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Auditor Report of Sterlite Technologies Ltd.

Mar 31, 2023

Sterlite Technologies Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Sterlite Technologies Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2023, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (âthe Actâ) in

the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and total comprehensive income (comprising of profit and other comprehensive loss), changes in equity and cash flows for the year then ended.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of

the Act. Our responsibilities under those Standards are further described in the âAuditorsâ Responsibilities for the audit of the standalone financial statementsâ section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

4. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context

of our audit of the standalone financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter	How our audit addressed the key audit matter
a. Recognition of revenue:	Our audit procedures included:
(Refer note 2.1(b) note 3 and note 25 to the Standalone Financial Statements)
The Company recognises revenue in accordance with	Understood and evaluated the design and tested the operating
Ind AS 115 âRevenue from Contracts with Customersâ.	effectiveness of key controls relating to revenue recognition.
This involves application of significant judgements by the	In respect of a sample of contracts, our procedures included,
Management with respect to:	among other things:
â¢ Combination of contracts entered into with the same	â¢ Reading of selected contracts to identify significant terms of
customer;	the contracts;
â¢ Identification of distinct performance obligations;	â¢ Assessing appropriateness of managementâs significant
â¢ Total consideration when the contract involves variable	judgements in accounting for identified contracts such as
consideration;	identification of performance obligation and allocation of
â¢ Allocation of consideration to identified performance	consideration to identified performance obligation;
obligations; and	â¢ Evaluation of the contract terms with respect to assessment
â¢ Recognition of revenue over a period of time or	of the date of transfer of control;
at a point in time, based on timing when control is	â¢ Testing of timing of recognition of revenue (including
transferred to customer.	procedures related to cut off) in line with the terms of contracts;
Further, for contracts where revenue is recognised over a	â¢ Testing the appropriateness of key assumptions used by the
period of time, the company makes estimates which impact the revenue recognition. Such estimates include, but are not limited to: â¢ costs to complete,	Management in making estimates for contracts where revenue is recognised over time including the appropriateness and reasonability of Managementâs conclusion regarding the expected delays in estimated completion of the performance obligations and possible impact on key estimates;
â¢ contract risks, and
â¢ contract risks, and	â¢ Reading of the related contract terms and communications
â¢ liquidated damages	with the customers to assess the likelihood of availability of
Further for ongoing contracts, management re-assesses	contractual remedies.
the above estimates at each reporting date taking into	â¢ Testing of journal entries for unusual/ irregular revenue
account expected delays in completion of the performance obligations, cost escalations and available contract	transactions, if any; and
remedies.	â¢ Assessing adequacy of presentation and disclosures in the
remedies.	consolidated financial statements.
We focused on this area because a significant portion of the revenue generated requires management to exercise	Based on the above procedures, we did not note any significant
judgement and therefore could be subject to material	exceptions in the estimates and judgements applied by the
misstatement due to fraud or error.	Management in revenue recognition including those relating to presentation and disclosures as required by Ind AS 115.

Key audit matter 1	How our audit addressed the key audit matter
b. Valuation of contract assets and trade receivables - Our audit procedures included:
risk of credit losses	Â¦ Understanding and evaluating the accounting policy of the
(Refer note 2.1 (n)(iii), note 3, note 7 and note 10 to the	Company;
Standalone Financial Statements)	Â¦ Evaluating the design and testing the operating
The Companyâs trade receivables and contract assets amount	effectiveness of the key controls on measurement of
to ?2,154 crores and ?1,373 crores as at March 31, 2023.	expected credit loss;
A significant portion of contract assets and trade receivables â¢	Â¦ Understanding the reasons for aged / overdue balances
are related to the Global Services Business (GSB). GSB is	including factors like project status and contractual terms
into the business of fibre roll out and end to end system	through discussions with the management, corroborating
integration wherein revenue is recognised over time.	by review of correspondences with the customers and
Such contracts are long term in nature and have inherent	site visits as necessary and obtaining management
operational and contractual risks, like difference in billing	representations where necessary;
and payment milestones, customer site acceptance, â¢	Assessing and challenging the appropriateness
retention clauses, availability of funds with customers,	and completeness of the assumptions used by the
potential disputes, etc., resulting in delays in billing and	Management in determining the expected credit loss by
collection and risk of recoverability.	considering credit risk of the customer, cash collection,
The trade receivables and contract assets for other	correspondences with the customers, etc.;
businesses are mainly related to contracts for sale of goods â¢	Inquiring with the inhouse legal counsel regarding status of
and time and material contracts.	the disputed dues and reviewing and discussing the legal
The expected credit loss provision is measured by the	opinions obtained by the management with the external
management using the simplified approach as prescribed by	legal counsels wherever necessary;
Ind AS 109: Financial Instruments. â¢	Â¦ Assessing and testing the appropriateness of inputs and
While the Company assesses the recoverability of	assumptions used in the provision matrix; and
receivable from each contract of GSB separately based on â¢	Â¦ Assessing adequacy of the disclosures in the financial
credit risk, project status, past history, latest discussion/	statements required to be made by the Management as
correspondence with the customers and legal opinions	per the applicable Ind AS requirements;
wherever applicable, the provision is estimated on an \|	Based on the above procedures performed, no significant
aggregate basis.	observations were noted in managementâs assessment of
For other businesses, a provision matrix is used to measure valuation of trade receivables and contract assets.
the lifetime expected credit losses as per the practical
expedient prescribed under Ind AS 109.
The trade receivables and contract assets are material to
the standalone financial statements and as the assessment
of their recoverability requires considerable management
judgement, we determined this to be a key audit matter.
c. Carrying value of investments in subsidiaries Our audit procedures included:
(Refer note 2.1 (j), note 3, note 6 and note 8 to the â¢	Â¦ Understanding and evaluating the design and testing
Standalone Financial Statements)	of operating effectiveness of key controls around
The carrying amount of loans to and investments in	managementâs assessment of impairment and estimation
subsidiaries as of March 31, 2023 was ?437 crores and	of recoverable amount of value of investments;
?387 crores respectively. â¢	Â¦ Evaluating the information based on which the impairment
The Company accounts for investments in subsidiaries at cost	indicators are identified such as financial conditions, order
(less accumulated impairment if any).	in hands, market condition in which these entities operate;
The management reviews the carrying value of these ''	Â¦ Involving our valuation experts to assist in assessing the
investments at each reporting date and assesses if there are	appropriateness of valuation model, discount rate and
any indicators that the investment in subsidiaries are impaired	terminal growth rate;
and, performs an impairment analysis on these investments by ''	Â¦ Evaluating the cash flow forecasts by comparing them
making an estimate of recoverable amount, being the higher of	to budgets, actual past results and our understanding of
fair value less costs to sell and value in use.	internal and external factors;
	Â¦ Testing the mathematical accuracy of the underlying
	calculations;
	Â¦ Testing the completeness and accuracy of the underlying
	data used in the assessment;

Key audit matter	How our audit addressed the key audit matter
The Management has estimated the recoverable value based on the value in use approach determined using discounted forecast cash flow model requiring judgements with certain key inputs like: â¢ Future cashflows,	â¢ Performing sensitivity analysis and evaluating whether any reasonably foreseeable change in assumptions could lead to impairment; and â¢ Assessing the adequacy of disclosures in the financial statements.
â¢ Discount rates, â¢ Terminal growth rate, â¢ Economic and entity specific factors incorporated in the valuation. The Company recognised a total impairment of ?4 crores for the year ended March 31, 2023 (for the year ended March 31, 2022 - ?22 crores) against these investments.	Based on the above procedures, we did not note any significant exceptions in the estimates and judgements applied by the Management in impairment assessment of investments in subsidiaries including those relating to presentation and disclosures as required by Ind AS 36.
We focused on this area due to significant carrying amount of the net investments in subsidiaries and the significant management judgement and estimates involved in making an estimate of the recoverable amount.

Other Information

5. The Companyâs Board of Directors is responsible for the other information. The other information comprises the information included in the Directorsâ Report, but does not include the standalone financial statements and our auditorsâ 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, 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

6. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility

also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,

relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

7. In preparing the standalone financial statements, management is responsible for assessing the Companyâs 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. Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditorâs responsibilities for the audit of the standalone

financial statements

8. 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 auditorsâ 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.

9. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism 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 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 made by management.

â¢ Conclude on the appropriateness of managementâs 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 Companyâs ability to continue as a going concern.

If we conclude that a material uncertainty exists, we are required to draw attention in our auditorsâ 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 auditorsâ 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.

10. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

11. 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.

12. 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 auditorsâ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that

a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

13. As required by the Companies (Auditorâs Report) Order, 2020 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except that in respect of certain books and papers backup is not maintained in India

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

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

(e) On the basis of the written representations received from the directors as on March 31, 2023 taken

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

(f) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our remarks in paragraph 14(b) above.

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

(h) With respect to the other matters to be included in the Auditorâs 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 financial statements - Refer note 21 and 37 to the standalone financial statements;

ii. The Company was not required to recognise a provision as at March 31, 2023 under the applicable law or accounting standards, as it does not have any material foreseeable losses on long-term contracts. The Company did not have any long-term derivative contracts as at March 31, 2023.

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.

iv. (a) The management has represented that,

to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise,

that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer note 8 to the standalone financial statements);

(b) The management has represented that, to the best of its knowledge and belief, as disclosed in the notes to the accounts, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer note 18 to the standalone financial statements); and

(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. The dividend declared and paid during the year by the Company is in compliance with Section 123 of the Act.

vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 (as amended), which provides for books of account to have the feature of audit trail, edit log and related matters in the accounting software used by the Company, is applicable to the Company only with effect from financial year beginning April 1, 2023, the reporting under clause (g) of Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), is currently not applicable.

15. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

For Price Waterhouse Chartered Accountants LLP Firm Registration Number:012754N/N500016

Neeraj Sharma

Partner

Membership Number: 108391 UDIN: 23108391BGTBUQ1530

Place: Mumbai Date: May 17, 2023

Mar 31, 2022

Report on the Audit of the Standalone FinancialStatements

Opinion

1. We have audited the accompanying standalone financial statements of Sterlite Technologies Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2022, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes

to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the âAuditors'' Responsibilities for the audit of the financial statementsâ section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants

of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

4. Key audit matters are those matters that, in our professional 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.

Key audit matter	How our audit addressed the key audit matter
Revenue Recognition	We performed the following procedures:
(Refer note 2.1 (b), 3 and 25 to the Standalone Financial	Understood and evaluated the design and tested the operating
Statements)	effectiveness of controls relating to revenue recognition.
The Company recognises revenue in accordance with Ind AS 115	In respect of a sample of large and complex contracts and certain other
âRevenue from Contracts with Customersâ. This involves application	contracts, our procedures included, among other things:
of significant judgements by Management with respect to:	â¢ Reading of selected contracts to identify significant terms of the
â¢ Combination of contracts entered into with the same	contracts;
customer;	â¢ Assessing appropriateness of managementâs significant judgements
â¢ Identification of distinct performance obligations;	in accounting for identified contracts such as identification of
â¢ Total consideration when the contract involves variable	performance obligation and allocation of consideration to identified
consideration;	performance obligation;
â¢ Allocation of consideration to identified performance	â¢ Evaluation of the contract terms with respect to assessment of the
obligations; and	date of transfer of control;
â¢ Recognition of revenue over a period of time or at a point in	â¢ Testing of timing of recognition of revenue (including procedures
time based on timing when control is transferred to customer.	related to cut off) in line with the terms of contracts;
Further, for contracts where revenue is recognised over a period	â¢ Testing the appropriateness of key assumptions used by Management
of time, the Company makes estimates which impact the revenue	including the appropriateness and reasonability of Managementâs
recognition. Such estimates include, but are not limited to:	conclusion regarding the expected delays in estimated completion of
â¢ costs to complete,	the performance obligations and possible impact on key estimates.
â¢ contract risks,	Reading of the related contract terms and communications with
â¢ price variation claims, and	the customers to assess the likelihood of availability of contractual
â¢ liquidated damages	remedies.
Further, in determining the above estimates for ongoing contracts,	â¢ Testing of journal entries for unusual/ irregular revenue transactions, if
Management has also evaluated the estimates, especially	any; and
those resulting from expected delays in the completion of the	â¢ Evaluating adequacy of presentation and disclosures in the financial
performance obligations and available contractual remedies.	statements.
We focused on this area because a significant portion of the	Based on the above procedures, we did not note any significant
revenue generated requires management to exercise judgement	exceptions in the estimates and judgements applied by the Management
and therefore could be subject to material misstatement due to	in revenue recognition including those relating to presentation and
fraud or error.	disclosures as required by Ind AS 115.

Other Information

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

Auditorsâ responsibilities for the audit of the financial

statements

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.

9. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism 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 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 made by 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

5. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Director''s 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of management and those charged

with governance for the standalone financial

statements

6. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility

7. 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

a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern.

If we conclude that a material uncertainty exists, we are required to draw attention in our auditors'' report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors'' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

12. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors'' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that

a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

13. As required by the Companies (Auditor''s Report) Order, 2020 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

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

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

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

(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Aâ.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements -Refer Note 21 and 37 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 19 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.

iv. (a) The management has represented

that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been advanced or loaned or invested either from borrowed funds or share premium or any other sources or kind of funds by the Company to or in any other person(s) or entity(ies), including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 18 to the standalone financial statements);

(b) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever

by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 18 to the standalone financial statements); and

v. The dividend declared and paid during the year by the Company is in compliance with Section 123 of the Act.

15. The Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Neeraj Sharma

Partner

Membership Number: 108391

UDIN: 22108391AHYNYU1788

Place: Pune

Date: April 28, 2022

Mar 31, 2021

Report on the audit of the Standalone financial statements

Opinion

1. We have audited the accompanying standalone financial statements of Sterlite Technologies Limited (âthe Companyâ), which comprise the balance sheet as at March 31, 2021, and the statement of Profit and Loss (including Other Comprehensive income), statement

of changes in equity and statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2021, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.

Basis for opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditorâs Responsibilities for the Audit of the Standalone financial

statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter

4. We draw attention to Note 46 to the standalone financial statements which describes that the Company had recognised Goodwill on amalgamation during

the financial year ended March 31,2016, which has been amortised over a period of five years from the appointed date of September 29, 2015, in accordance with the accounting treatment prescribed under the Scheme of amalgamation approved by the Gujarat High Court. Our opinion is not modified in respect of this matter.

