Auditor Report of Tega Industries Ltd.

Mar 31, 2025

1. We have audited the accompanying standalone financial
statements of Tega Industries Limited (‘the Company¹),
which comprise the Standalone Balance Sheet as at 31 March
2025, the Standalone Statement of Profit and Loss (including
Other Comprehensive Income), the Standalone Statement
of Cash Flow and the Standalone Statement of Changes in
Equity for the year then ended, and notes to the standalone
financial statements, including material accounting policy
information and other explanatory information.

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 (‘the Act’) in the manner so
required and give a true and fair view in conformity with
the Indian Accounting Standards (‘Ind AS’) specified under
section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015 and other accounting
principles generally accepted in India, of the state of affairs of
the Company as at 31 March 2025, and its profit (including
other comprehensive income), its cash flows and the changes
in equity for the year ended on that date.

Basis For Opinion

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

Key Audit Matter

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.

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

Key audit matter	How our audit addressed the key audit matter
Impairment Assessment on carrying value of equity investments in Tega Holdings Pte Limited, a wholly owned subsidiary (Refer Note 4 of the standalone financial statements) The Company’s equity investment in subsidiaries as at 31 March 2025 includes investment in above mentioned wholly-owned subsidiary company - Tega Holding Pte Limited amounting to H 4,504.18 million. Such investment in the aforesaid subsidiary company is accounted for at cost in accordance with Ind AS	Our audit procedures included, but were not limited to, the following procedures: • Obtained an understanding of management’s process for identification of impairment indicators and impairment assessment with respect to investment in subsidiaries; • Evaluated the design and tested the operating effectiveness of internal controls over impairment assessment including fair valuation;
27, Separate Financial Statements.	• Assessed the appropriateness of the accounting policy adopted
	by the management in accordance with Ind AS 36;

Key audit matter	How our audit addressed the key audit matter
The management assesses the recoverable amount of the	•	Obtained management''s external valuation expert''s report
investment when impairment indicators exist by comparing		and assessed the objectivity, experience and competency of
the fair value (less costs of disposal) and carrying amount of the		such management''s expert involved for performing required
investment as on the reporting date. The process of assessing		valuation to estimate the recoverable value of the investment;
the whether impairment indicators exist and computation of	•	Traced the management projections of cash flow forecasts
recoverable amount for investment in subsidiary company		used in the fair valuation to approved business plans;
using discount cash flow method is complex and requires
significant management judgement. The key assumptions	•	Involved auditor''s valuation expert to validate the
underpinning management''s assessment of the fair valuation		appropriateness of valuation methodology and assumptions
include, but are not limited to, projections of future cash flows,		used by management''s valuation expert in determining the
growth rates, discount rates, estimated future operating and		recoverable value of the investment.
capital expenditure.	•	Assessed the appropriateness of assumptions around the key
Changes to these assumptions could lead to material		drivers of the cash flow forecasts including expected growth
changes in estimated recoverable amounts resulting in either		rates and terminal growth rates used, basis our understanding
impairment or reversals of impairment in prior years.		of the business and market conditions.
The application of significant judgment in this matter	•	Evaluated the sensitivity analysis performed by management in
required substantial involvement of senior personnel on		respect of the key assumptions used in valuation model such as
the audit engagement including individuals with expertise in		discount and growth rates to consider the impact of estimation
valuation. Accordingly, assessment of impairment losses to be		uncertainty on the recoverable amount calculation;
recognised, if any, on the carrying value of investment made in	•	Assessed the appropriateness and adequacy of disclosures
the subsidiary company has been considered as be a key audit		made in the standalone financial statements in accordance with
matter for current year''s audit.		the requirement of the applicable accounting standards.

Information Other Than The
Standalone Financial Statements
And Auditor’s Report Thereon

6. The Company''s Board of Directors are responsible for the
other information. The other information comprises the
information included in the Annual Report but does not
include the standalone financial statements and our auditor''s
report thereon. The Annual Report is expected to be made
available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does
not cover the other information and we will not express any
form of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the standalone financial statements or our
knowledge obtained in the audit or otherwise appears to be
materially misstated.

When we read the Annual Report, if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance.

