were audited by the branch auditors, except for the effects of the matters described in the Basis for Qualified Opinion section of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''the Act''] in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2021, its loss and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion We draw attention to:

(i] note 54 to the standalone financial statements relating to outstanding inter- corporate deposits of '' 397.55 crores (including interest accrued thereon of '' Nil crores] as at 31 March 2021. This amount is the balance of inter-corporate deposits of '' 1,765.02 crores (including interest accrued thereon of '' 173.56 crores] that were outstanding as on 30 September 2019 made to a fellow subsidiary by the Company which were to be repaid within 90 days period from the date of listing as stated in the Red Herring Prospectus for the purpose of Offer of Sale to public of the Company''s shares by the Selling

Shareholders. The Board of Directors of the Company had in December 2019 extended the repayment period at the request of the Selling Shareholders with enhanced rate of interest. Thereafter, considering the current economic slowdown and the challenges to their business due to COVID, the Selling Shareholders made a further request on 15 September 2020 to extend the timelines for payment till 30 September 2021. The Board of Directors in their meeting held on 15 September 2020 have approved further extension of the repayment timelines up to 30 September 2021 and levied an additional interest spread of 400 basis points p.a. over the average interest rate on borrowings of the Company.

The Company has received queries from SEBI, Registrar of Companies, Mumbai (ROC] and certain shareholders regarding matters connected with delay in facilitating repayment of inter- corporate deposits by the Selling Shareholders on which the Company has submitted its replies. Until the final conclusions are received from the regulators, we cannot ascertain the impact of non -compliance with laws and regulations, if any, by the Company. Although the Company has represented to us that, based on independent legal opinions obtained by it, it is of the view that there is no non- compliance with any laws and regulations by the Company in respect of this matter, in our opinion, there exists a possibility for a contrary view in the matter.

The Company has obtained full security for the outstanding amount as at the year end. In view of the steps taken/being taken by the Company as discussed in the said note, management believes that no provision towards expected credit losses is required as at 31 March 2021. In our view, however, a provision for expected credit losses on the amounts overdue should be estimated by the management.

As a result of the above, we are unable to quantify the impact of the non-compliance with laws and regulations, if any, in particular for delay in the repayment by borrower of inter-corporate deposits in the earlier quarters and default in repayment of instalments of inter-corporate deposits due during the year ended 31 March 2021 in the absence of final conclusions from the regulators in this regard; the uncertainty regarding the timing of repayment of outstanding inter-corporate deposits by the borrower; and adjustments that may arise from the

aforementioned matters including non-measurement of expected credit losses on inter-corporate deposits on the standalone financial statements of the Company for the year ended 31 March 2021.

(ii) note 53 to the standalone financial statements, the Company has trade receivables from a customer aggregating to INR 92.45 crores which are outstanding as at 31 March 2021. The customer is currently undergoing a resolution process under the supervision of the National Company Law Tribunal and has appointed an IRP to supervise the operations and settlement of creditors. The Company''s claims have been admitted by the IRP and based on the confirmation received from the customer as at 31 March 2021 and the alternate legal routes being pursued by the Company, management believes that the current expected credit loss provision of '' 31.33 crores is appropriate and adequate. However, we believe that given the past history of IRP settlements and the delays experienced in settlement of the matter, the expected credit loss provision needs to be enhanced. Pending completion of the resolution process and the alternate legal routes pursued by the Company, and having regard to the age of these balances, we are unable to comment on the recoverability of balance outstanding from this customer and the consequent impact on the standalone financial statements, if any.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by

us along with the consideration of audit reports of the branch auditors referred to in paragraph (a) of the "Other Matters" paragraph below, is sufficient and appropriate to provide a basis for our qualified opinion on the standalone financial statements.

Emphasis of matter

We draw attention to note 4 of the standalone financial statements which describes the accounting for the Scheme of Amalgamation between the Company and Sterling & Wilson - Waaree Private Limited, a wholly owned subsidiary (''the Scheme'' or ''business combination''). The Scheme has been approved by the National Company Law Tribunal (''NCLT'') vide its order dated 29 January 2021 and a certified copy has been filed by the Company with the Registrar of Companies, Mumbai, Maharashtra, on 7 April 2021. Though the appointed date as per the NCLT approved Scheme is 1 April 2020, as per the requirements of Appendix C to Ind AS 103 "Business Combination", the business combination has been accounted for as if it had occurred from the beginning of the preceding period in the standalone financial statements. Accordingly, the amounts relating to the financial year ended 31 March 2020 include the impact of the business combination and have been restated by the Company after recognising the effect of the amalgamation as above. The aforesaid note (Note 4) also describes in detail the impact of the business combination on the standalone financial statements.

Our opinion is not modified in respect of the above 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. In addition to the matters described in the Basis for Qualified Opinion section, we have determined matters described below to be the key audit matters to be communicated in our report.