Key audit matters

5. 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.

Key audit matter	How our audit addressed the key audit matter
1. Revenue Recognition
(Refer note 2.1(b), 3 and 26 to the Standalone financial statements)	We performed the following procedures:
The Company recognises revenue in accordance with Ind AS 115	Understood and evaluated the design and tested the operating
âRevenue from Contracts with Customersâ. This involves application	effectiveness of controls relating to revenue recognition.
of significant judgements by Management with respect to:	In respect of certain large and complex contracts and certain other
â¢ Combination of contracts entered into with the same customer;	contracts our procedures included, among other things:
â¢ Identification of distinct performance obligations; â¢ Total consideration when the contract involves variable	â¢ Reading of selected contracts to identify significant terms of the
consideration involved; â¢ Allocation of consideration to identified performance obligations; â¢ Recognition of revenue over a period of time or at a point in time based on timing when control is transferred to customer. For assessment of the date of transfer of control, Management has obtained legal opinion in respect of certain arrangements.	â¢ Assessing appropriateness of managementâs significant judgements in accounting for identified contracts such as identification of performance obligation and allocation of consideration to identified performance obligation; â¢ Evaluation of the contract terms and consideration of the legal opinion obtained by Management with respect to assessment of
Further, for contracts where revenue is recognised over a period	the date of transfer of control;
of time, the Company makes estimates which impact the revenue recognition. Such estimates include, but are not limited to: â¢ costs to complete, â¢ contract risks, â¢ price variation claims,	â¢ Testing of timing of recognition of revenue (including procedures related to cut off) in line with the terms of contracts; â¢ Testing the appropriateness of key assumptions used by Management including the appropriateness and reasonability of Managementâs conclusion regarding the expected delays in estimated completion of the performance obligations and possible
â¢ liquidated damages	impact on key estimates. Reading of the related contract terms
Further in determining the above estimates for ongoing contracts,	and communications with the customers to assess the likelihood
Management has also evaluated the estimates, especially those	of availability of contractual remedies.
resulting from expected delays in the completion of the performance	â¢ Testing of journal entries for unusual/irregular revenue
obligations and available contractual remedies.	transactions; and
We focused on this area because a significant portion of the revenue	â¢ Evaluating adequacy of presentation and disclosures.
generated requires management to exercise judgement and	Based on above procedures, we did not note any significant
therefore could be subject to material misstatement due to fraud or	exceptions in the estimates and judgements applied by the
error.	Management in revenue recognition including those relating to presentation and disclosures as required by the applicable accounting standard.

Other Information

6. The Companyâs Board of Directors is responsible for the other information. The other information comprises the information included in the Directorâs report, but does not include the standalone financial statements and our auditorâs 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.

We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the standalone financial statements

7. The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. 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.

8. In preparing the standalone financial statements, management is responsible for assessing the Companyâs 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. Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditorsâ responsibilities for the audit of the

standalone financial statements

9. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditorâs report that includes our opinion. Reasonable assurance

is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

10. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism 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.

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 management.

â¢ Conclude on the appropriateness of managementâs 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 Companyâs ability to continue as a going concern.

If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs 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 auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

11. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

12. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

13. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that

a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

14. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination

of those books.

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements -Refer Note 22 and 39 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.

iv. The reporting on disclosures relating to Specified Bank Notes is not applicable to the Company for the year ended March 31,2021

16. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Neeraj Sharma

Partner

Membership Number: 108391

UDIN: 21108391AAAADF3548

Pune

April 29, 2021

Mar 31, 2019

Report on the audit of the Standalone financial statements

Qualified Opinion

1. We have audited the accompanying standalone financial statements of Sterlite Technologies Limited (âthe Companyâ), which comprise of the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, except for the indeterminate effects of the matter described in the Basis for Qualified Opinion paragraph of our report, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the âActâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.

Basis for Qualified opinion

3. We draw your attention to Note 44 to the standalone financial statements, which states that the Company in an earlier year received an order of CESTAT upholding a demand of Rs. 188 crores (including penalties but excluding interest) (''188 crores as at March 31, 2018) in relation to a excise/customs matter. The Companyâs appeal against this order with the Honourable Supreme Court has been admitted. Based on the current status and legal advice received, the management has recognised a provision amounting to Rs. 4.5 crores as on March 31, 2019, (Rs. 4.5 crores as at March 31, 2018), in respect of this matter based on its best estimate. Pending disposal of the matter by the Honourable Supreme Court, we are unable to comment on the adequacy of the provision made towards the amount of excise / customs duty payable.

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

Emphasis of Matter - Amortisation of goodwill recognized on acquisition

5. We draw attention to Note 46 to the standalone financial statements which describes that the Company had recognised Goodwill on amalgamation during the financial year ended March 31, 2016, which is being amortised over a period of five years from the appointed date of September 29, 2015, in accordance with the accounting treatment prescribed under the Scheme of amalgamation approved by the Gujarat High Court. Our opinion is not modified in respect of this matter.

Key audit matters

6. 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. In addition to the matter described in the Basis for Qualified Opinion paragraph above, we have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
1. Revenue Recognition on transition to Ind AS 115
(Refer note 2(b), 3 and 51 to the standalone financial statements)	Our testing approach included both tests of controls as well
	substantive procedures (i.e test of details).
Effective April 1, 2018, the Company has adopted Ind AS 115
âRevenue from Contracts with Customersâ. Consequently,	As part of our test of controls, we understood and evaluated the
management has reviewed its existing contracts with customers	design and tested the operating effectiveness of controls over
under the model provided in Ind AS 115.	revenue recognition.
Management has applied significant judgements with respect to:	Our substantive testing of revenue transactions was designed to
- Combination of contracts entered into with the same customer;	cover certain large and complex contracts and testing of sample of
	other contracts. Our procedures included, among other things:
- Identification of performance obligations;
- Allocation of consideration to identified performance obligations;	- Reading of selected contracts to identify significant terms of
- Recognition of revenue over a period of time or at a point in	the contracts;
time based on timing when control is transferred to customer.	- Assessing appropriateness of managementâs significant
For assessment of the date of transfer of control, Management	judgements in accounting for identified contracts;
has obtained legal opinion in respect of certain arrangements.	- Evaluation of the contract terms and also consideration of the legal
Further, for contracts where revenue is recognised over a period	opinion obtained by Management with respect to assessment of
of time, the Company made estimates which impact the revenue	the date of transfer of control;
recognition. Such estimates include, but are not limited to:	- Testing of timing of recognition of revenue (including procedures
	related to cut off) in line with the terms of contracts;
- costs to complete,
. rnntrart ricl/''c - contract risks,	- Testing the key management assumptions used to estimate
	contract cost, contract risks, claims etc;
- price variation claims,
	- Testing of journal entries for unusual/irregular revenue
- liquidated damages
	transactions; and
We focused on this area because a significant portion of the	- Consideration of the adequacy of the disclosures as required to be
revenue generated requires management to exercise judgement	made by Management under the new standard.
and therefore could be subject to material misstatement due to
fraud or error.	Based on above procedures, we did not note any significant
	exceptions in the estimates and judgements applied by the
In addition, first time disclosures required under Ind AS 115 have	Management in revenue recognition including those relating to
been identified as an area of focus for the current year.	presentation and disclosures.

2. Accounting policy and fair valuation of investments in joint venture in accordance with Ind AS 109 Refer note 2 (o) (Accounting
Policies) to the Standalone Financial Statements
The Company makes investments in start-ups and growth	Our audit procedures included:
companies. Such investment activity is separately managed from
the manufacturing activities with a stated objective of earning a	- Understanding the controls of the Company around investment
return from appreciation in the value of the investments and are	strategy in start-ups and growth companies;
made with identified exit strategies. The total carrying value of such	- Evaluation of the design and testing the operating effectiveness
investments as at March 31, 2019 is Rs. 22.86 crores. Management	of the aforesaid controls;
has concluded that basis the terms of the contract with the investee	- Evaluation of the Companyâs investment strategy and
companies such investments will qualify to be investment in	internal organization;
Associates or Joint Ventures. Further Management has evaluated	- Consideration of the investment subscription agreements for the
the requirements of Ind AS 28 for availing the exemption from	terms and conditions;
applying equity method of accounting and concluded that such	- Discussion with the relevant management personnel engaged
exemption is available to the Company for such investments. The	in managing the investment decisions and involved in such
Company has accordingly elected to measure such investments at	transactions to understand the purpose of such investments and
fair value through Profit and Loss account in accordance with Ind	how the investment activity is managed;
AS 109 in the standalone financial statements. Management has	- Evaluation of the criteria considered by the management in their
obtained a report from an independent valuer for determining the	conclusion on accounting treatment in accordance with the
fair valuation of the investments as at the Balance Sheet date.	requirements of Ind AS 28 and Ind AS 109.
	- Consideration of adequacy of disclosures in the standalone
We focused on this area as there was significant judgement	financial statements along with related accounting policies.
involved in concluding whether the exemption from equity method	- Assessment of the methodology and the appropriateness
of accounting for such investments is available to the Company and	of the valuation models and inputs used by management to
the fair valuation of these investments contain assumptions that are	value investments.
not observable.
	Based on the results above procedures, we found the accounting
	policy followed by Management to be appropriate and did not find
	any material exceptions to managementâs estimates and judgements
	with regard to the accounting and fair valuation of investments in
	accordance with the relevant accounting standard.

Other Information

7. The Companyâs Board of Directors is responsible for the other information. The other information comprises the information included in the Directorsâ Report, but does not include the standalone financial statements and our auditorâs 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.

Responsibilities of management and those charged with governance for the financial statements

8. The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. 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 judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

9. In preparing the standalone financial statements, management is responsible for assessing the Companyâs 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. Those Board of Directors are also responsible for overseeing the Companyâs financial reporting process.

Auditorâs responsibilities for the audit of the financial statements

10. 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 auditorâs 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.

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

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

- Obtain an understanding of 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.

- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

- Conclude on the appropriateness of managementâs 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 Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs 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 auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

13. 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.

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

Report on other legal and regulatory requirements

15. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, except for the matter described in the Basis for Qualified Opinion paragraph above, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) Except for the indeterminate effects of the matters described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.

(e) The outcome of the matter described in the Basis for Qualified Opinion paragraph above in our opinion, may have an adverse effect on the functioning of the Company.

(f) On the basis of the written representations received from the directors as on 31st March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) The reservation relating to maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.

(h) 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 âAnnexure Aâ.

(i) With respect to the other matters to be included in the Auditorâs 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) Except for the matters described in the Basis for Qualified Opinion paragraph above, the Company has disclosed the impact, if any, of pending litigations as at March 31, 2019 on its financial position in its standalone financial statements - Refer Note 22, 39 and 44 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 20 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 March 31, 2019.

(iv) The reporting on disclosures relating to the Specified Bank Notes is not applicable to the Company for the year ended March 31, 2019.

Annexure A to Independent Auditorsâ Report

Referred to in paragraph 16(h) of the Independent Auditorsâ Report of even date to the members of Sterlite Technologies Limited on the standalone financial statements for the year ended March 31, 2019

Report on the Internal Financial Controls with reference to standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference to standalone financial statements of Sterlite Technologies Limited (the âCompanyâ) as of March 31, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended as on that date.

Managementâs Responsibility for Internal Financial Controls

2. The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditorsâ Responsibility

3. Our responsibility is to express an opinion on the Company''s internal financial controls with reference to standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to standalone financial statements was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

The procedures selected depend on the auditorâs judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system with reference to standalone financial statements.

Meaning of Internal Financial Controls with reference to standalone financial statements

6. A company''s internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial controls with reference to standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with reference to standalone financial statements

7. Because of the inherent limitations of internal financial controls with reference to standalone financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to standalone financial statements to future periods are subject to the risk that the internal financial controls with reference to standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Basis for Qualified Opinion

8. According to the information and explanations given to us and based on our audit, the following material weakness has been identified in the operating effectiveness of the Companyâs internal financial controls with reference to standalone financial statements as at March 31, 2019:

The Companyâs internal financial controls over the evaluation and assessment of provision for an excise/customs matter pending with the Honourable Supreme Court were not operating effectively which could potentially result in the Company not recognising adequate provision in respect of this matter.

Refer paragraph 3 of the main audit report.

A âmaterial weaknessâ is a deficiency, or a combination of deficiencies, in internal financial control with reference to standalone financial statements, such that there is a reasonable possibility that a material misstatement of the company''s annual or interim standalone financial statements will not be prevented or detected on a timely basis.

Qualified opinion

9. In our opinion, except for the possible effects of the material weakness described in the Basis for Qualified Opinion paragraph above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as of March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

10. We have considered the material weakness identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the standalone financial statements of the Company for the year ended March 31, 2019 and the material weakness has affected our opinion on the standalone financial statements of the Company and we have accordingly issued a modified report on the standalone financial statements.

Annexure B to Independent Auditorsâ Report

Referred to in paragraph 15 of the Independent Auditorsâ Report of even date to the members of Sterlite Technologies Limited on the standalone financial statements as of and for the year ended March 31, 2019

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a planned programme designed to cover all the items once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, fixed assets have been physically verified by the Management during the previous year and no material discrepancies have been noticed on such verification. Further, the physical verification of cables is impractical due the manner in which they have been installed/laid.

(c) The title deeds of immovable properties, as disclosed in Note 4 on fixed assets to the standalone financial statements, are held in the name of the Company.

ii. The physical verification of inventory excluding stocks lying with third party have been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them.

The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of accounts.

iii. The Company has not granted any secured or unsecured loans, to companies covered in the register maintained under Section 189 of the Act. There are no companies covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made and guarantees and security provided by it.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of manufacture of copper cables. We have broadly reviewed the same and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employeesâ state insurance, income tax, duty of customs, cess, goods and service tax and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of goods and service tax and value added tax which have not been deposited on account of any dispute.