Responsibilities Of Management
And Those Charged With
Governance For The Standalone
Financial Statements

7. The accompanying standalone financial statements have
been approved by the Company''s Board of Directors. The
Company''s Board of Directors are responsible for the
matters stated in section 134(5) of the Act with respect
to the preparation and presentation of these standalone
financial statements that give a true and fair view of the
financial position, financial performance including other
comprehensive income, changes in equity and cash flows
of the Company in accordance with the Ind AS specified
under section 133 of the Act and other accounting principles
generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to

the preparation and presentation of the 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, the Board of
Directors is responsible for assessing the Company''s ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis
of accounting unless the Board of Directors either intends
to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

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

Auditor’s Responsibilities For
The Audit Of The Standalone
Financial Statements

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

11. As part of an audit in accordance with Standards on Auditing,
specified under section 143(10) of the Act we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

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

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

15. The standalone financial statements of the Company for the
year ended 31 March 2024 were audited by the predecessor
auditor, Price Waterhouse & Co Bangalore LLP who have
expressed an unmodified opinion on those standalone
financial statements vide their audit report dated 23 May 2024.

Report On Other Legal And
Regulatory Requirements

16. As required by section 197(16) of the Act, based on our
audit, we report that the Company has paid remuneration
to its directors during the year in accordance with the
provisions of and limits laid down under section 197 read
with Schedule V to the Act.

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

18. Further to our comments in Annexure A, as required by
section 143(3) of the Act based on our audit, we report, to
the extent applicable, that:

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

b) Except for the matters stated in paragraph 18(h)(vi)
below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended), 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 standalone financial statements dealt with by this
report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under section
133 of the Act;

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

f) The qualification relating to the maintenance of
accounts and other matters connected therewith are
as stated in paragraph 18(b) above on reporting under
section 143(3)(b) of the Act and paragraph 18(h)(vi)
below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended);

g) With respect to the adequacy of the internal financial
controls with reference to financial statements of the
Company as on 31 March 2025 and the operating
effectiveness of such controls, refer to our separate
report in Annexure B wherein we have expressed an
unmodified opinion;

h) With respect to the other matters to be included
in the Auditor''s Report in accordance with rule 1 1
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, as detailed in note 43Ato the
standalone financial statements, has disclosed
the impact of pending litigations on its financial
position as at 31 March 2025.;

ii. The company did not have any material foreseeable
losses on long term contracts including derivative
contracts as at 31 March 2025;

iii. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company during the year
ended 31 March 2025;

iv. a. The management has represented that,

to the best of its knowledge and belief as
disclosed in note 49(j) to the standalone
financial statements, no funds have been
advanced or loaned or invested (either
from borrowed funds or securities premium
or any other sources or kind of funds) by
the Company to or in any person(s) or
entity(ies), including foreign entities (‘the
intermediaries''), with the understanding,
whether recorded in writing or otherwise,
that the intermediary shall, whether,
directly or indirectly lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Company
(‘the Ultimate Beneficiaries'') or provide any
guarantee, security or the like on behalf the
Ultimate Beneficiaries;

b. The management has represented that,
to the best of its knowledge and belief, as
disclosed in note 49(k) to the standalone
financial statements, no funds have been
received by the Company from any person(s)
or entity(ies), including foreign entities (‘the
Funding Parties''), with the understanding,
whether recorded in writing or otherwise,
that the Company shall, whether directly or
indirectly, lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Funding Party
(‘Ultimate Beneficiaries'') or provide any
guarantee, security or the like on behalf of
the Ultimate Beneficiaries; and

c. Based on such audit procedures performed
as considered reasonable and appropriate

in the circumstances, nothing has come to
our notice that has caused us to believe
that the management representations under
sub-clauses (a) and (b) above contain any
material misstatement.

v. The final dividend paid by the Company during
the year ended 31 March 2025 in respect of
such dividend declared for the previous year is
in accordance with section 123 of the Act to the
extent it applies to payment of dividend.