The Key Audit Matter	How the matter was addressed in our audit
On 11 March 2020, the World Health Organisation declared the	In	view of the significance of the matter we applied the
Novel Coronavirus (COVID-19) outbreak to be a pandemic.	following audit procedures in this area, among others, to obtain sufficient appropriate audit evidence:
In the current year, various governments have imposed restrictions due to the resurgence of COVID-19 cases, which	â¢	Evaluated the design of relevant internal controls over the
have significantly impacted business of the Company during		Company''s forecasting process.
the year. Though the Company''s projects are safeguarded with force majeure conditions, the project duration is suitably extended to account for these delays. Further, the project execution in near past has faced problems on account of	â¢	Compared the forecasted statement of profit and loss and cash flows with the Company''s business plan approved by the board of directors.
extended lockdown, supply chain disruption, labour shortage	â¢	Obtained an understanding of key assumptions adopted
and liquidity issues hampering project re- mobilisation.		by the Company in preparing the forecasted statement of profit and loss and cash flows. Assessed the consistency
Consequently, the Company has incurred net loss of '' 142.67		thereof with our expectations based on our understanding
crores during the year ended 31 March 2021, and there were		of the Company''s business. These assumptions included
delays in repayment of borrowings by the Company.		range of scenarios prepared by the Company to estimate financing requirements
Additionally, Shapoorji Pallonji and Company Private Limited, the Parent Company, had applied to its lenders for One Time Restructuring (''OTR'') facility.	â¢	Obtained from the management its projections of financing arrangements and tested its sufficiency for fulfilling the requirement of projected working capital and
This had caused uncertainty to the Company on its ability to		necessary capital expenditure.
fully utilise its existing banking limits, and / or obtain fresh	â¢	Challenged the forecasted income statement and cash
banking limits or rollover existing facilities. The OTR facility of		flows by considering plausible changes to the key
the Parent Company was approved as at the year-end.		assumptions adopted by the Company.
The Company has assessed the impact of the existing and anticipated effects of above factors on the future cash	â¢	Assessed the sensitivities and performed stress testing on the forecasted cash flows.
flow projections. The Company has also prepared a range of	â¢	Sighted subsequent collections against inter-corporate
scenarios to estimate cash flows from operating and financing		deposits and other receivables from group companies.
requirements.	â¢	Obtained details of limits sanctioned and the borrowings
This assessment of the Company''s future cash flow projections is subject to significant estimates and judgements.		disbursed subsequent to the year end and tested the underlying documentation.
These include sales forecasts, expected margins, working	â¢	Assessed compliance with loan covenants during the year
capital requirements, other operating costs availability of		and subsequent to the year end.
liquidity and timing of collection of inter-corporate deposits on the basis of future performance.	â¢	Considered the adequacy of disclosures made in the Company''s standalone financial statements with regard to
Assessment of going concern is based on estimates of future performance and is fundamental to assessing the suitability of the basis adopted for the preparation of the standalone financial statements. We have therefore spent significant audit effort in assessing the appropriateness of this assumption. In view of this, we identified it as a key audit matter.		the above.

The Key Audit Matter	How the matter was addressed in our audit
Revenue from works contracts represents 91.63%	In	view of the significance of the matter we applied the following audit
of the total revenue from operations of the	procedures in this area, among others, to obtain sufficient appropriate audit
Company.	evidence:
Revenue from these contracts is recognised on	â¢	Assessed compliance of the Company''s policies in respect of revenue
satisfaction of performance obligation over time		recognition with the applicable accounting standards;
in accordance with the requirements of relevant accounting standards.	â¢	Evaluated the design and implementation and tested operating effectiveness of key internal controls around revenue recognition and
Revenue recognition involves significant estimates		recording of contract costs;
related to measurement of costs to complete,	â¢	Selected a sample of contracts to test, using risk-based criteria, which
valuation of claims and penalties / liquidated		included individual contracts with:
damages and in turn evaluation of the related receivables and liabilities at each reporting date.		- significant revenue recognised during the year; or
The Company uses input method based on costs		- nil margin; or
to measure progress of individual contracts. Under this approach, the Company recognises revenue and margin based on the costs incurred	â¢	- significantly high, low or negative profit margins. For these sample contracts, we critically assessed the estimated costs
and accrued to date relative to the estimated total		to complete, variations in contract price and contract costs and the
costs to complete the performance obligation.		adequacy of provision for penalties / liquidated damages arising from
Penalties/ liquidated damages specified in the		customer disputes. This assessment included:
contracts are inherent in the determination of transaction price and forms part of variable consideration.		- inspection of original contracts and its amendments for key terms and milestones to verify the estimated total revenue and costs to complete and / or any changes thereto;
Overstatement of revenue is considered to be a		- interviewed and challenged project and commercial heads on
significant audit risk as it is the key driver of returns		changes to estimated total revenue and costs to complete and
to investors and incentives linked to performance		settlement and recoverability of contract related receivables;
for a reporting period.		- compared revenue recorded during the year with the underlying
Due to significant judgment involved in the estimate of total revenue, costs to complete and		contracts, milestones achieved and invoices raised on the customers;
significant audit risk of overstatement, we have		- sighted the correspondence and minutes of meeting with
considered measurement of contract revenue as a		customers around recoverability of claims and penalties /
key audit matter.		liquidated damages.
	â¢	Assessed the costs incurred and accrued to date on the balance sheet by examining underlying invoices and signed contracts;
	â¢	Appropriate cut-off procedures for determination of revenue in the correct reporting period;
	â¢	Compared, on a sample basis, the outcome of contracts completed during the year with the original budgets and estimated margins for those contracts to determine the reliability of previous estimates;
	â¢	Compared details of a sample of revenue journal entries raised throughout the reporting period, using risk-based criteria, with the relevant underlying documentation;
	â¢	Considered the adequacy of disclosures made in note 2(d)(i) to the Company''s standalone financial statements in respect of these judgments and estimates.