The particulars of dues of income tax, service tax, duty of customs and duty of excise as at March 31, 2019 which have not been deposited on account of a dispute, are as follows:

Name of the statute	Nature of dues	Amount in INR Crores$	Period to which the amount relates	Forum where the dispute is pending
Central Excise Act, 1944#	Excise Duty	188.00	2001-2003	Honourable Supreme Court
	Excise Duty	30.07	2001-2003	Bombay High Court
	Excise Duty	0.88	2002-2003	CESTAT Mumbai
	Excise Duty	1.16	2013-2017	Additional commissioner Central GST and Central Excise, Daman
Customs Act, 1962#	Custom Duty	1.64	2013-2014	The commissioner of Customs (appeals)
	Custom Duty	67.12	2001-2003	Mumbai High Court
Central Sales Tax Act, 1956	Central Sales Tax 0.38		2014-2015	Assistance Commissioner of State Tax, Ahmedabad
Finance Act, 1994	Service Tax	0.42	2002-2007	Bombay High Court
	Service Tax	0.45	1999-2003	Gujrat High Court
	Service Tax	0.14	2013-2017	Commissioner- Appeals - Nasik
	Service Tax	1.31	2013-16	CESTAT Gujrat
Income Tax Act, 1961*	Income Tax	2.67	AY 2013-14, AY 2015-16	Commissioner (Appeals) - Mumbai
	Income Tax	0.71	AY 2011-12, AY 2013-14, AY 2014-15, AY 2015-16	Commissioner (Appeals) - Ahmedabad
	Income Tax	0.04	AY 2012-13	Gujarat High Court
	Income Tax	0.15	AY 2010-11, 2009-10	Income Tax Appellate Tribunal - Ahmedabad

* Amount disclosed above are after considering the rectification application filed by the Company with Income tax authorities.

# Demand disclosed above does not include the interest claimed but not quantified by the Central excise/customs authorities.

$ Net of amounts paid under protest.

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders as at the balance sheet date. As stated in Note 39 to the standalone financial statements, the Company continues to dispute amounts aggregating Rs. 18.87 crores claimed by a bank in the earlier years, towards import consignments under letter of credit not accepted by the Company, owing to discrepancies in documents. Since the matter is in dispute, we are unable to determine whether there is a default in repayment of dues to the said bank.

ix. In our opinion, and according to the information and explanations given to us, the moneys raised by way term loans (including debt instruments) have been applied for the purposes for which they were obtained. The Company has not raised any moneys by way of initial public offer or further public offer.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. The Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the standalone financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act.

xiv. The Company has not made a preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Neeraj Sharma

Partner

Membership Number: 108391

Place: Pune

Date: April 23, 2019

Mar 31, 2018

Report on the Standalone Indian Accounting Standards (Ind AS) Financial Statements

1. We have audited the accompanying standalone Ind AS financial statements of Sterlite Technologies Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Standalone Ind AS Financial Statements

2. The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements to give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorsâ Responsibility

3. Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made thereunder including the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorsâ judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Companyâs preparation of the standalone Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone Ind AS financial statements.

Basis For Qualified Opinion

8. We draw your attention to Note 44 to the standalone Ind AS financial statements, which states that the Company in earlier year received an order of CESTAT upholding a demand of Rs.188 crores (including penalties but excluding interest) (Rs.188 crores as at March 31, 2017) in relation to an excise/customs matter. The Companyâs appeal against this order with the Honorable Supreme Court has been admitted. Based on the current status and legal advice received, the management has recognised a provision amounting to Rs.4.5 crores as on March 31, 2018 (Rs.4.5 crores as on March 31, 2017) in respect of this matter based on its best estimate. Pending disposal of the matter by the Honorable Supreme Court, we are unable to comment on the adequacy of the provision made towards the amount of excise / customs duty payable.

Qualified Opinion

9. In our opinion and to the best of our information and according to the explanations given to us, except for the indeterminate effect of the matter described in the Basis for Qualified Opinion paragraph, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its total comprehensive income (comprising of profit/ loss and other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

10. We draw attention to Note 46 to the standalone Ind AS financial statements which describes that the Company had recognised Goodwill on amalgamation during the financial year ended March 31, 2016, which is being amortised over a period of five years from the appointed date (that is September 29, 2015), in accordance with the accounting treatment prescribed under the Scheme of amalgamation approved by the Gujarat High Court. Our opinion is not qualified in respect of this matter.

Other Matter

11. The Ind AS financial statements of the Company for the year ended March 31, 2017 were audited by another firm of Chartered Accountants, who vide their report dated April 26, 2017, expressed a modified opinion on those financial statements with respect to the matter described in the Basis for Qualified opinion paragraph above. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

12. As required by the Companies (Auditorâs Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (âthe Orderâ), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, except for the matter described in the basis for qualified opinion above, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

d. In our opinion, except for the indeterminate effect of the matter described in the basis for qualified opinion paragraphs, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

e. The outcome of the matter described in the Basis for qualified opinion paragraph above may have adverse effect on the functioning of the Company.

f. On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

g. The qualification relating to the maintenance of accounts and other matters connected therewith is as stated in the Basis for Qualified Opinion paragraph above.

h. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.

i. With respect to the other matters to be included in the Auditorsâ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i. Except for the matter described in the basis for qualified opinion above, the Company has disclosed the impact, if any, of pending litigations as at March 31, 2018 on its financial position in its standalone Ind AS financial statements - Refer Note 22, 39 and 44;

ii. The Company has made provision as at March 31, 2018, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts -Refer Note 20;

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 March 31, 2018.

iv. The reporting on disclosure relating to Specified Bank Notes is not applicable to the Company for the year ended March 31, 2018.

Annexure B to Independent Auditorsâ Report

Referred to in paragraph 12 of the Independent Auditorsâ Report of even date to the members of Sterlite Technologies Limited on the standalone Ind AS financial statements as of and for the year ended March 31, 2018

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a planned programme designed to cover all the items once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. Further, the physically verification of cables installed/laid is impractical.

(c) The title deeds of immovable properties, as disclosed in Note 4 on fixed assets to the financial statements, are held in the name of the Company.

ii. The physical verification of inventory, excluding stocks with third parties, have been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them.

The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of accounts.

iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of manufacture of copper cables. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii.(a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employeesâ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess, goods and service tax with effect from July 1, 2017 and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of goods and service tax with effect from July 1, 2017, sales-tax and value added tax which have not been deposited on account of any dispute. The particulars of dues of income tax, service tax, duty of customs, and duty of excise as at March 31, 2018 which have not been deposited on account of a dispute, are as follows:

		Amount	Period to which	Forum where the
Name oF the statute	Nature oF dues	(Rs. in Crores)	the amount relates	dispute is pending
Central Excise Act, 1944#	Excise Duty	188	2001-2003	Supreme Court
	Excise Duty	0.70	2002-2003	Bombay High Court
	Excise Duty	29.10	2001-2008	Bombay High Court
	Excise Duty	3.06	2001-2003	Commissioner (Appeals) - Mumbai
Customs Act, 1962#	Custom Duty	67.12	2001-2003	Bombay High Court
Finance Act, 1994	Service Tax	1.04	2003-2007	Bombay High Court
Income Tax Act, 1961	Income Tax	4.48*	AY 2013-14, AY 2015-16	Commissioner (Appeals) - Mumbai
	Income Tax	2.83	AY 2011-12, AY 2013-14, AY 2014-15, AY 2015-16	Commissioner (Appeals) - Ahmedabad
	Income Tax	0.04	AY 2012-13	Gujarat High Court
	Income Tax	0.15	AY 2010-11, 2009-10	Income Tax Appellate Tribunal -
				Ahmedabad

* Amount disclosed above are after considering the rectification application filed by the Company with Income tax authorities.

# Demand disclosed above does not include the interest claimed but not quantified by the Central excise / customs authorities.

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government or dues to debenture holders as at the balance sheet date. As stated in Note 40 to the standalone Ind AS financial statements, the Company continues to dispute amounts aggregating Rs.18.87 Crores claimed by a bank in the earlier years, towards import consignments under letter of credit not accepted by the Company, owing to discrepancies in documents. Since the matter is in dispute, we are unable to determine whether there is a default in repayment of dues to the said bank.

ix. In our opinion, and according to the information and explanations given to us, the moneys raised by way of initial public offer or further public offer (including debt instruments) and term loans have been applied, on an overall basis, for the purposes for which they were obtained.

xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: (FRN 012754N/N500016)

Chartered Accountants

Neeraj Sharma

Partner

Membership Number 108391

Place: Pune

Date: April 25, 2018

Mar 31, 2017

To the Members of Sterlite Technologies Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Sterlite Technologies Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Managementâs Responsibility for the Ind AS financial statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

Basis for qualified opinion

As stated in Note 53 to the accompanying standalone Ind AS financial statements, the Company had in an earlier year received an order of CESTAT upholding a demand of Rs.188 crores (including penalties and excluding interest) (Rs. 188 crores as at March 31, 2016) in a pending excise/customs matter. The Company''s appeal against this order with the Honourable Supreme Court has been admitted. Based on the current status and legal advice received, provision for liability as recorded and disclosed in Note 20 in the accompanying standalone Ind AS financial statements is considered adequate by Management. In the event the decision of the Honourable Supreme Court goes against the Company on any of the grounds of appeal, additional provision against the said demand may be required. Pending disposal of the matter by the Honourable Supreme Court, we are unable to comment on the adequacy of the provisions made towards the amount of excise / customs duty payable. Our audit opinion on the standalone financial statements for the year ended March 31, 2016 was also qualified in respect of this matter.

Qualified opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, of its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

We draw attention to Note 54C to the standalone Ind AS financial statements which describes the accounting for merger which has been done as per the Scheme of amalgamation approved by the High Court. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) I n our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

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

(d) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

(f) On the basis of written representations received from the directors as on March 31, 2017, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017, from being appointed as a director in terms of section 164(2) of the Companies Act, 2013;

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

(h) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure 2â to this report;

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

i. Except for the possible effect of the matter described in the Basis for Qualified Opinion above, the Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements -Refer Notes 20, 40 and 53 to the standalone Ind AS 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.

iv. The Company has provided requisite disclosures in Note 54D to these standalone Ind AS financial statements as to the holdings of Specified Bank Notes on November 8, 2016 and December 30, 2016 as well as dealings in Specified Bank Notes during the period from November 8, 2016 to December 30, 2016. However, we are unable to obtain sufficient and appropriate audit evidence to report on whether the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management.

Annexure 1 referred to in paragraph 1 under the heading âReport on Other Legal and Regulatory Requirementsâ of our report of even date

Re: Sterlite Technologies Limited (the "Company")

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) Fixed assets were physically verified by the management in earlier year in accordance with a planned programme of verifying them once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the company.

(ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the company.

(v) The Company has not accepted any deposits from the public.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148 (1) of the Companies Act, 2013, related to the manufacture of data cables and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, service tax, sales tax, customs duty, excise duty, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, customs duty, excise duty, value added tax and cess on account of any dispute, are as follows:

Name of the statute	Nature of dues	Amount (Rs. in Crores)	Period to which the amount relates	Forum where dispute is pending
Central Excise Act, 1944	Excise Duty	188.00	2001-2003	Supreme Court
		0.70	2002-2003	Bombay High Court
		28.77	2001-2008	Bombay High Court
		3.06	2001-2003	Commissioner
Customs Act, 1962	Custom Duty	67.24	2001-2004	Bombay High Court
Finance Act, 1994	Service Tax	0.63	2003-2007	Bombay High Court
Income Tax Act, 1961	Income Tax	1.75	AY11-12, AY13-14,	CIT (Appeals)
			AY14-15
		0.06	AY09-10, AY12-13	ITAT

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders or government. As stated in Note 40 to the standalone Ind AS financial statements, the Company continues to dispute amounts aggregating Rs. 18.87 Crores debited by a bank in the earlier years, towards import consignments under Letters of Credit not accepted by the Company, owing to discrepancies in documents.

Since the matter is in dispute, we are unable to determine whether there is a default in repayment of dues to the said bank.

(ix) In our opinion and according to information and explanations given by the management, monies raised by the company by way of debt instruments in the nature on non-convertible debentures and term loans were applied for the purpose for which the loans were obtained. Further, according to the information and explanations given by the management, the Company has not raised any money by way of initial public offer / further public offer during the year.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the company or no fraud on the company by the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the notes to the standalone Ind AS financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the company and hence not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any noncash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

Annexure 2 to the Independent Auditorâs Report of even date on the Standalone Financial Statements of Sterlite Technologies Limted

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

We have audited the internal financial controls over financial reporting of Sterlite Technologies Limited (âthe Companyâ) as of March 31, 2017 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Company''s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditorâs Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

An audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Qualified Opinion

According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified in the operating effectiveness of the Company''s internal financial controls over financial reporting as at March 31, 2017:

The Company''s internal financial controls over evaluation and assessment of provision for an excise/customs matter pending with the Honourable Supreme Court were not operating effectively which could potentially result in the Company not recognizing sufficient provision there against.

A âmaterial weakness'' is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company''s annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion, the Company has, in all material respects, maintained adequate internal financial controls over financial reporting as of March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered

Accountants of India, and except for the possible effects of the material weakness described above on the achievement of the objectives of the control criteria, the Company''s internal financial controls over financial reporting were operating effectively as of March 31, 2017.

Explanatory paragraph

We also have audited, in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act, the standalone Ind AS financial statements of Sterlite Technologies Limited, which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss including other comprehensive income, the Cash Flow Statement, the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2017 standalone Ind AS financial statements of Sterlite Technologies Limited and this report affects our report dated April 26, 2017, which expressed a qualified opinion on those standalone Ind AS financial statements.

For S R B C & Co LLP

Chartered Accountants

ICAI Firm Registration No. 324982E / E300003

per Paul Alvares

Partner

Membership Number : 105754

Place of Signature: Pune

Date: April 26, 2017

Mar 31, 2016

We have audited the accompanying standalone financial statements of Sterlite Technologies Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("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 and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016. 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 the design, implementation and maintenance of adequate internal financial control 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.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone financial statements..

BASIS FOR QUALIFIED OPINION

As stated in Note no. 45(A) to the accompanying standalone financial statements, the Company had in an earlier year received an order of CESTAT upholding a demand of Rs. 188 crores (including penalties and excluding interest) (Rs. 188 crores as at March 31, 2015) in a pending excise/customs matter. The Company''s appeal against this order with the Honourable Supreme Court has been admitted. Based on the current status and legal advice received, provision for liability as recorded and disclosed in Note no. 8 in the accompanying standalone financial statements is considered adequate by Management. In the event the decision of the Honourable Supreme Court goes against the Company on any of the grounds of appeal, additional provision against the said demand may be required. Pending disposal of the matter by the Honourable Supreme Court, we are unable to comment on the adequacy of the provisions made towards the amount of excise / customs duty payable. Our audit opinion on the standalone financial statements for the year ended March 31, 2015 was also qualified in respect of this matter.

