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Auditor Report of Sundaram Finance Ltd.

Mar 31, 2023

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of Sundaram Finance Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash FlowsÂ and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatoryÂ information.

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 conformityÂ with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards)Â Rules, 2015 as amended, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the CompanyÂ as at March 31, 2023, its profit and total comprehensive income, its changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the âAuditorâs Responsibilities for the AuditÂ of the Standalone Financial Statementsâ section of our report. We are independent of the Company in accordance with the Code of EthicsÂ issued by the Institute of Chartered Accountants of India (âICAIâ) together with the ethical requirements that are relevant to our audit ofÂ the Standalone Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethicalÂ responsibilities in accordance with these requirements and the ICAIâs Code of Ethics. We believe that the audit evidence obtained by us isÂ sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial Statements for the current period. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in formingÂ our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to beÂ the key audit matters to be communicated in our report.

Sr. No	Key Audit Matter	How the Key Audit Matter was addressed in our audit
1	âImpairment Loss Allowance / ECL on Loansâ
Refer to the accounting policies in âNote 2.3 to the Ind AS Financial Statements: Financial Instruments - Impairment of Financial Assetsâ, Impairment of Financial Assets âNote 2.1 to the Ind AS Financial Statements: Revenue Recognitionâ and âNote 37 to the Ind ASÂ Financial Statements: Risk Managementâ.
Â	Under Ind AS 109, âFinancial Instrumentsâ, allowance for loan losses are determined usingÂ expected credit loss (âECLâ) estimation model. TheÂ estimation of ECL on financial instruments involvesÂ significant judgement and estimates. The key areasÂ where we identified greater levels of managementÂ judgement and therefore increased levels of auditÂ focus are:	Our audit procedures were focussed on assessing the appropriateness of managementâs judgement and estimates used in the impairment analysisÂ that included, but were not limited to, the following: â¢ Â Â Â Reviewed the Board approved Policy and approach concerning theÂ management of credit and other risks. â¢ Â Â Â Obtained an understanding of the modelling techniques adoptedÂ by the Company including the key inputs and assumptions.

Sr. No	Key Audit Matter	How the Key Audit Matter was addressed in our audit
Â	â¢ Â Â Â Data inputs - The application of ECL modelÂ requires several data inputs. This increases theÂ risk of completeness and accuracy of the data thatÂ has been used to create assumptions in the model. â¢ Â Â Â Model estimations - Inherently judgmentalÂ models are used to estimate ECL which involvesÂ determining Probabilities of Default (âPDâ), LossÂ Given Default (âLGDâ), and Exposures at DefaultÂ (âEADâ). The PD and the LGD are the key drivers ofÂ estimation complexity in the ECL and as a result areÂ considered the most significant judgmental aspectÂ of the Companyâs modelling approach. â¢ Â Â Â Economic scenarios - Ind AS 109 requires theÂ Company to measure ECLs on an unbiased forwardlooking basis reflecting a range of future economicÂ conditions. Significant management judgement isÂ applied in determining the economic scenariosÂ used and the probability weights applied to them. The effect of these matters is that, as part of our risk assessment, we determined that the impairment ofÂ loans and advances to customers, has a high degreeÂ of estimation uncertainty, with a potential range ofÂ reasonable outcomes greater than our materialityÂ for the Standalone Ind AS Financial Statements asÂ a whole, and possibly many times that amount. Disclosures: The disclosures (including disclosures prescribed by RBI) regarding the Companyâs application of IndÂ AS 109 are key to explaining the key judgementsÂ and material inputs to the Ind AS 109 ECL results.	â¢ Â Â Â Assessed the design, implementation and operating effectivenessÂ of key internal financial controls including monitoring process ofÂ overdue loans, measurement of provision, stage-wise classificationÂ of loans, identification of NPA accounts, assessing the reliability ofÂ management information, which included overdue reports. â¢ Â Â Â Evaluated the appropriateness of the Companyâs determination ofÂ Significant Increase in Credit Risk (âSICRâ) in accordance with theÂ applicable accounting standard and the basis for classification ofÂ various exposures into various stages. â¢ Â Â Â Reviewed the critical assumptions and input data used in theÂ estimation of expected credit loss for specific key credit riskÂ parameters, such as the movement between stages, Exposure atÂ default, (EAD), probability of default (PD) or loss given defaultÂ (LGD); â¢ Â Â Â Tested key controls relating to selection and implementation ofÂ material macro-economic variables and the controls over theÂ scenario selection and computation of probability of default andÂ loss given default percentages. â¢ Â Â Â Verified the manner of preparation of information w.r.t. to provisionsÂ and disclosures in the Standalone Ind AS Financial Statements. â¢ Â Â Â Involved Information system resource to obtain comfort over dataÂ integrity and process of report generation through interface ofÂ various information systems. â¢ Â Â Â Tested controls placed over key inputs, data and assumptionsÂ impacting ECL calculations to assess the completeness, accuracyÂ and relevance of data and reasonableness of economic forecasts,Â weights, and model assumptions applied. â¢ Â Â Â Performed test of details over model calculations testing throughÂ re-performance, where possible. â¢ Â Â Â Assessed whether the disclosures on key judgements, assumptionsÂ and quantitative data with respect to impairment of loans (includingÂ restructuring related disclosures) in the Standalone Ind AS FinancialÂ Statements are appropriate and sufficient.
2	Impairment testing of investments in Subsidiaries / Joint Venture
Â	Impairment testing of investments in Subsidiaries/ Joint venture is considered as a Key Audit MatterÂ since impairment, if any, of these investments mayÂ have an impact on the equity of the Company.	To test for impairment in the Investments in Subsidiaries / Joint Venture, we compared the book value of the investments in the year under reviewÂ with their pro rata share of the respective companyâs equity based on itsÂ financial statements, and evaluated the internal and external sources ofÂ information to reassure its values. Evaluate the Companyâs Internal controls viz a viz the implementation of Investment Risk management System and processes. Test of management oversight and controls over valuation of investments. Accordingly based on our audit procedures, we noted no reportableÂ matters regarding investments and its valuation.