Also as stated in note 41(b) to the accompanying
standalone financial statements, the Board of
Directors of the Company have proposed final
dividend for the year ended 31 March 2025
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.

vi. As stated in Note 49(m) to the standalone financial
statements and based on our examination which
included test checks, the Company, in respect
of financial year commencing on 1 April 2024,
has used an accounting software for maintaining
its books of account which have a feature of

recording audit trail (edit log) facility and the same
have been operated throughout the year for all
relevant transactions recorded in the software,
except that the audit trail feature was not enabled
at the database level for accounting software to
log any direct data changes. Further, during the
course of our audit we did not come across any
instance of audit trail feature being tampered with,
where such feature is enabled. Furthermore, the
audit trail has been preserved by the Company
as per the statutory requirements for record
retention, where such feature is enabled

For Walker Chandiok & Co LLP

Chartered Accountants
Firm''s Registration No.: 001076N/N500013

Anamitra Das

Partner

Place: Gurugram Membership No.: 062191

Date: 15 May 2025 UDIN: 25062191BMMMIN4570

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Mar 31, 2024

Tega Industries Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying Standalone Financial Statements of Tega Industries Limited ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2024, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, and notes to the Standalone Financial Statements, including material accounting policy information 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 ("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, 2024, 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 "Auditor''s Responsibilities for the Audit of the Standalone Financial Statements" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence 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 ofmost significance in our audit ofthe 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
Assessment of carrying value of equity investments in Tega	Our audit procedures included the following:
Holdings Pte Limited, a wholly owned subsidiary	a)	Understanding and evaluating the design and testing
(Refer to Note 2.6 "Investments in Subsidiaries and Joint		the operating effectiveness of internal controls over the
Venture" Note 2A (ii) "Critical estimates and judgements		impairment assessment;
- Impairment of Investments in Subsidiaries" and Note 4 "Investment in subsidiaries and joint venture" to the Standalone Financial Statements)	b)	Evaluating the Company''s accounting policy in respect of impairment assessment of investments in subsidiaries;
The Company carries equity investments in subsidiaries at cost less impairment losses, if any. For these investments carried at cost, where there is an indication of impairment to the carrying value, the Company performs impairment assessment	c)	Perusing the report issued by the external valuation experts engaged by the management and conducting enquiries with them to understand the assumptions considered by them;
in accordance with Ind AS 36 ''Impairment of Assets'' and	d)	Evaluating the independence, competence and capability
recognises impairment provision, if required, to bring the carrying value to its recoverable amount.		of the valuation experts engaged by the management;

Key audit matter	How our audit addressed the key audit matter
The Company''s equity investments in subsidiaries as at	e)	Assessing the assumptions underlying the cash flow
March 31, 2024 includes investments in the above mentioned		projections and assumptions used in the DCF model and
wholly-owned subsidiary aggregating to H 4,504.18 million. The		evaluating the mathematical accuracy;
management has carried out impairment assessment in view of the subsidiary''s net-worth being less than the carrying amount of the investment. For assessing the recoverable amount using the Discounted Cash Flow (DCF) Model, the Company''s management has engaged independent valuation experts and based on their assessment, no provision for impairment to the	f)	Together with auditor''s valuation experts, testing the appropriateness of the DCF model and key assumptions therein and performing sensitivity analysis over key assumptions to corroborate the recoverable amount of the investments;
carrying value of this investment was considered necessary.	g)	Assessing adequacy and appropriateness of the
We considered this as a key audit matter because of the significant carrying value of the above-mentioned investment		presentation and disclosures in the Standalone Financial Statements.
and estimation uncertainty in assumptions used in assessing	Based on the above procedures performed, the management''s
future cashflows, such as discount rate, rate of growth over the	im	pairment assessment of the investments in the subsidiary
estimation period and terminal growth rate which are affected	was considered to be reasonable.
by future market and economic conditions and, hence, are inherently uncertain.

Other Information

5. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis Report and Director''s Report along with its Annexures, but does not include the Standalone Financial Statements and our auditor''s report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained 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 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 Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

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

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 auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they

could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

9. As part of an audit in accordance with SAs, we exercise

professional judgement and maintain professional

scepticism throughout the audit. We also:

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

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

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

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

Report on other legal and regulatory requirements

13. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure 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 for the matters stated in paragraph 14(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

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

(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 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024, 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 on reporting under Section 143(3)(b) and paragraph 14(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

(g) With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure A.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements - Refer Note 43A to the Standalone Financial Statements;

ii. The Company was not required to recognise a provision as at March 31, 2024 under the applicable law or accounting standards, as it does not have any material foreseeable losses on long-term contracts. The Company has made provision as at March 31, 2024, as required under the applicable law or accounting standards, for material foreseeable losses on derivative contracts;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2024.

iv. (a) The management has represented that,

to the best of its knowledge and belief, as disclosed in Note 50(j) to the Standalone Financial Statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented that, to the best of its knowledge and belief,

as disclosed in the Note 50(k) to the Standalone Financial Statements, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on such audit procedures 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. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility that has operated throughout the year for all relevant transactions recorded in the software, except that the audit log is not maintained in case of modification by certain users with specific access and that the audit trail feature has not been enabled at the database level to log any direct data changes. During the course of performing our procedures, other than the aforesaid instances where the question of our commenting on the audit trail feature being tampered with does not arise, we did not notice any instance of audit trail feature being tampered with.