QUALIFIED OPINION

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, of its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub- section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Statement of profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

(f) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Companies Act, 2013;

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report dated May 26, 2016 in "Annexure 2" to this report;

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

(i) Except for the possible effect of the matter described in the Basis for Qualified Opinion above, the Company has disclosed the impact of pending litigations on its financial position in its Standalone financial statements Â Refer Notes 8, 33 and 45(A) 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 8 and 10 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.

Re: Sterlite technologies limited (the "company")

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) Fixed assets were physically verified by the management in the previous year in accordance with a planned programme of verifying them once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the company, except for leasehold land aggregating Rs. 5.83 crore acquired in an earlier year, for which registration of title deeds in the name of the Company is in progress.

(ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans to directors including entities in which they are interested and in respect of loans and advances given, investments made and, guarantees, and securities given have been complied with by the Company.

(v) The Company has not accepted any deposits from the public..

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148 (1) of the Companies Act, 2013, related to the manufacture of data cables, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, service tax, sales tax, customs duty, excise duty, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, service tax, customs duty, excise duty, value added tax and cess on account of any dispute, are as follows:

Name of the statute Nature of dues Amount (Rs in crores) Period to which the Forum where dispute amount relates is pending

Central Excise Act, 1944 Excise Duty 188.00 2001-2003 Supreme Court

0.70 2002-2003 Bombay High Court

28.77 2001-2008 CESTAT

6.45 2001-2003 Commissioner

Customs Act, 1962 Custom Duty 67.24 2001-2004 CESTAT

Finance Act, 1994 Service Tax 0.63 2003-2007 Bombay High Court

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders or government. As stated in Note no. 33 to the standalone financial statements, the Company continues to dispute amounts aggregating Rs. 18.87 Crores debited by a bank in the earlier years, towards import consignments under Letters of Credit not accepted by the Company, owing to discrepancies in documents. Since the matter is in dispute, we are unable to determine whether there is a default in repayment of dues to the said bank.

(ix) In our opinion and according to information and explanations given by the management, monies raised by the company by way of term loans were applied for the purpose for which the loans were obtained. Further, according to the information and explanations given by the management, the Company has not raised any money way of initial public offer / further public offer / debt instruments during the year.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the company or no fraud on the company by the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence, reporting requirements under clause 3(xiv) are not applicable to the company and hence not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.

place of Signature: Pune For S R b c & co llp per paul alvares

date: May 26, 2016 Chartered Accountants Partner

ICAI Firm Registration Number: 324982E/E300003

Membership Number : 105754

Mar 31, 2015

We have audited the accompanying standalone financial statements of Sterlite Technologies Limited (the "Company"), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (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 and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 the 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.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone financial statements.

BASIS FOR QUALIFIED OPINION

As stated in Note no. 45(A) to the accompanying standalone financial statements, the Company had in an earlier year received an order of CESTAT upholding a demand of Rs.188 crores (including penalties and excluding interest) (Rs.188 crores as at March 31,2014) in a pending excise/customs matter. The Company''s appeal against this order with the Honourable Supreme Court has been admitted. Based on the current status and legal advice received, provision for liability as recorded and disclosed in Note no. 8 in the accompanying standalone financial statements is considered adequate by Management. In the event the decision of the Honourable Supreme Court goes against the Company on any of the grounds of appeal, additional provision against the said demand may be required. Pending disposal of the matter by the Honourable Supreme Court, we are unable to comment on the adequacy of the provisions made towards the amount of excise / customs duty payable. Our audit opinion on the standalone financial statements for the year ended March 31,2014 was also qualified in respect of this matter.

QUALIFIED OPINION

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2015, of its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s report) Order, 2015 (the "Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

(f) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164 (2) of the Companies Act, 2013;

(g) 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. Except for the possible effect of the matter described in the Basis for Qualified

Opinion above, the Company has disclosed the impact of pending litigations on its financial position in its Standalone financial statements - Refer Notes 8, 33 and 45(A) 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 8 and 10 to the Standalone financial statements;

iii. Except for the instance of delay, there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Date of payment Amount transferred Number of days'' (INR) delay

October 21,2014 899,995 65

Re: Sterlite Technologies Limited (the "Company") (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) Fixed assets were physically verified by management during the year in accordance with a planned programme of verifying them once in three years, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were identified on such verification.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a) and (b) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas.

(v) The Company has not accepted any deposits from the public. Accordingly, the provisions of clause 3(v) of the Order are not applicable to the company and hence not commented upon.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture of power conductors and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b) According to the records of the Company, the dues outstanding of income- tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, value added tax and cess on account of any dispute, below:

Name Amount Periodto Forum where Nature in which the dispute is of the amount statute of dues Crores) pending relates

188.00 2001 - 2003 Supreme Court Central Excise 0.70 2002 - 2003 Bombay High Court Excise Act, Duty 28.77 2001 - 2008 CESTAT

6.45 2001 - 2003 Commissioner

Customs Customs Act, 1962 Duty 67.24 2001 - 2004 CESTAT

(c) According to the information and explanations given to us, there is a delay of 65 days in transfer of an amount of Rs.899,995 required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

(viii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(ix) Based on our audit procedures and as per the information and explanations given by Management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders. As stated in Note no. 33 to the standalone financial statements, the Company continues to dispute amounts aggregating Rs.18.87 Crores debited by a bank in the earlier years, towards import consignments under Letters of Credit not accepted by the Company, owing to discrepancies in documents. Since the matter is in dispute, we are unable to determine whether there is a default in repayment of dues to the said bank.

(x) According to the information and explanations given to us, the Company has given guarantees for loans taken by others from banks and financial institutions, the terms and conditions whereof, in our opinion, are not prima- facie prejudicial to the interest of the Company.

(xi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained, though idle/surplus funds which were not required for immediate utilization have been gainfully invested in fixed deposits with banks. The maximum amount of idle/surplus fund invested during the year was Rs. 55.80 crores which was also outstanding at the end of the year.

(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For S R B C & CO LLP Chartered Accountants ICAI Firm Registration Number: 324982E

per Paul Alvares Partner Membership Number: 105754

Place of Signature: Pune Date: May 18, 2015

Mar 31, 2014

We have audited the accompanying financial statements of Sterlite Technologies Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 read with General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Afairs. This responsibility includes the design, implementation and maintenance of internal control 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the efectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion.

Basis for Qualifed Opinion

As stated in Note no.43(A) in the accompanying financial statements, the Company had in an earlier year received an order of CESTAT upholding a demand of Rs.188 crores (including penalties and excluding interest) (Rs.188 crores as at March 31, 2013) in a pending excise/customs matter. The Company''s appeal against this order with the Honourable Supreme Court has been admitted. Based on the current status and legal advice received, provision for liability as recorded and disclosed in Note no. 8 in the accompanying financial statements is considered adequate by Management. In the event the decision of the Honourable Supreme Court goes against the Company on any of the grounds of appeal, additional provision against the said demand may be required. Pending disposal of the matter by the Honourable Supreme Court, we are unable to comment on the adequacy of the provisions made towards the amount of excise / customs duty payable. Our audit opinion on the standalone financial statements for the year ended March 31, 2013 was also qualifed in respect of this matter.

Qualifed Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible efects of the matter described in the Basis for Qualifed Opinion paragraph, the financial statements give the information required by the Companies Act, 1956 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of afairs of the Company as at March 31, 2014;

(b) In the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) Except for the matter described in the Basis for Qualifed Opinion paragraph, in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Afairs;

(e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualifed as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date Re: Sterlite Technologies Limited (''the Company'')

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets were physically verifed by the management in the previous year in accordance with a planned programme of verifying them once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verifcation.

(c) There was no disposal of a substantial part of fixed assets during the year.

ii. (a) The management has conducted physical verifcation of inventory at reasonable intervals during the year.

(b) The procedures of physical verifcation of inventory followed by Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verifcation.

iii. According to the information and explanations given to us, the Company has not granted or taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii) (b), (c), (d), (f) and (g) of the Order are not applicable to the Company and hence not commented upon.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the Company in respect of these areas.

v. In our opinion, there are no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(v

(a) and (b) of the Order are not applicable to the Company and hence not commented upon.

vi. The Company has not accepted any deposits from the public. Accordingly, the provisions of clause 4 (vi) of the Order are not applicable to the Company and hence not commented upon.

vii. In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.

viii. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Governm for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie, prescribed accounts and records have been made and maintaine We have not, however, made a detailed examination of the same.

ix. (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provide fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service t customs duty, excise duty, cess and other material statutor dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Period to Which the Forum where dispute Name of the Nature of statute dues Amount (Rs. in Crores) amount relates is pending

Central Excise Act, 1944 Excise Duty 188.00 2001-2003 Supreme Court

28.22 2001-2003 CESTAT

3.06 2001-2003 Commissioner (Appeals)

3.39 2001-2003 CESTAT

13.00 2001-2002 Bombay High Court

0.70 2002-2003 Bombay High Court

0.11 2004-2008 CESTAT

0.15 2005-2006 CESTAT

0.29 2006-2007 CESTAT

Customs Act, 1962 Custom Duty 5.24 2001-2003 CESTAT

62.00 2001-2004 CESTAT

1.42 2001-2003 Bombay High Court

x. The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

xi. Based on our audit procedures and as per the information and explanations given by Management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank or debenture holders. As stated in Note no. 33 in the financial statements, the Company continues to dispute amounts aggregating to Rs.18.87 Crores debited by one of the banks in the earlier year, towards import consignments under Letters of Credit not accepted by the Company, owing to discrepancies in documents. Since the matter is in dispute, we are unable to determine whether there is a default in repayment of dues to the said bank.

xii. According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4 (xii) of the Order are not applicable to the Company and hence not commented upon.

xiii. In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund / society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

xiv. In respect of dealing/trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company, in its own name.

xv. According to the information and explanations given to us, the Company has given guarantee for loans taken by others from banks, the terms and conditions whereof, in our opinion are not prima-facie prejudicial to the interest of the Company.

xvi. Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained, though idle/surplus funds which were not required for immediate utilization have been gainfully invested in liquid investments payable on demand. The maximum amount of idle/surplus funds invested during the year was Rs.30 crores which were also outstanding at the end of the year.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

xviii. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (xviii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

xix. According to the information and explanations given to us, the Company has issued 2,500 debentures of Rs.1,000,000 each, during the period covered by our audit report. The Company has created security or charge in respect of debentures issued.

xx. The Company has not raised any money through public issue during the year. Accordingly, the provisions of clause 4 (xx) of the Order are not applicable to the Company and hence not commented upon.

xxi. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by management, we report that no fraud on or by the Company has been noticed or reported during the year.

For S.R. Batliboi & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E

per Paul Alvares

Partner Place: Pune

Membership Number: 105754 Date: April 30, 2014

Mar 31, 2013

We have audited the accompanying financial statements of Sterlite Technologies Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.

The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Basis for Qualified Opinion

As stated in Note no. 43(A) in the accompanying financial statements, the Company had in an earlier year received an order of CESTAT upholding a demand of Rs.188 Crores (including penalties and excluding interest) (Rs.188 Crores as at March 31 2012) in a pending excise/customs matter. The Company''s appeal against this order with the Honourable Supreme Court has been admitted. Based on the current status and legal advice received, provision for liability as recorded and disclosed in Note no. 8 of the accompanying financial statements is considered adequate by Management. In the event the decision of the Honourable Supreme Court goes against the Company on any of the grounds of appeal, additional provision against the said demand may be required. Pending disposal of the matter by the Honourable Supreme Court, we are unable to comment on the adequacy of the provisions made towards the amount of excise / customs duty payable. Our audit opinion on thefinancial statements for the year ended March 31, 2012 was also qualified in respect of this matter.

Qualified opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

(2) As required by section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

(e) On the basis of written representations received from the directors as on March 31, 2013, andtaken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from beingappointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

Annexure referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of our report of even date Re: Sterlite Technologies Limited (the Company)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets have been physically verified by management during the year in accordance with a planned programme of verification which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were identified on such verification.

(c) There was no disposal of a substantial part of fixed assets during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) According to the information and explanations given to us, the Company has not granted or taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii) (b), (c), (d), (f) and (g) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas.

(v) In our opinion, there are no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(v) (a) and (b) of the Order are not applicable to the Company and hence not commented upon.

(vi) The Company has not accepted any deposits from the public. Accordingly, the provisions of clause 4 (vi) of the Order are not applicable to the Company and hence not commented upon.

(vii) In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of the statute Nature of dues Amount (Rs. in Crores)

Central Excise Act, 1944 Excise Duty 188.00

28.22

3.06

3.39

13.00

0.15

0.29

Customs Act, 1962 Custom Duty 5.24

62.00

1.42

Name of the Statute Period to which the Forum where dispute amount relates is pending

Central Excise Act, 1944 2001-2003 Supreme Court

2001-2003 CESTAT

2001-2003 Commissioner (Appeals)

2001-2003 Commissioner (Appeals)

2001-2002 Bombay High Court

2005-2006 CESTAT

2006-2007 CESTAT

Customs Act 1962 2001-2003 CESTAT

2001-2004 CESTAT

2001-2003 Bombay High Court

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by Management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank. As stated in Note 32 in thefinancial statements, the Company continues to dispute amounts aggregating to Rs.18.87 Crores debited by one of the banks in the earlier year, towards import consignments under Letters of Credit not accepted by the Company, owing to discrepancies in documents. Since the matter is in dispute, we are unable to determine whether there is a default in repayment of dues to the said bank. The Company did not have any outstanding dues in respect of debentures during the year.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4 (xii) of the Order are not applicable to the Company and hence not commented upon.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund / society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In respect of dealing/trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company, in its own name.

(xv) According to the information and explanations given to us, the Company has given guarantee for loans taken by others from banks, the terms and conditions whereof, in our opinion are not prima-facie prejudicial to the interest of the Company.

(xvi) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds amounting to Rs. 441.27 Crores raised on short-term basis in the form of working capital facilities and buyers credit arrangements have been used for long-term investments representing acquisition of tangible assets, investments in subsidiaries and long-term loans to subsidiaries.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (xviii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

(xix) The Company did not have any outstanding debentures during the year. Accordingly, the provisions of clause 4 (xix) of the Order are not applicable to the Company and hence not commented upon.