Sr. No

Key Audit Matter

How the Key Audit Matter was addressed in our audit

Information Technology

IT systems and controls

The Companyâs financial reporting processes are dependent on technology considering significantÂ number of transactions that are processedÂ daily across multiple and discrete InformationÂ Technology (âITâ) systems. The Financial accountingÂ system of the Company is interfaced with severalÂ other IT systems including Loan Management &Â Originating systems and several other systemicÂ workflows.

IT general and application controls are critical to ensure that changes to applications and underlyingÂ data are made in an appropriate manner. AdequateÂ controls contribute to mitigating the risk of potentialÂ fraud or errors as a result of changes to theÂ applications and data.

These includes implementation of preventive and detective controls across critical applications andÂ infrastructure.

Due to the pervasive nature of role of information technology systems in financial reporting, in ourÂ preliminary risk assessment, we planned our auditÂ by assessing the risk of a material misstatementÂ arising from the technology as significant for theÂ audit, hence the Key Audit Matter.

With the assistance of our IT specialist, our key audit procedures for assessment of the IT systems and controls over financial reportingÂ covered following broad aspects:

â¢ Â Â Â Obtained an understanding of the Companyâs key IT systems, ITÂ General Controls which covered access controls, program/ systemÂ changes, program development and computer operations i.e. jobÂ processing, data/ system backup and incident management andÂ application controls relevant to our audit

â¢ Â Â Â Tested the design, implementation and operating effectiveness ofÂ the general IT controls over the key IT systems that are critical toÂ financial reporting.

â¢ Â Â Â Reviewed user access management, change management,Â segregation of duties, system reconciliation controls and systemÂ application controls over key financial accounting and reportingÂ systems and related application controls.

â¢ Â Â Â Reviewed of the report of IS Audit carried in earlier year(s) by anÂ independent firm of Chartered Accountants pertaining to IT systemsÂ general controls including access rights over applications, operatingÂ systems and databases relied upon for financial reporting.

â¢ Â Â Â Evaluated the design, implementation and operating effectivenessÂ of the significant accounts-related IT automated controls which areÂ relevant to the accuracy of system calculation, and the consistencyÂ of data transmission

Tested compensating controls or performed alternate audit procedures to assess whether there were any unaddressed IT risks that would impactÂ the controls or completeness and/or accuracy of data

Information Other than the Financial Statements and Auditorsâ Report thereon

The Companyâs Board of Directors is responsible for the other information. The other information comprises the information included in the financial highlights, Boardâs report, corporate governance report, but does not include the Financial Statements and our AuditorsâÂ 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 obtainedÂ during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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

The 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, including otherÂ comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally acceptedÂ in India, including the Indian Accounting Standards specified under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriateÂ accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance ofÂ adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,Â relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from materialÂ misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the Board of Directors 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 unlessÂ 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 Financial Statements

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

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

We also:

â¢ Â Â Â Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error, designÂ and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basisÂ for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, asÂ fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Â Â Â Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate inÂ the circumstances. Under Section I43(3)(i) of the Act, we are also responsible for expressing our opinion on whether the CompanyÂ has adequate internal financial controls system in place and the operating effectiveness of such controls.