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 & Co Bangalore LLP

Firm Registration Number: 007567S/S-200012 Chartered Accountants

Amitesh Dutta

Partner

Kolkata Membership Number: 058507

May 23, 2024 UDIN: 24058507BKGYKE1565

---

Mar 31, 2023

Tega Industries Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying Standalone Financial Statements ofTega Industries Limited ("the Company"), which comprise the Standalone Balance Sheet as at March 31,2023, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows 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 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and 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 "Auditor''s Responsibilities for the Audit of the Standalone Financial Statements" section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence 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

Assessment of carrying value of equity investments in Tega Holdings Pte Limited, a wholly owned subsidiary (Refer to Note 2.6 "Investments in Subsidiaries and Joint Venture" Note 2A (ii) "Critical estimates and judgements - Impairment of Investments in Subsidiaries" and Note 4 "Investment in subsidiaries and joint venture" to the Standalone Financial Statements) The Company carries equity investments in subsidiaries at cost less impairment losses, if any. For these investments carried at cost, where there is an indication of impairment to the carrying value, the Company performs impairment assessment in accordance with Ind AS 36 ''Impairment of Assets'' and recognises impairment provision, if required, to bring the carrying value to its recoverable amount.

Our audit procedures included the following: a) Understanding and evaluating the design and testing the operating effectiveness of internal controls over the impairment assessment; b) Evaluating the Company''s accounting policy in respect of impairment assessment of investments in subsidiaries; c) Perusing the report issued by the external valuation experts engaged by the management and conducting enquiries with them to understand the assumptions considered by them; d) Evaluating the independence, competence and capability of the valuation experts engaged by the management; e) Assessing the assumptions underlying the cash flow projections and assumptions used in the discounted cash flow model and evaluating the mathematical accuracy;

Key audit matter

How our audit addressed the key audit matter

The Company''s equity investments in subsidiaries as at March 31, 2023 includes investments in the above mentioned wholly-owned subsidiary aggregating to H4,504.18 million. The management has carried out impairment assessment in view of the subsidiary''s net-worth being less than the carrying amount of the investment. For assessing the recoverable amount using the discounted cashflow model, the Company''s management has engaged independent valuation experts and based on their assessment, no provision for impairment to the carrying value of this investment was considered necessary. We considered this as a key audit matter because of the significant carrying value of the above-mentioned investment and estimation uncertainty in assumptions used in assessing future cashflows, such as discount rate, rate of growth over the estimation period and terminal growth rate which are affected by future market and economic conditions and, hence, are inherently uncertain.

f) Together with auditor''s valuation experts, testing the appropriateness of the discounted cash flow model and key assumptions therein and performing sensitivity analysis over key assumptions to corroborate the recoverable amount of the investments; g) Assessing adequacy and appropriateness of the presentation and disclosures in the Standalone Financial Statements. Based on the above procedures performed, the management''s impairment assessment of the investments in the subsidiary was considered to be reasonable.

Other Information

5. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in The Management Discussion and Analysis Report, Director''s Report, Corporate Governance Report and Business Responsibility and Sustainability Report, but does not include the Standalone Financial Statements and our auditor''s report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained 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 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 Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

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

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 auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

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

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

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

Report on other legal and regulatory requirements

13. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

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

(f) With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

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

information and according to the explanations given to

us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements - Refer Note 43A 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 has made provision as at March 31, 2023, as required under the applicable law or accounting standards, for material foreseeable losses on derivative contracts. Refer Note 5 to the Standalone Financial Statements;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2023.

iv. (a) The management has represented that, to the

best of its knowledge and belief, other than as disclosed in the notes to Standalone Financial Statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 50(j) to the Standalone Financial Statements);

(b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise,

that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 50(k) 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 Company has not declared or paid any dividend during the year.