(xx) The Company has not raised any money through public issue during the year. Accordingly, the provisions of clause 4 (xx) of the Order are not applicable to the Company and hence not commented upon.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration No. 301003E

per Arvind Sethi

Partner

Membership No.: 89802

Place: Mumbai

Date: April 26, 2013

Mar 31, 2012

1. We have audited the attached Balance Sheet of Sterlite Technologies Limited ('the Company') as at March 31, 2012 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the f -inancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The balance sheet, statement of Profit and loss and cash flow statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the balance sheet, statement of Profit and loss and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

v. On the basis of the written representations received from the directors, as on March 31, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vi. As stated in Note 8, the Company had in an earlier year received an order office STAT upholding a demand of Rs. 188 Crores (including penalties and excluding interest) (Rs. 188 Crores as at March 31, 2011) in a pending excise/custom matter. The Company's appeal against this order with the Honourable Supreme Court has been admitted. Based on the current status and legal advice received, provision for liability as recorded and disclosed in Note 8 in the accompanying financial statements is considered adequate by Management. In the event the decision of the Honourable Supreme Court goes against the Company on any of the grounds of appeal, additional provision against the said demand may be required. Pending disposal of the matter by the Honourable Supreme Court, we are unable to comment on the adequacy of the provisions made towards the amount of excise/custom duty payable. Our audit report on the financial statements for the year ended March 31, 2011 were qualified in respect of this matter;

vii. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and except for the possible effect of the matter described in paragraph vi above, give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the balance sheet, of the state of Affairs of the Company as at March 31, 2012;

b) in the case of the statement of Profit and loss, of the Profit for the year ended on that date; and

c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of our report of even date Re: Sterlite Technologies Limited ('the Company')

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets were physically verified by the management in the previous year in accordance with a planned programme of verifying them once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) According to the information and explanations given to us, the Company has not granted or taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(iii) (b), (c), (d) (f) and (g) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas.

(v) In our opinion, there are no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clauses 4(v) (a) and (b) of the Order are not applicable to the Company and hence not commented upon.

(vi) The Company has not accepted any deposits from the public. Accordingly, the provisions of clause 4(vi) of the Order are not applicable to the Company and hence not commented upon.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 , related to the manufacture of "Power Cables and Conductors", and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth- tax, service tax, sales-tax, customs duty, excise duty, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of the statute Nature of dues Amount (Rs. in Crores)

Central Excise Act, 1944 Excise Duty 188.00

1.42 28.22 3.06 3.39 13.00 11.09

Customs Act, 1962 Custom Duty 5.24

62.00

Name of the Statue Period to which the Forum where dispute amount relates is pending

Central Excise Act, 1944 2001-2003 Supreme Court

2001-2003 CESTAT

2001-2002 CESTAT

2006-2008 CESTAT

Customs Act, 1962 2001-2003 CESTAT

2001-2004 CESTAT

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by Management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank. As stated in Note 8 the Company continues to dispute amounts aggregating to Rs. 18.87 Crores debited by one of the banks in the earlier year, towards import consignments under Letters of Credit not accepted by the Company, owing to discrepancies in documents. Since the matter is in dispute, we are unable to determine whether there is a default in repayment of dues to the said bank. The Company did not have any outstanding dues in respect of debentures during the year.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable to the Company and hence not commented upon.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) In respect of dealing/trading in shares, securities, debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company, in its own name.

(xv) According to the information and explanations given to us, the Company has given guarantee for loans taken by others from banks, the terms and conditions whereof, in our opinion are not prima-facie prejudicial to the interest of the Company.

(xvi) The Company did not have any term loans outstanding during the year. Accordingly, the provisions of clause

4(xvi) of the Order are not applicable to the Company and hence not commented upon.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that funds amounting to Rs. 231.56 Crores raised on short term basis in the form of working capital facilities and buyers credit arrangements have been used for long-term investments representing acquisition of tangible assets, investments in subsidiaries and long term loans to subsidiaries.

(xviii) The Company has made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the Company.

(xix) The Company did not have any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable to the Company and hence not commented upon.

(xx) The Company has not raised any money through public issue during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable to the Company and hence not commented upon.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S.R. Batliboi & Co.

Firm Registration Number: 301003E

Chartered Accountants

per Arvind Sethi

Partner

Membership Number: 89802

Place: Pune

Date: April 26, 2012

Mar 31, 2011

1. We have audited the attached Balance Sheet of Sterlite Technologies Limited ('the Company') as at March 31, 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub Section (3C) of Section 211 of the Companies Act, 1956;

v. On the basis of the written representations received from the directors, as on March 31, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vi. As stated in Note no. 8 of Schedule 21, the Company had in an earlier year received an order of CESTAT upholding a demand of f 188 crores (including penalties and excluding interest) (7 188 crores as at March 31, 2010) in a pending excise/custom matter. The Company's appeal against this order with the Honourable Supreme Court has been admitted. Based on the current status and legal advice received, provision for liability as recorded and disclosed in Note no. 8 of Schedule 21 in the accompanying financial statements is considered adequate by Management. In the event the decision of the Honourable Supreme Court goes against the Company on any of the grounds of appeal, additional provision against the said demand may be required. Pending disposal of the matter by the Honourable Supreme Court, the amount of excise/custom duty payable, if any, is currently unascertainable. Our audit report on the financial statements for the years ended March 31, 2009 and March 31, 2010 were qualified in respect of this matter.

vii. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and subject to the effect of the matter referred to in paragraph vi above give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011;

b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of our report of even date Re: Sterlite Technologies Limited ('the Company')

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets were physically verified by the management in the previous year in accordance with a planned programme of verifying them once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) As informed, the Company has not granted or taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. As a result, provisions of paragraphs 4(iii) (b), (c), (d), (f) and (g) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system of the Company.

(v) As informed, the Company has not entered into any contracts or arrangements to which the provisions of Section 301 of the Companies Act, 1956 apply. As a result, provisions of paragraphs 4(v) (a) and (b) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 in respect of "Power Cables and Conductors", and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

Further, since the Central Government has till date not prescribed the amount of cess payable under Section 441 A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Amount (including Name of the statute Nature interest and of dues penalty) (Rs. in crores)

Central Sales Tax Act, 1956 Sales Tax 0.59

Central Excise Act, 1944 Excise Duty 1.23

0.59

1.98

0.16

20.61

42.16

188.67

11.96

0.08

0.60

Customs Act, 1962 Custom Duty 68.43

4.92 Service Tax Act, 1994 Service Tax 2.45

0.03

Name of the Statue Period to Forum which the where amount dispute is relates pending

Central Sales Tax Act, 1956 1997-2001 Sales Tax

Appellate Tribunal

Central Excise Act, 1944 1994-1997 Commissioner (Appeal)

1994-2003 CESTAT

1994-2003 Commissioner (Appeals)

1995-1996 Assistant Commissioner

2000-2001 CESTAT

2001-2003 CESTAT

2001-2002 Supreme Court

2004-2005 CESTAT

2009-2010 CESTAT

2001-2008 Commissioner (Appeals)

Customs Act, 1962 1992-2005 CESTAT

2001-2003 Commissioner

Service Tax Act, 1994 2000-2008 Commissioner

2009-2010 Commissioner

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by Management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank. As stated in Note 8, Schedule 21 the Company continues to dispute amounts aggregating to Rs. 18.87 crores debited by one of the banks in the earlier year, towards import consignments under Letters of Credit not accepted by the Company, owing to discrepancies in documents. Since the matter is in dispute, we are unable to determine whether there is a default in repayment of dues to the said bank.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

(xvi) The Company did not have any term loans outstanding during the year.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long- term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money through public issue during the year.

For S. R. Batliboi & Co.

Firm Registration No. 301003E Chartered Accountants

per Arvind Sethi

Partner Membership No.: 89802

Place : Mumbai Date : April 29, 2011

Mar 31, 2010

1. We have audited the attached Balance Sheet of Sterlite Technologies Limited (`the Company) as at March 31, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

v. On the basis of the written representations received from the directors, as on March 31, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vi. As stated in Note no.8 of Schedule 21, the Company had in an earlier year received an order of CESTAT upholding a demand of Rs. 188 crores (including penalties and excluding interest) (Rs. 188 crores as at March 31, 2009) in a pending excise/custom matter. The Companys appeal against this order with the Honourable Supreme Court has been admitted. Based on the current status and legal advice received, provision for liability as recorded in the accompanying financial statements is considered adequate by Management. In the event the decision of the Honourable Supreme Court goes against the Company on any of the grounds of appeal, additional provision against the said demand may be required. Pending disposal of the matter by the Honourable Supreme Court, the amount of excise/custom duty payable, if any, is currently unascertainable. Our audit report on the financial statements for the year ended March 31, 2009 was qualified in respect of this matter.

vii. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and subject to the effect of the matter referred to in paragraph vi above give a true and fair view in conformity with the accounting principles generally accepted in India; a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2010;

b) in the case of the profit and loss account, of the profit for the year ended on that date; and

c) in the case of the cash flow statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of our report of even date Re: Sterlite Technologies Limited (`the Company)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) All fixed assets were physically verified by the management in the previous year in accordance with a planned programme of verifying them once in three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) As informed, the Company has not granted or taken any loans, secured or unsecured to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. As a result, provisions of paragraphs 4(iii) (b), (c), (d), (f) and (g) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) As informed, the Company has not entered into any contracts or arrangements to which the provisions of Section 301 of the Companies Act, 1956 apply. As a result, provisions of paragraphs 4(v) (a) and (b) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 in respect of "Power Cables and Conductors", and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, incometax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Amount (including Period to which Forum where Name of the statute Nature of dues penalties and excluding the amount dispute is pending Interest) (Rs. in Crores) relates

Central Sales Tax Act, 1956 Sales Tax 0.59 1997-2001 Sales Tax Appellate Tribunal

Central Excise Act, 1944 Excise Duty 1.23 1994-1997 Commissioner (Appeal) 0.59 1994-2003 CESTAT

1.98 1994-2003 Commissioner (Appeals)

0.16 1995-1996 Assistant Commissioner

20.61 2000-2001 CESTAT

42.16 2001-2003 CESTAT

188.67 2001-2002 Supreme Court

11.96 2004-2005 CESTAT

Customs Act, 1962 Custom Duty 68.43 1992-2005 CESTAT

4.92 2001-2003 Commissioner

Service Tax Act, 1994 Service Tax 2.45 2000-2008 Commissioner

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by Management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution or bank. As stated in Note 26, Schedule 21 the Company continues to dispute amounts aggregating to Rs. 18.87 Crores debited by one of the banks in the earlier year, towards import consignments under Letters of Credit not accepted by the Company, owing to discrepancies in documents. Since the matter is in dispute, we are unable to determine whether there is a default in repayment of dues to the said bank.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks.

(xvi) The Company did not have any term loans outstanding during the year.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money through public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S. R. Batliboi & Co.

Firm Registration No. 301003E

Chartered Accountants

per Tridibes Basu

Place : Mumbai Partner

Date : April 22, 2010 Membership No.: 17401

Mar 31, 2009

1. We have audited the attached Balance Sheet of Sterlite Technologies Limited (`the Company') as at March 31, 2009 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

4. Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

v. On the basis of the written representations received from the directors, as on March 31, 2009, and taken

on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vi. As stated in Note no. 8 of Schedule 21, the Company had in an earlier year received an order of CESTAT upholding the demand of Rs. 188 Crores (including penalties) (Rs. 188 Crores as at March 31, 2008) in the pending excise/custom matters. The Company's appeal against this order with the Hon'ble Supreme Court has been admitted. Based on the current status and legal advice received, provision for liability as recorded in the accompanying financial statements is considered adequate by the management. In the event the decision of the Hon'ble Supreme Court goes against the Company on any of the grounds of appeal, additional provision against the said demand may be required. Pending disposal of the matter by the Hon'ble Supreme Court, the amount of additional excise/ customs duty, if any, is currently unascertainable. Our audit report on the financial statements for the year ended March 31, 2008 was qualified in respect of the matter stated above.

vii. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and subject to the matter referred to in paragraph vi above give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2009;

b) in the case of the profit and loss account, of the profit for the year ended on that date; and

c) in the case of cash flow statement, of the cash flows for the year ended on that date.

Annexure referred to in paragraph 3 of our report of even date Re: Sterlite Technologies Ltd. (the Companys)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) Fixed assets have been physically verified by the management during the year and no material discrepancies were identified on such verification.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. As a result, provisions of paragraphs 4(iii) (b), (c) and (d) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

(b) As informed, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. As a result, provisions of paragraphs 4(iii) (f) and (g) of the Companies (Auditors' Report) Order, 2003 (as amended) are not applicable to the Company.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, or employees' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty, cess have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

For S. R. Batliboi & Co. Chartered Accountants

per Tridibes Basu Place: Mumbai Partner Date: April 24, 2009 Membership No.: 17401

Mar 31, 2008

1. We have audited the attached Balance Sheet of Sterlite Technologies Ltd. (the Company) as at March 31, 2008 and also the Profit and Loss account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

4. Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The Balance sheet, Profit and Loss account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance sheet, Profit and Loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 ofthe Companies Act, 1956;

v. On the basis of the written representations received from the directors, as on March 31, 2008, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2008 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi. As stated in Note no.8 of Schedule 21, provision for liability against excise/customs is considered adequate by the management based on the current status and the legal advice received by them. In the event the decision of the Honble Supreme Court goes against the Company on any of the grounds of appeal, additional provision against the said demand may be required. Pending disposal of the matter by the Hon ble Supreme Court, the amount of additional excise/customs duty, if any, is currently unascertainable.

vii. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and subject to the effects of our observations given in para vi above give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2008;

b) in the case of the Profit and Loss Account, of the Profit for the year ended on that date; and

c) in the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

Annexure referred to in paragraph 3 of our report of even date Re: Sterlite Technologies Ltd. (the Company)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a program for phased physical verification of all its fixed assets over a period of three years, which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Accordingly, certain fixed assets have been physical verified by the management during the year and no material discrepancies were noticed on such verification.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. As a result, provisions of paragraphs 4(iii) (b), (c) and (d) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company. (b) As informed, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. As a result, provisions of paragraphs 4(iii) (f) and (g) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, forthe purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) As informed, the Company has not entered into any contracts or arrangements to which the provisions of section 301 of the Companies Act, 1956 apply. As a result, provisions of paragraphs 4(v) (a) and (b) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(l)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, or employees state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess have generally been regularly deposited with the appropriate authorities.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Amount Name of the Statute Nature of dues

Central Sales Tax - Act Sales Tax 0.59 Sales Tax 0.69 Service Tax Service Tax 0.35 Service Tax 0.45 Customs Act, 1962 Custom Duty 69.60 Custom Duty 4.92 Central Excise Act, 1944 Excise Duty 31.75 Excise Duty 34.07 Excise Duty 188.67

Period to which Forum where the amount relates dispute pending

1997-01 Sales Tax Appellate Tribunal 2003-04 Commissioner 2001-03 Commissioner 1999-03 CESTAT 1999-03 CESTAT 2001-03 Commissioner 1994-07 Commissioner 1994-03 CESTAT 2001-02 Supreme Court

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a banks or financial institution. The Company continues to dispute amounts aggregating to Rs. 18.87 Crores debited by one of the bankers in the earlier year, towards import consignments under Letter of Credit not accepted by the Company, owing to discrepancies in documents; at this stage we are unable to determine whether there is a default in repayment of dues to the Lender.