â¢ Â Â Â Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosuresÂ made by the Board of Directors.

â¢ Â Â Â Conclude on the appropriateness of Board of Directorsâ use of the going concern basis of accounting and, based on the audit evidenceÂ obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability toÂ continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorsâ reportÂ to the related disclosures in the Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusionsÂ are based on the audit evidence obtained up to the date of our auditorsâ report. However, future events or conditions may cause theÂ Company to cease to continue as a going concern.

â¢ Â Â Â Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the FinancialÂ Statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Financial Statements of the current year and are therefore the key audit matters. We describe these matters in our auditorsâÂ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determineÂ that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected toÂ outweigh the public interest benefits of such communication.

Report on other Legal and Regulatory requirements

1. Â Â Â As required by the Companies (Auditorâs Report) Order, 2020(âthe Orderâ), issued by the Central Government of India in terms ofÂ sub-section (11) of Section 143 of the Act and on the basis of such checks of the books and records of the Company as we consideredÂ appropriate and according to the information and explanations given to us, we give in âAnnexure Aâ, a statement on the mattersÂ specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

(d) Â Â Â In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards specified underÂ Section 133 of the Act.

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

(f) Â Â Â With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the CompanyÂ and the operating effectiveness of such controls, refer to our separate report in âAnnexure Bâ. Our report expresses an unmodifiedÂ opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls with reference to FinancialÂ Statements.

(g) Â Â Â In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to itsÂ directors during the year is in accordance with the provisions of Section 197 read with Schedule V to the Act.

(h) With respect to the other matters to be included in the Auditorsâ Report in accordance with the requirements of 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) Â Â Â The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial StatementsÂ - Refer Note 42.04 to the Standalone Financial Statements.

(ii) Â Â Â The Company has made provision, as required under the applicable law or accounting standards, for material foreseeableÂ losses, if any, on long-term contracts including derivative contracts - Refer Note 6 to the Standalone Financial Statements;Â and

(iii) Â Â Â During the year, there has been no delay in transferring the amounts required to be transferred to the Investor EducationÂ and Protection Fund.

(iv) Â Â Â (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned

or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (âIntermediariesâ), with the understanding, whetherÂ recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in otherÂ persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ)Â or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

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

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

(v) Â Â Â The interim dividend declared and paid by the Company during the year and until the date of this audit report is inÂ accordance with Section 123 of the Companies Act 2013.

As stated in Note 42.16 to the standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. TheÂ dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.

(vi) Â Â Â As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 relating to audit trail feature of the Companyâs accountingÂ software is applicable to the Company only with effect from financial year beginning April 1, 2023, the reporting underÂ Clause (g) of Rule 11 of the Companies (Audit and Auditors) Rules, 2014 is not applicable for the current year.

For B. K. Khare & Co. Â Â Â For N C Rajagopal & Co

Chartered Accountants Â Â Â Chartered Accountants

Firm Registration Number - 105102W Â Â Â Firm Registration Number - 003398S

Shirish Rahalkar Â Â Â V. Chandrasekaran

Partner Â Â Â Partner

Membership Number: 111212 Â Â Â Membership No. 024844

UDIN: 23111212BGVIZI6618 Â Â Â UDIN: 23024844BGRMVV6972

Place: Mumbai Â Â Â Place: Chennai

Date: 26 May, 2023 Â Â Â Date: 26 May, 2023

Mar 31, 2022

Opinion

We have audited the accompanying standalone financial statements of Sundaram Finance Holdings Limited (âthe Companyâ), which comprise the Balance Sheet as at 31st March 2022, 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.

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 Indian Accounting Standards prescribed under Section 133 of the Act (Ind AS) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matter to be communicated in our report.