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 & Co Bangalore LLP

Firm Registration Number: 007567S/S-200012

Chartered Accountants

Amitesh Dutta

Partner

Membership Number: 058507

UDIN: 23058507BGYAYG7659

Kolkata

May 30, 2023

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Mar 31, 2022

Tega Industries Limited

Report on the Audit of the Standalone Financial

Statements

Opinion

1. We have audited the accompanying Standalone Financial Statements ofTega Industries Limited ("the Company"), which comprise the Standalone Balance Sheet as at March 31,2022, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows 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 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and 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 "Auditor''s Responsibilities for the Audit of the Standalone Financial Statements" section of our report. We are independent of the Company in accordance with

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

Emphasis of Matter

4. We draw your attention to Note 49 to the Standalone Financial Statements regarding non-settlement of foreign currency payables as at March 31, 2022 aggregating to H5.35 million outstanding beyond the stipulated time period permitted under the Master Direction on Import of Goods and Services vide FED Master Direction No. 17/ 2016-17 dated January 1, 2016 (as amended), issued by the Reserve Bank of India (RBI), with respect to Merchanting Trade Transaction (MTT). The Company has submitted application to RBI, seeking approval for making payment. 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
Assessment of carrying value of equity investments in Tega Holdings Pte. Limited, a wholly owned subsidiary. (Refer to Note 2.6 "Investments in Subsidiaries and Joint Venture" Note 2A (ii) "Critical estimates and judgements - Impairment of Investments in Subsidiaries and Joint Venture" and Note 4 (a) "Investments in subsidiaries and joint venture" to the standalone financial statements)	Our audit procedures included the following: a) Understanding and evaluating the design and testing the operating effectiveness of internal controls over the impairment assessment; b) Evaluating the Company''s accounting policy in respect of impairment assessment of investments in subsidiaries;

Key audit matter	How our audit addressed the key audit matter
The Company carries equity investments in subsidiaries at cost	c)	Perusing the report issued by the external valuation experts
less impairment losses, if any. For these investments carried at cost, where there is an indication of impairment to the carrying value, the Company performs impairment assessment in accordance with Ind AS 36 ''Impairment of Assets'' and recognises impairment provision, if required, to bring the carrying value to its recoverable	d)	engaged by the management and conducting enquiries with them to understand the assumptions considered by them; Evaluating the independence, competence and capability of the valuation experts engaged by the management;
amount.	e)	Assessing the assumptions underlying the cash flow
The Company''s equity investments in subsidiaries as at March 31, 2022 includes investments in the above mentioned wholly-owned		projections and assumptions used in the discounted cash flow model and evaluating the mathematical accuracy;
subsidiary aggregating to H4,504.18 million. The management has	f)	Together with auditor''s valuation experts, testing the
carried out impairment assessment in view of the subsidiary''s net-		appropriateness of the discounted cash flow model and key
worth being less than the carrying amount of the investment. For		assumptions therein and performing sensitivity analysis over
assessing the recoverable amount using the discounted cashflow		key assumptions to corroborate the recoverable amount of
model, the Company''s management has engaged independent		the investments;
valuation experts and based on their assessment, no provision for	g)	Assessing adequacy and appropriateness of the presentation
impairment to the carrying value of this investment was considered necessary.		and disclosures in the standalone financial statements.
We considered this as a key audit matter because of the significant	Based on the above procedures performed, the management''s
carrying value of the above-mentioned investment and estimation	impairment assessment of the investments in the subsidiary was
uncertainty in assumptions used in assessing future cashflows,	considered to be reasonable.
such as discount rate, rate of growth over the estimation period and terminal growth rate which are affected by future market and economic conditions and, hence, are inherently uncertain.

Other Information

6. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the Standalone Financial Statements and our auditor''s report thereon.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained 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

7. 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 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 Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

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 auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Standalone Financial Statements.

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

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

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

Report on other legal and regulatory requirements

14. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

(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 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 "Annexure A".

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements - Refer Note 43A to the Standalone Financial Statements.

ii. The Company has long-term contracts including derivative contracts as at March 31, 2022 for which there were no material foreseeable losses.

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

(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 or entity, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 51(k) 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 paid during the year by the Company is in compliance with Section 123 of the Act.

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 & Co Bangalore LLP

Firm Registration Number: 007567S/S-200012

Chartered Accountants

Avijit Mukerji

Partner

Membership Number: 056155

UDIN: 22056155AJMZNG1264

Kolkata

May 24, 2022