(xiv) In respect of dealing/trading in shares, securities. debentures and other investments, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the Company, in its own name.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company does not have any outstanding debentures during the year.

(xx) The Company has not raised any money through public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For S.R. Batliboi & Co. Chartered Accountants

Vijay N Bhatt Place : Mumbai Partner Date : April 29, 2008 Membership No.: F-36647

Mar 31, 2007

1. We have audited the attached Balance Sheet of STERLITE OPTICAL TECHNOLOGIES LIMITED, as at 31st March 2007 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph (3) above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

v. On the basis of written representations received from the Directors as on 31st March, 2007 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2007 from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

vi. Attention is invited to Note 8 in Schedule 19 regarding demand of Rs. 1,982 Million from the Commissioner of Central Excise for payment of Excise Duty and penalty out of which a sum of Rs. 1,886 Million and interest thereon has been confirmed by CESTAT during the year 2005-06. Pending the outcome of the appeal in the appropriate courts no provision has been made barring Rs. 45 Million towards provision for contingencies. We are unable to express an opinion on the outcome of the matter at this stage. This is the result of a decision taken by management at the start of the preceding financial year and caused us to qualify our audit opinion on the financial statements relating to that year.

vii. In view of the uncertainty concerning the material issue referred in paragraph (vi) and to the best of our information and according to the explanations given to us, though the said accounts read with the other notes thereon give the information required by the Companies Act, 1956, in the manner so required we are unable to express an opinion whether they give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2007;

b. in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

c. in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

For Deloitte Haskins & Sells Chartered Accountants

Hemant M. Joshi Place: Mumbai Partner Dated: April 30, 2007 Membership Number: 38019

Annexure to the Auditor's Report

(Referred to in Para 3 of our report of even date on the accounts of Sterlite Optical Technologies Limited for the year ended 31st March 2007)

1. In our opinion and according to the information and explanations given to us, the nature of the Company's business/activities during the year is such that the requirements of clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

2. In respect of its Fixed Assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets.

b. All the Fixed Assets have been physically verified by the management during the year, but there is a regular programme of verification which in our opinion, is reasonable having regard to the size of the company and nature of its Assets. No material discrepancies were noticed on such verification.

c. A substantial part of Fixed Assets have not been disposed off during the year and accordingly the question of going concern status being affected does not arise.

3. In respect of inventories:

a. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

4. In our opinion and according to the information and explanations given to us, the Company has not granted or taken any loan, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly the provisions of Sub Clauses (b), (c ), (d), (f) and (g) of Clause 4 (iii) of Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

5. In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

6. According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements that need to be entered into the register referred to in Section 301 of the Companies Act, 1956. Accordingly the provisions of Sub Clauses (a) and (b) of Clause 4 (v) of Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

7. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956, and the rules framed there under, other than short term unsecured debentures issued to mutual funds which the company has been advised are not. deposits within the meaning of section 58A, 58AA of the said Act.

8. In our opinion, the internal audit function carried out during the year by an external agency appointed by the management has been commensurate with the size of the Company and nature of its business.

9. We have broadly reviewed the books of account relating to materials, labour and other items of cost to be maintained by the Company relating to the manufacture of telecommunication cables and power transmission line, pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and we are of the opinion that prima facie, the prescribed records have been maintained except that the prescribed cost statements are in the process of being compiled.

10 a. The Company has been generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund. Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it except for dues in respect of Employees' State Insurance Scheme, Service Tax and TDS where some delays were observed. The Company was not required to deposit any amounts with Investor Education and Protection Fund.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Cess were in arrears, as at 31st March 2007 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, disputed Sales Tax, Income Tax, Service Tax, Excise Duty and Customs Duty not deposited with the appropriate authorities are as under:

Name of the Nature of Amount Period to Forum where Statute the Dues (Rs. In which the disputes is Million) amount pending relates Central Excise Excise Duty 291.06 1994-02 Commissioner Act, 1944 Excise Duty 28.91 1994-06 CESTAT Excise Duty 1,856.00 2001-02 Mumbai High Court Customs Act, Customs Duty 669.04 2001-05 Commissioner 1962 Customs Duty 13.09 2002-04 CESTAT Service Tax Service Tax 3.55 2001-03 Commissioner Service Tax 4.46 1999-03 CESTAT

11. The Company does not have any accumulated losses as at the end of the year. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

12. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions. The Company continues to dispute amounts aggregating to Rs. 188.70 Million debited by one of the bankers in the earlier year, towards import consignments under Letter of Credit not accepted by the Company, owing to discrepancies in documents; at this stage we are unable to determine whether there is a default in repayment of dues to the lender.

13. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly the provisions of Clause (xii) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, there are no guarantees given by the Company for loans taken by others from banks. Accordingly the provisions of Clause (xv) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

15. In our opinion and according to the information and explanations given to us, term loans have been applied for the purpose for which they were raised other than amounts temporarily invested pending utilization of the funds for the intended use.

17. According to the information and explanation given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly the provisions of Clause (xviii) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

18. The Company has not issued any debentures during the year nor were any debentures outstanding at the beginning of the year. Accordingly the provisions of Clause (xix) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

19. According to the information and explanation given to us, the Company has not raised monies by public issues. Accordingly the provisions of Clause (xx) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

20. According to the information and explanations given to us, during the year no fraud on or by the Company has been noticed or reported during the course of our audit.

For Deloitte Haskins & Sells Chartered Accountants Hemant M. Joshi Place : Mumbai Partner Dated : April 30, 2007 Membership Number: 38019

Mar 31, 2006

ANNUAL REPORT 2005-2006

AUDITORS' REPORT

TO THE MEMBERS OF STERLITE OPTICAL TECHNOLOGIES LIMITED

1. We have audited the attached Balance Sheet of STERLITE OPTICAL TECHNOLOGIES LIMITED, as at 31st March 2006 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

4. On the basis of written representations received from the Directors as on 31st March 2006 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2006 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

5. Further to our comments in the Annexure referred to in paragraph (3) above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

v. Attention is invited to Note 7 in Schedule 18 regarding demand of Rs.1,982 million from the Commissioner of Central Excise for payment of Excise Duty and penalty out of which a sum of Rs. 1,886 million and interest thereon has been confirmed by CESTAT during the year. Pending the outcome of the appeal in the appropriate courts no provision has been made barring Rs. 45 million towards provision for contingencies. We are unable to express an opinion on the outcome of the matter at this stage. This is the result of a decision taken by management at the start of the preceding financial year and caused us to qualify our audit opinion on the financial statements relating to that year.

vi. In view of the uncertainty concerning the material issue referred in above paragraph (v) and to the best of our information and according to the explanations given to us, though the said accounts read with the other notes thereon give the information required by the Companies Act, 1956, in the manner so required we are unable to express an opinion whether they give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2006;

b. in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

c. in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

For Deloitte Haskins & Sells Chartered Accountants

Hemant M. Joshi Partner Membership Number: 38019

Place: Mumbai, Dated: April 28, 2006.

Annexure to the Auditor's Report

(Referred to in Para 3 of our report of even date on the accounts of Sterlite Optical Technologies Limited for the year ended 31st March 2006)

1. In our opinion and according to the information and explanations given to us, the nature of the Company's business/ activities during the year is such that the requirements of clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

2. In respect of its fixed assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. Majority of the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

c. A substantial part of fixed assets have not been disposed off during the year and accordingly the question of going concern status being affected does not arise.

3. In respect of inventories:

a. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

4. In our opinion and according to the information and explanations given to us, the Company has not granted or taken any loan, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly the provisions of Sub Clauses (b), (c), (d), (f) and (g) of Clause 4 (iii) of Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

5. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

7. In our opinion and according to the information and explanations given to us the Company has not accepted any deposits with in the meaning of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956, and the rules framed there under. Accordingly the provisions of Clause 4(vi) of Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

9. We have broadly reviewed the books of account relating to materials, labour and other items of cost to be maintained by the Company relating to the manufacture of telecommunication cables, pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed records have been maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

10. a. The Company has been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it. The Company was not required to deposit any amounts with the Employees' State Insurance Scheme and Investor Education and Protection Fund.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Cess were in arrears, as at 31st March 2006 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, disputed Sales Tax, Income Tax, Service Tax, Excise Duty and Customs Duty not deposited with the appropriate authorities are as under:

Name of the Nature of the Amount Period to Forum where disputes Statute Dues (Rs. in which the is pending Million) amount relates

Central Excise Excise Duty 298.27 1992-02 Commissioner Act, 1944

Excise Duty 66.12 1994-95 CESTAT 1999-05

Excise Duty 1,886.00 2001-02 Mumbai High Court

Customs Act, Customs Duty 47.10 2002-04 Special 1962. Investigation Intelligence Bureau, Mumbai

Customs Duty 15.23 2003-04 Commissioner

12. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions. The Company continues to dispute amounts aggregating to Rs.188.70 million debited by one of the bankers in the earlier year, towards import consignments under Letter of Credit not accepted by the Company, owing to discrepancies in documents; at this stage we are unable to determine whether there is a default in repayment of dues to the lender.

14. In our opinion and according to the information and explanations given to us, there are no guarantees given by the Company for loans taken by others from banks, Accordingly the provisions of Clause (xv) of paragraph 4 of the Companies (Auditors' Report) Order, 2003 are not applicable to the Company.

15. In our opinion and according to the information and explanations given to us, term loans have been applied for the purpose for which they were raised.

17. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956. Accordingly the provisions of Clause (xviii) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

19.The Company has not raised monies by public issues. Accordingly the provisions of Clause (xx) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

20. According to the information and explanations given to us, during the year no fraud on or by the Company has been noticed or reported during the course of our audit.

For Deloitte Haskins & Sells Chartered Accountants

Hemant M Joshi Partner Membership Number: 38019

Place: Mumbai Dated: April 28, 2006

Mar 31, 2005

COMPANY PHILOSOPHY ON CODE OF GOVERNANCE

Sound corporate governance practices and ethical business conduct are at core of the Sterlite Group's value system. The Company's philosophy of corporate governance steams from its belief that timely disclosures, transparency, accountability, dissemination of information to all its constituents and a strong independent Board of Directors, go long way in maximizing corporate value.

Your Company believes that all actions and strategic plans should deliver value to all stakeholders, as well as conform to the highest standards of corporate behavior. The five core Sterlite Optical Technologies' values underpinning the way we do business are:

* Excellence : Strive relentlessly and constantly improve ourselves in our offerings

* Creativity : Allow minds to reach beyond conventional and predictable solutions

* Integrity : Conduct our business fairly, with honesty and transparency

* Responsibility : For our words and actions

* Respect : For our employees, business partners and stakeholders

The Company has adopted the "Code of Business Conduct & Ethics" for its employees at all levels including Senior Management and Directors. The Code, which is effective from April 1, 2005 was circulated to all the employees and Directors of the Company and has also been posted on Company's website. The Code serves as a guide to the Company employees to make good, informed decisions and to act on them. As required under Clause 49 of the Listing Agreement, the affirmation as regards compliance with the Code from Directors and senior management personnel will be obtained annually.

I. BOARD OF DIRECTORS

Composition of Board of Directors and Board Meetings

The Board of Directors consists of a Whole-time Director and four Non-Executive Directors. Two Non Executive Directors are also Independent Directors. During the year, there was no change in composition of the Board of Directors of the Company.

During FY 2004-05, four Board meetings were held on June 28,2004, July 22, 2004, October 16,2004 and January 12, 2005. The previous Annual General Meeting of the Company was held on September 28, 2004. The composition of the Board of Directors, Board Meeting/AGM attendance and shareholding details in the Company are as follows:

Name Designation Board Whether Directorships Meetings attended in other attended AGM Companies

Navin Agarwal Non-Executive 03 Yes 15 Director

Arun Todarwal Non-Executive 04 Yes - Director*

Haigreve Khaitan Non-Executive 03 - 18 Director*

Pravin Agarwal Non-Executive 04 - 02 Director

Dr. Anand Agarwal Executive 04 Yes 03 Director & CEO

Name Designation Committee No. of shares Memberships & held in the (Chairmanships) Company In other Companies

Navin Agarwal Non-Executive 01 (Nil) Nil Director

Arun Todarwal Non-Executive - Nil Director*

Haigreve Khaitan Non-Executive 10 (Nil) Nil Director*

Pravin Agarwal Non-Executive - Nil** Director

Dr. Anand Agarwal Executive - 2,000 Director & CEO

* Independent Directors as defined in Clause 49 of Listing Agreement

** Mr. Ankit Agarwal and Mr. Pratik Agarwal, sons of Mr. Pravin Agarwal hold 36,734 and 36,228 shares respectively in the Company.