Key Audit Matter

Our audit procedures with regards to key audit matter

Refer Note 2.2 âFair value measurementâ and Note 2.4 âFinancial Assetsâ for relevant accounting policies and significant accounting estimates used by the Company.

The investment portfolio is valued at '' 2,179 crores which represents almost 99% of the total assets, where unquoted equity investments fair valued through OCI amounts to '' 716 crores ("Investment") covering about 33% of investment value as at 31st March''22.

As the above investment are not traded in the active market, fair value of these investments involved significant management judgments and estimate and were valued based on valuation recommendation provided by a Valuation Expert.

Determination of Fair Value includes the market approach according to which the earnings and book value-based market multiples of peer companies in the same sectors have been considered after adjusting for illiquidity discount, if any.

The above valuations are categorized as Level 2 or Level 3 type of valuation, as the case may be, in accordance of Ind AS 113 Fair Value Measurement based on the available observable/unobservable inputs. Accordingly, the valuation of unquoted investment was considered to be a Key Audit Matter, due to significant judgments associated with determining the fair value of investment and its materiality in the financial statements.

(i) Reviewed the Accounting Policies used by the Company for accounting and disclosing Investments for compliance with the accounting framework.

(ii) Evaluating valuation methodology recommended by Valuation Expert.

(iii) Verified the correctness of market inputs used and mathematical accuracy of the valuation analysis.

(iv) Assessed the adequacy of internal controls, evaluated the design and tested the operating effectiveness of such controls for initial recognition, subsequent measurement and disclosure of investments as on the reporting date as per applicable regulations.

(v) Our team was supported by our in-house valuation specialist, especially in determining whether such valuation methodology is consistent with the market practice.

(vi) We also assessed whether the disclosures in relation to investments are compliant with the relevant Indian accounting requirements and appropriately present the sensitivities in the valuations based on alternative outcome.

Information Other than the Standalone Financial Statements and Auditorâs Report Thereon

The Companyâs Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in Management Discussion and Analysis; Boardâs Report including Annexure and Corporate Governance Report but does not include the 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.

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.

Managementâs Responsibility for the Standalone Financial Statements

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 financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. Their responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the 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 had no realistic alternative but to do so.

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

Auditorâs Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

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

â¢ Identify and assess the risks of material misstatement of the 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 system 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 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.

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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

1. 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 Companies

Act 2013, we give in the ANNEXURE âAâ, a statement on the

matters specified in paragraphs 3 and 4 of the Order, to the

extent applicable.

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

i) 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;

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, the Statement of Profit and Loss Account (including Other Comprehensive Income), Statement of Changes in Equity and the Statement of Cash Flow dealt with in this report are in agreement with the books of account.

iv) In our opinion, the financial statements comply with the Ind AS specified under section 133 of the Act.

v) On the basis of the written representations received from the directors as on 1st April 2022 taken on records by the Board of Directors, none of the directors is disqualified from being appointed as a director under sub-section (2) of section 164 of the Act.

vi) 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 ANNEXURE âBâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.

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

In our opinion and to the best of our information

and according to the explanations given to us, the remuneration paid by the Company to its Directors during the year is in accordance with provisions of Section 197 of the Act.

viii) With respect to other matters to be included in the auditor''s report in accordance with Rule 11 of the Companies (Audit and Auditors) Rule, 2020, in our opinion and to the best of our information and according to the explanations gives to us

a. The Company has disclosed the pending litigations which would impact its financial position Refer Note 31(c)(ii) ;

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

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

d. (i) The Management has represented that, to

the best of its knowledge and belief, other than as disclosed in the notes to the financial statements, no funds have been advanced or loaned or invested (either from share premium or any other sources or kind of funds) by the Company or to in any other persons or entities, including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediaries 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 Beneficiaryâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiary;

(ii) The Management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the financial statements, 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; and

(iii) Based on our 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 (i) and (ii) as mentioned above, contain any material misstatement.

e. The final dividend for the FY 2020-21 and interim dividend for the FY 2021-22 have been declared and paid by the Company are in compliance with Section 123 of the Companies Act, 2013.

As stated in note 31b to the Financial Statements, the Board of Directors of the Company has proposed special and final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

For R.G.N. Price & Co.

Chartered Accountants FR No. 002785S K. Venkatakrishnan

Partner

Place: Chennai Membership No.208591

Date: 24th May 2022 UDIN: 22208591AJNGBJ1403