Other Information

The Company''s management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the standalone financial statements and our auditors'' 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 in the audit or otherwise appears to be materially misstated. If, based on the work we have performed and based on the work done/ audit report of branch auditors, we conclude that there is a material misstatement of this other information, we are required to report that fact. As described in the Basis for Qualified Opinion section above, we are unable to evaluate the impact of adjustments, if any, that may arise from the said matters on the standalone financial statements of the Company. Accordingly, we are unable to conclude whether or not the other information is materially misstated with respect to the said matters.

Management''s and Board of Directors'' Responsibility for the Standalone Financial Statements

The Company''s Management and Board of Directors are 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 state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. 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 accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are 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.

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

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ 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.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone financial statements made by the Management and Board of Directors.

â¢ Conclude on the appropriateness of the Management and 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.

â¢ Obtain sufficient appropriate audit evidence regarding the standalone financial information of the branches of the Company to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of standalone financial information of such branches included in the standalone financial statements of which we are the independent auditors. For the other branches included in the standalone financial statements, which have been audited by 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. Our responsibilities in this regard are further described in paragraph (a) of the section titled "Other Matters" in this audit report.

We believe that the audit evidence obtained by us along with the consideration of audit reports of the branch auditors referred to in paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our qualified opinion on the standalone financial statements.

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 auditors'' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other matters

(a) We did not audit the standalone financial information of 14 branches included in the standalone financial statements of the Company whose standalone financial information reflect total assets (before consolidation adjustments) of '' 953.23 crores as at 31 March 2021, the total revenue (before consolidation adjustments) of '' 1,384.89 crores and net cash inflows amounting to '' 7.35 crores for the year ended on that date, as considered in the standalone financial statements. These branches have been audited by the branch auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of branches, is based solely on the report of such branch auditors.

Certain of these branches are located outside India whose 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 their respective countries. The Company''s management has converted the financial statements of these branches located outside India 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 in so far as it relates to the balances and affairs of such branches located outside India 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 is not modified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2016 (''the Order''), issued by the Central Government of India in terms of Section 143 (11) 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.

(A) As required by Section 143 (3) of the Act, we report that:

(a) we have sought and, except for the matters described in the Basis for Qualified Opinion paragraph, obtained all the information and explanations, which to the best of our knowledge and belief, were necessary for the purposes of our audit;

(b) except for the effects of the matters described in the Basis for Qualified Opinion paragraph above, 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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

(c) the reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report;

(d) except for the effects of the matters described in the Basis for Qualified Opinion paragraph above, in our opinion, the standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;

(e) except for the effects of the matters described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act;

(f) the matters described in the Basis for Qualified Opinion paragraph above, in our opinion, may

have an adverse effect on the functioning of the Company;

(g) on the basis of the written representations received from the directors as on 31 March 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2021 from being appointed as a director in terms of Section 164 (2) of the Act;

(h) the qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above; and

(i) 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".

(B) With respect to the other matters to be included in the

Auditors'' Report in accordance with Rule 11 of the

Companies (Audit and Auditors) Rules, 2014, 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 as at 31 March 2021 on its financial position in its standalone financial statements - Refer Note 42 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 contracts - Refer Note 25 and 28 to the standalone financial statements;

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31 March 2021; and

iv. the disclosures in the standalone financial statements regarding holdings as well as dealings in Specified Bank Notes during the period from 8 November 2016 to 30 December 2016 have not been made in these standalone financial statements since they do not pertain to the financial year ended 31 March 2021.

(C) With respect to the matter to be included in the Auditors'' Report under Section 197 (16) of the Act, we report that:

In our opinion and according to the information and explanations given to us, the managerial remuneration paid by the Company during the current year is in accordance with the provisions of Section 197 read with Schedule V to the Act. The managerial remuneration paid is not in excess of the limit laid down under Section 197 read with Schedule V to the Act. The Ministry of Corporate

Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants Firm''s Registration No: 101248W/W-100022 Aniruddha Godbole

Partner

Membership No: 105149

^Mumbai UDIN: 21105149AAAADY6157

29 June 2021

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