II. COMMITTEES OF THE BOARD

AUDIT COMMITTEE

The Company has the Audit Committee constituted in accordance with the requirements of Section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement entered with the Stock Exchanges. The Committee reviews the reports placed before it by the internal auditors of the Company on internal audit and controls. The terms of reference of the Audit Committee include:

a. Review of the Company's financial reporting process and the disclosure of its financial information

b. Recommending the appointment and removal of external auditor.

c. Reviewing with management, the annual financial statements.

d. Reviewing with management, external and internal auditors, adequacy of internal control systems, frequency of internal audit, significant findings by internal auditors and follow up there on.

e. Discussion with external auditors, nature and scope of audit as well as have post-audit discussions.

f. Reviewing the Company's financial and risk management policies,

g. Reviewing Whistle Blower Mechanism.

h. Reviewing Management Discussion and Analysis Report, Statement of significant related party transactions submitted by management; Management letters/letters of internal control weaknesses issued by the statutory auditors, if any; Internal audit reports relating to internal control weaknesses.

i. Reviewing of financial statements and investments made by subsidiary companies.

The Audit Committee met four times during FY 2004-05 on June 28,2004, July 22, 2004, October 16,2004 and January 12, 2005. All the members are financially literate and all have expertise in financial management. The Composition of the Audit Committee and attendance at committee meetings is as follows:

Name Category Number of Meetings attended

Arun Todarwal, Chairman Non-Executive & Independent 04 Haigreve Khaitan Non-Executive & Independent 03 Navin Agarwal Non-Executive 03

REMUNERATION COMMITTEE

The Remuneration Committee of the Board comprises of Mr. Arun Todarwal (Chairman), Mr. Haigreve Khaitan and Mr. Navin Agarwal. The Committee reviews the remuneration package of Dr. Anand Agarwal (Whole Time Director), as required under Schedule XIII of the Companies Act, 1956. The Remuneration Committee at its meeting held on June 28,2004 had approved remuneration of Dr. Anand Agarwal. The meeting was attended by Mr. Navin Agarwal and Mr. Arun Todarwal.

DETAILS OF REMUNERATION PAID TO THE DIRECTORS

Dr. Anand Agarwal is designated as Chief Executive Officer and is the only Executive Director on the Board of the Company. The shareholders in the previous AGM approved the revised remuneration of Dr. Agarwal (Whole Time Director), with effect from April 1, 2004 for the remainder term. The term of appointment of Dr. Agarwal is for a period of 3 years expiring on July 30,2006. As per the terms of appointment, the agreement can be terminated by giving 90 days'notice or equivalent pay by either of the sides.

Presently, no remuneration is paid to any non-executive director except the sitting fees that are paid to the independent directors. The break up of remuneration paid to the Directors during FY 2004-05 is as under:

Name Salary (Rs.) Contribution to Perquisites (Rs.) Provident Fund (Rs.)

Navin Agarwal - - - Arun Todarwal - - - Haigreve Khaitan - - - Pravin Agarwal - - - Dr. Anand Agarwal 1,320,000 158,400 2,458,240

Name Incentive (Rs.) Sitting Fee (Rs.) Total (Rs.)

Navin Agarwal - - - Arun Todarwal - 40,000 40,000 Haigreve Khaitan - 22,500 22,500 Pravin Agarwal - - - Dr. Anand Agarwal 1,000,000 - 4,936,640

SHAREHOLDERS'/INVESTORS' GRIEVANCE COMMITTEE

The Company's Shareholders'/Investors' Grievance Committee comprises of Mr. Navin Agarwal, Chairman and Mr. Arun Todarwal as the member. The Company Secretary is the Compliance Officer. The Committee met three times during FY 2004-05 on June 28,2004, October 16,2004 and January 11, 2005. During the year, the Company received 400 complaints for various matters like non-receipt of share certificates, issue of duplicate certificates, rejection of demat request, etc. All the complaints were resolved by the Company to the satisfaction of investors.

The composition of Shareholders'/Investors'Grievance Committee and attendance at committee is as under:

Name Category Number of Meetings attended

Mr. Navin Agarwal, Chairman Non-Executive 03 Mr. Arun Todarwal Non-Executive & Independent 03

III. PROFILE OF DIRECTOR(S) RETIRING BY ROTATION/ELIGIBLE FOR RE-APPOINTMENT

Mr. Navin Agarwal is liable to retire by rotation in the ensuing Annual General Meeting of the Company. Mr. Navin Agarwal has overseen the Sterlite Group's operations for many years. He has over 19 years of experience of general management and commercial matters, having been involved in Sterlite since its inception. The details of directorships of Mr. Navin Agarwal in the companies other than Sterlite Optical Technologies Ltd. and its two subsidiary companies are as under:

1. Bharat Aluminium Company Ltd. 2. Hindustan Zinc Ltd. 3. Sterlite Industries (India) Ltd. 4. Sterlite Copper Ltd. 5. Sterlite Iron & Steel Co. Ltd. 6. Sterlite Shippings Ventures Pvt. Ltd. 7. Konkola Copper Mines, Plc. 8. Vedanta Resources Plc. UK. 9. Sterlite MetalRolling Mills Pvt. Ltd. 10. The Madras Aluminium Co. Ltd. 11. Sterlite Paper Ltd. 12. Vedanta Aluminia Ltd. 13. Agarwal Galvanising Pvt. Ltd.

Mr. Navin Agarwal is a member of Audit Committee of The Madras Aluminium Co. Ltd.

IV. DISCLOSURES

i) Disclosures on materially significant related party transactions

There were no transactions of material nature with the promoters, the directors or the management or their subsidiaries or relatives during the period, which would have potential conflict with the interest of the Company at large.

ii) Details of Non Compliance by the Company, Penalties and Strictures imposed on the Company by Stock Exchange, SEBI or any Statutory Authorities or any matter related to capital market

During the process of Open Offer for acquisition of 20% shares of Hindustan Zinc Limited from the public shareholders, there was a delay in receipt of approval from the RBI and consequently, delay in payment to nine non-resident shareholders.

SEBI had passed an order dated June 12,2003 under SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 1997 ("Takeover Code") on Sterlite Opportunities and Ventures Limited (SOVL) (as acquirer), Sterlite Industries India Ltd. (SIIL) and the Company (as persons acting in concert) directing payment of interest @ 10% per annum, for alleged delay in payment of consideration amount to NRIs/FIIs/OCBs shareholders, due to delay in receipt of the approval of the Reserve Bank of India, under FEMA in connection with applications accepted in the open offer for HZL.

SOVL, SIIL and the Company had preferred an appeal against the SEBI order before Securities Appellate Tribunal (SAT). SAT has passed a final order on February 11, 2005 setting aside the aforesaid impugned order of SEBI.

iii) The Company has adopted a `Whistleblower Policy', which has been communicated to all the employees along with Code of Business Conduct & Ethics. The Whistleblower policy is the mechanism to help the employees to raise their concerns about any malpractice, impropriety, abuse or wrongdoing at an early stage and in the right way, without fear of victimization, subsequent discrimination or disadvantage. The policy encourages the employees to raise concerns within the Company than overlooking a problem. The Whistleblower Policy also contains mechanism of redressal available for an employee, if he/she feels that he/she has been retaliated against due to disclosure of concern.

No person has been denied access to the Audit Committee.

iv) The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreements executed with the Stock Exchanges. Comments on adoption of non-mandatory requirements are given at the end of this report.

V. GENERAL SHAREHOLDER INFORMATION

Details of last three Annual General Meetings

Date Location

September 28,2002 B-10/4, Waluj MIDC Industrial Area, Aurangabad 431 136 Maharashtra, India

September 19, 2003 B-10/4, Waluj MIDC Industrial Area, Aurangabad 431 136 Maharashtra, India

September 28, 2004 B-10/4, Waluj MIDC Industrial Area, Aurangabad 431 136 Maharashtra, India

Date Time Special Resolutions Passed

September 28,2002 2:30 pm Nil September 19, 2003 12.30 pm Payment of remuneration to Mr. Navin September 28, 2004 12.30 pm Approval Remuneration of Dr. Anand Agarwal as Whole time Director

No resolution was passed by postal ballot in the last year. No resolution is proposed to be passed by postal ballot at the ensuing AGM.

Means of Communication

* Quarterly Financial Results are published in English in the All-India Edition of The Business Standard or The Economic Times and are also published in the Aurangabad Edition of Sakal or Lokmat Times

* Results are also posted on the Company's Website: www.sterliteoptical.com

* The Company also displays official news releases and the presentations made to institutional investors or to analysts on the website.

* Management Discussion & Analysis is a part of Annual Report.

Annual General Meeting

Day, Date and Time Tuesday, 9 August 2005 at 11.00 a.m.

Venue : B-10/4, MIDC Waluj Aurangabad 431 136 Maharashtra

Agenda :

* Adoption of Audited Accounts and other reports thereon for FY 2004-05

* Reappointment of Mr. Navin Agarwal as Director liable to retire by rotation

* Appointment of Statutory Auditors

Financial Calendar for FY 2005-06

First Quarter Results : Week-3/Week-4 of July, 2005 Half Yearly Results : Week-3/Week-4 of October, 2005 Third Quarter Results : Week-3/Week-4 of January, 2006 Fourth Quarter/Annual Results : Week-3/Week-4 of April, 2006

Book Closure Dates :

Tuesday, 2 August 2005 to Tuesday, 9 August 2005 (both days inclusive)

Listing of shares on Stock Exchanges

The equity shares of the Company are listed on the Stock Exchange of Mumbai (BSE), The National Stock Exchange of India (NSE) and The Calcutta Stock Exchange Association Ltd. Delisting from Ahmedabad and Delhi Stock Exchanges has been done. The shares are yet to be delisted from Calcutta Stock exchange. The Stock Codes of the Exchanges are as under:

Exchange Code

BSE 532374 NSE STROPTICAL Calcutta -

Stock Price Data

Stock Price data for the period April 1,2004 to March 31, 2005 is detailed below

Month Monthly Monthly Month Monthly Monthly & Year High Low High Low & Year High Low High Low NSE NSE BSE BSE NSE NSE BSE BSE (Rs.) (Rs.) (Rs.) (Rs.) (Rs) (Rs) (Rs) (Rs)

Apr-04 59.8 47.8 57.3 48.1 Oct-04 68.9 57.2 68.9 57.4 May-04 52.6 35.0 52.8 31.0 Nov-04 80.8 66.0 81.0 65.9 Jun-04 44.6 38.7 44.7 38.6 Dec-04 81.3 71.0 81.3 71.0 Jul-04 52.8 40.3 52.8 40.6 Jan-05 93.9 72.0 93.8 72.3 Aug-04 56.4 48.0 56.5 48.1 Feb-05 83.6 73.2 83.8 72.9 Sep-04 63.9 51.1 63.5 51.3 Mar-05 82.2 61.1 82.3 60.5

Sources : Data Compiled from BSE and NSE official websites

Distribution of Share holding as at March 31, 2005

No. of Equity Number of % No. of Shares % Shares Shareholders

1-1000 125,803 97.3 16,811,743 30.0 1001-2000 1,973 1.4 2,886,826 5.2 2001-4000 760 0.6 2,157,904 3.9 4001-6000 267 0.2 1,341,210 2.4 6001-8000 87 0.1 610,411 1.1 8001-10000 76 0.1 713,574 1.3 10001-20000 96 0.1 1,358,654 2.4 Above 20000 88 0.1 30,114,245 53.7 Total 129,150 100.0 55,994,567 100.0

Equity holding pattern as at March 31, 2005

CATEGORY HOLDING %

Promoters 20,583,120 36.8 Directors and their relatives 90,062 0.2 Life Insurance Corporation of India 4,258,885 7.6 General Insurance Corporation of India and its subsidiaries 574,812 1.0 Unit Trust of India 205 0.0 Other Mutual Funds 13,589 0.0 Financial Institutions - 0.0 Foreign Institutional Investors 23,661 0.0 NRI's/OBCs/Non Domestic Companies/Foreign Nationals 725,459 1.3 Corporate Bodies (Public) 4,403,991 7.9 Banks 432,791 0.8 Individuals (Public) 24,887,992 44.4 TOTAL 55,994,567 100

Dematerialization of shares and liquidity

The Company's equity shares are compulsorily traded in the electronic form. As at March 31,2005,3,28,18,970 shares representing 58.61% of total equity capital were held in electronic form. The Shareholders can hold the shares in demat form either through NSDL or CDSL. The ISIN number allotted to the Company is INE268A01023.

Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date & likely impact on equity - Nil

Registrar & Transfer Agents

The Share transfer work is carried by the registrars and share transfer agents of the Company : M/s Sharepro Services The correspondence should be sent at:

M/s. Sharepro Services (Unit Sterlite Optical Technologies Limited) Satam Estate, 3rd Floor, Above Bank of Baroda Chakala, Andheri (East), Mumbai - 400 099, India - Phone : +91-22-28215168, 28329828/28322114 Fax : +91-22-28375646 E-mail: [email protected]

Share Transfer System

Two Directors of the Company and four Executives have been given powers to deal with all the matters related to transfers, transmission, issuance of duplicate share/debenture certificates, split and/or consolidation requests. In addition, the Company Secretary and authorised officials of the Registrar and Transfer Agents of the Company have been given powers to endorse registration of transfers on share certificates. The Company's shares being in compulsory demat list are also transferred through the depository system. The Company has entered into agreements with both the depositories NSDL & CDSL.

M/s Sharepro Services, Mumbai are Registrars and Transfer Agents for both physical and electronic mode of transfer of shares. Transfer for shares held in the physical mode are approved on a 15 days cycle. Physical Shares sent for transfer are duly transferred within 10-12 days of receipt of documents, if found in order. Shares under objection are returned within 7 days.

Address for Correspondence

Shareholders' correspondence should be addressed to the Company's Registrar and Transfer Agents at the above-mentioned address. Members may also write to the Company Secretary at the Office of the Company as detailed below:

Sandeep Deshmukh Company Secretary Sterlite Optical Technologies Limited 4th Floor Godrej Millennium, 9 Koregaon Road Pune - 411 001, Maharashtra, Indra Phone : +91-20-30514000 Fax : +91-20-26138083 Email : sandeep [email protected]

Plant Locations

Optical Fiber :

* E-2 & E-3, Waluj MIDC Industrial.Area, Aurangabad 431 136, Maharashtra, India

Fiber Optic Cables :

* E-1, Waluj MIDC Industrial Area, Aurangabad 431 136, Maharashtra, India

* Survey No. 68/1, Madhuban Dam Road, Rakholi, Silvassa 396 230, Union Territory of Dadra & Nagar Haveli, India

Copper Telecom Cables

* Survey No. 209, Piparia Industrial Estate, Phase II, Silvassa 396 230, Union Territory of Dadra & Nagar Haveli, India

* B-10/4, Waluj MIDC Industrial Area, Aurangabad 431 136, Maharashtra, India

Non-mandatory requirements of Corporate Governance

Presently the Board elects the Chairman at each Board meeting. The Board has constituted a Remuneration Committee of Directors for approval of remuneration of the Whole-time Director as required under Schedule XIII of the Companies Act 1956. Further, the Company has adopted Whistle-blower mechanism, which has been discussed in this report. The Company's policies as regards adoption of other non-mandatory requirements shall be disclosed in this report from time to time.

Certificate Under Clause 49 of Listing Agreement

To The Members of Sterlite Optical Technologies Limited

We have examined the compliance of conditions of Corporate Governance by Sterlite Optical Technologies Limited, for the financial year ended March 31, 2005, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied in material respect with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreement.

As required by the Guidance Note issued by The Institute of Chartered Accountants of India, we state that there were no investor grievances pending against the company for a period exceeding one month as at March 31, 2005, as per the records maintained by the Registrar and Share Transfer Agent of the Company.

We further state that such compliance is neither an assurance as to future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Deloitte Haskins & Sells Chartered Accountants Hemant M Joshi Place : Mumbai Partner Date: April 26, 2005 Membership No. 38019

Mar 31, 2004

1. We have audited the attached Balance Sheet of STERLITE OPTICAL TECHNOLOGIES LIMITED, as at 31st March 2004 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto- These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

4. Further to our comments in the Annexure referred to in paragraph (3) above, we report that :

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit:

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the .books of account;

v. On the basis of written representations received from the Directors as on 31st March, 2004 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2004 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vi. Attention is invited to Note 8 in Schedule 18 regarding demand of Rs. 1982.00 million from the Commissioner of Central Excise for payment of Excise Duty and penalty. We are unable to express an opinion on the outcome of the matter at this stage.

vii. Subject to the foregoing, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the other notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2003:

b. in the case of the Profit and Loss Account, of the loss for the year ended on that date; and

c. in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

For DELOITTE HASKINS & SELLS Chartered Accountants

HEMANT M. JOSHI Place: Mumbai Partner Dated: 28th June, 2004 Membership Number: 38019

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in Para 3 of our report of even date on the accounts of Sterlite Optical Technologies Limited for the year ended 31st March, 2004)

1. In our opinion and according to the information, and explanations given to us, the nature of the Company's business/activities during the year is such that the requirements of clauses (xiii) and (xiv) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

2. a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regards to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c. A substantial part of fixed assets have not been disposed off during the year and accordingly the question of going concern status being affected does not arise.

3. a. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

4. In our opinion and according to the information and explanations given to us, the Company has not granted or taken any loan, secured or unsecured, to or from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly the provisions of sub-clause (b), (c) and (d) of Clause 4 (iii) of Companies (Auditor's Report) Order. 2003 are not applicable to the Company.

5. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

6. According to the information and explanations given to us, we are of the opinion that there are no transactions that need to fee entered into the register maintained under Section 301 of the Companies Act, 1956. Accordingly the provisions of sub-clause (b) of Clause 4 (v) of Companies (Auditor's Report) Order; 2003 are not applicable to the Company

7. In our opinion and according to the information and explanations given to us the Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956, and the rules framed there under. Accordingly the provisions of Clause 4 (vi) of Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

8. In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.

9. We have broadly reviewed the books or account relating to materials, labour and other items of cost to be maintained by the Company relating to the manufacture of telecommunication cables, pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

10. a. The Company has been regular in depositing, with appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax. Customs Duty. Excise Duty, Cess and other material statutory dues applicable to it. The Company was not required to deposit any amounts with the Investor Education and Protection Fund.

b. According to the information and explanations given to us. no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty, Excise Duly and cess were in arrears, as at 31st March, 2004 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, disputed sales tax. income tax, service tax, excise duty and customs duly not deposited with the appropriate authorities are as under:

Name of the Statute Nature of the Amount Period to which Dues (Rs. in million) the amount relates

Sales Tax Act Sales Tax 18.95 1997-01 Income Tax Act, 1961 Income Tax 225.00 AY 2001-02. Central Excise Excise Duty 4.31 1992-98 Act, 1944

Excise Duty 64.16 1994-97 1996-01 2001-02 2002-03

Excise Duty 1992.15 1998-99 2000-01 2001-02 2002-03 Excise Duty 3.86 2001-02 Service Tax 4.46 1999-03

Customs Act, 1962 Customs Duty 12.70 2001-02

Name of the Statute Nature of the Forum where Dues disputes is pending

Sales Tax Act Sales Tax Appellate Authorities Income Tax Act, 1961 Income Tax Appellate Authorities Central Excise Excise Duty Assistant Act, 1944 Commissioner

Excise Duty Joint/Additional Commissioner & Commissioner

Excise Duty CESTAT Excise Duty Development Commissioner, SEEPZ.

Service Tax Assistant Commissioner

Customs Act, 1962 Customs Duty SIIB, Mumbai.

11. The Company does not have any accumulated losses as at the end of the year. The Company has not incurred cash losses during the financial year covered by our audit; the Company has incurred cash losses during the immediately preceding financial year.

12. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions or debenture holders. The Company has disputed amounts aggregating to Rs.188.70 million debited by one of the bankers, towards import consignments under Letter of Credit not accepted by the Company,,owing to discrepancies in documents; at this stage we are unable to determine whether there is a default in repayment of dues to the lender.

14. The Company had given a guarantee of Rs.926.00 million to a bank (Refer Note 24 of Schedule 18) in the previous financial year for a loan taken by India Foils Limited (IFL,) an associate company. Though there has been no default in repaying the loan, the losses of IFL have increased leading to the net worth turning negative. In view thereof we are unable to opine whether the terms and conditions on which the Company has given the guarantee are prejudicial to the interest of the Company, though the Company is of the view that IFL's position would improve on account of the ongoing business/financial restructuring initiatives and financial support being received from the promoters. In our opinion the terms and conditions on which Company has given other guarantees for loans taken by others from banks are not prejudicial to the interests of the Company.

15. In our opinion and according to the information and explanations given to us, term loans have been applied for the purpose for which they were raised.

16. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

18. According to the information and explanations given to us and the records examined by us, securities have been created in respect of the debentures issued.

19. The Company has not rated monies by public issues. Accordingly the provisions of Clause (xx) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

20. According to the information and explanations given to us. no fraud on or by the Company has been noticed or reported during the course of our audit.

For DELOITTE HASKINS & SELLS Chartered Accountants

HEMANT M. JOSHI Place : Mumbai Partner Dated : 28th June, 2004 Membership Number: 38019

Mar 31, 2003

We have audited the attached Balance Sheet of STERLITE OPTICAL TECHNOLOGIES LIMITED, as at 31 st March, 2003 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Manufacturing and Other Companies (Auditors' Report) Order, 1988 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we-enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

3. Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

v. On the basis of written representations received from the Directors as on 31st March, 2003, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2003 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2003;

b. in the case of the Profit and Loss Account, of the loss for the year ended on that date; and

c. in the case of cash flow statement, of the cash flows for the year ended on that date.

Annexure to the Auditors' Report

(Referred to in Para 2 of our report of even date on the accounts for the year ended 31st March, 2003)

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. All the assets have not been physically verified by the management during the year but there is a regular programme of verification which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on verification.

2. None of the Fixed Assets have been re-valued during the year.

3. The stocks of finished goods, stores and spare parts and raw materials have been physically verified by the management at reasonable intervals during the year.

4. In our opinion and according to the information and explanations given to us, the procedures for physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

5. The discrepancies noticed on physical verification of stocks as compared to book records were not material and have been properly dealt with in the books of accounts.

6. in our opinion and on the basis of our examination of stock records, the valuation of stocks is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

7. According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the register maintained under Section 301, or from companies under the same management as defined under Section 370(1B) of the Companies Act, 1956.

8. In our opinion, the rate of interest and other terms and conditions on which loans have been granted to companies, firms or other parties listed in the register maintained under Section 301 are not prima facie prejudicial to the interests of the Company. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to Companies under the same management as defined under Section 370(1B) of the Companies Act, 1956. The company has given share application money (included in Loans and Advances) free of interest to its wholly owned subsidiaries/another company, which is pending allotment/adjustment.

9. According to the information and explanations given to us, the parties including employees to whom the loans or advances in the nature of loans have been given by the Company, are repaying the principal amounts as stipulated and are also regular in payment of the interest as stipulated.

10. in our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchases of stores, raw materials, including components, plant and machinery, equipment and other assets and with regard to sale of goods.

11. In our .opinion and according to the information and explanations given to us, the transactions of purchase of goods and materials and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rs. 50.000/- or more in respect of each party, have been made at prices which are reasonable having regard to prevailing market prices for such goods and materials or as available with company.

12. As explained to us, the Company has a procedure for determination of unserviceable or damaged stores, raw materials and finished goods. Adequate provision has been made in the accounts for the loss arising on the items so determined.

13. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 other than short term unsecured debentures issued to mutual funds which the company has been advised are not deposits within the meaning of Section 58A of the said Act.

14. In our opinion, reasonable records have been maintained by the Company for the sale and disposal of scrap. The Company has no by-products.

15. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

16. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956. We are of the opinion that prima facie, most of the prescribed accounts and records have generally been made and maintained. We have not, however, made a detailed examination of the records.

17. According to the information and explanations given to us, the company is regular in depositing Provident Fund and Employee State Insurance dues with the appropriate authorities.

18. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding as at 31 st March, 2003 for a period of more than six months from the date they became payable.

19. According to the information and explanations given to us, no personal expenses of employees or directors have been charged to revenue account other than those payable under contractual obligations or in accordance with generally accepted business practice. '

20. The company is not a sick industrial company within the meaning of clause (o) of sub section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

21. The nature of the service activities carried out by the company does not require the allocation of materials, stores, labour, and man-hours utilized to the relative jobs.

Mar 31, 2002

We have audited the attached Balance Sheet of STERLITE OPTICAL TECHNOLOGIES LIMITED as at March 31 2002 and also the Profit and Loss Account for the year ended on that date annexed thereto which are the revised statements of the original Balance Sheet and Profit and Loss Account approved by the Board of Directors on 29th April, 2002 and covered by our report of even date. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure, a Statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable and based on such checks as we considered appropriate.

3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of account as required by law have been kept by the company so far, as appears from our examination of the books;

c. The Balance Sheet and Profit and Loss Account dealt with by the report are in agreement with the books of account;

d. In our opinion, the Balance Sheet and the Profit and Loss Account comply with Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e. On the basis of the written representations received from the directors of the Company, as on 31st March, 2002 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2002 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. Attention is invited to Note No. 4 in Schedule 18 regarding estimated benefit of Rs. 2.08 Million (net) under the Advance License Scheme (OEEC Scheme) taken into account as incentive accruing in respect of duty free imports to be made in the subsequent years as explained in the said note.

Subject to Para 3 (f) above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the other notes thereon, give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India: our Company.

(i) In the case of the Balance Sheet, of the state of affairs of the company as at March 31our Company. and,

(ii) In the case of the Profit and Loss Account, of the Profit for the year ended on that date.

Annexure to the Auditors Report

(Referred to in Para 2 of our report of even date)

1. The Company is maintaining proper records to show full particulars, including quantitative details and situation of fixed assets. We have been informed that these assets have been physically verified by the management during the year. No material discrepancies have been noticed during such verification.

2. None of the Fixed Assets have been re-valued during the year.

3. The stocks of finished goods, stores and spare parts and raw materials have been physically verified by the management at reasonable intervals during the year.

4. In our opinion and according to the information and explanations given to us, the procedures for physical verification of stocks followed by the management are reasonable and adequate in relation with the size of the company and the nature of its business.

5. The discrepancies noticed on physical verification of stocks as compared to book records were not material and have been properly dealt with in the books of account.

6. In our opinion and on the basis of our examination of stock records, the valuation of stocks is fair and proper and in accordance with the normally accepted accounting principles and is on the same basis as in the preceding year.

7. The company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 and from the companies under the same management as defined under sub-section (1B) of Section 370 of the Companies Act, 1956.

8. According to the information and explanations given to us, the terms and conditions of the loans granted to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956 are not prima facie prejudicial to the interest of the company. The company has not granted any loans, secured or unsecured to the companies under the same management as defined under Sub-section (1B) of Section 370 of the Companies Act, 1956.

9. According to the information and explanations given to us, the parties to whom the loans or advances in the nature of loans have been given by the Company are repaying the principal amounts as stipulated and are also regular in payment of the interest as stipulated.

10. In our opinion, and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business having regard to the purchases of stores, raw materials, including components, plant and machinery, equipment and other assets and with regard to sale of goods.

11. In our opinion and according to the information and explanations given to us, the transactions of purchase of goods and materials and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rs. 50,000/- or more in respect of each party as applicable, have been made at prices which are reasonable having regard to prevailing market prices for such goods, materials and services.

12. As explained to us, the Company has a regular procedure for determination of unserviceable or damaged stores, raw materials and finished goods. Adequate provision has been made in the accounts for the loss arising on the items so determined.

13. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975, other than short term unsecured debentures issued to mutual funds which the company has been advised are not deposits within the meaning of section 58A of the said Act.

14. In our opinion, reasonable records have been maintained by the Company for the sale and disposal of scrap. The Company has no by-products.

15. In our opinion, the Company has an internal audit system commensurate with the size and the said resolution.nature of its business.

16. We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956. We are of the opinion that prima facie, most of the prescribed accounts and records have generally been made and maintained. We have not, however, made a detailed examination of the records.

17. According to the information and explanations given to us, the company is regular in depositing Provident Fund and Employees State Insurance dues with the appropriate authorities.

18. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax; customs duty and excise duty were outstanding as at 31st March, 2002 for a period of more than six months from the date they became payable.

20. The company is not a Sick Industrial Company within the meaning of clause (o) of sub section 301 of section 3 of the Sick Industrial Companies (special Provisions) act, 1985.

21. The nature of the service activites carried out by the company does not require the allocation of materials, stores, labour and man-hours utilized to the relative jobs.

For Deloitte haskins & Sells Chartered Accountants

R.Salivati Partner Place: Mumbai Dated: 5th August, 2002

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