EMS Ltd. இன் முடிவுகள்

Mar 31, 2025

We have audited the standalone financial statements of EMS LIMITED (Formerly Known as EMS
Infracon Private Limited) (“the Company”), which comprise the Standalone Balance Sheet as at
March 31, 2025, the Standalone Statement of Profit and Loss (including other comprehensive income),
Standalone Statement of change in Equity and the Standalone Statement of Cash Flows for the year
then ended and notes to standalone financial statements including a summary of the 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
(“the Act”) in the manner so required and give a true and fair view in conformity with the Indian
accounting standards prescribed under section 133 of the act read with companies (Indian Accounting
Standards) Rules 2015,as amended (Ind AS) and other accounting principles generally accepted in
India, of the state of affairs of the Company as at 31 March 2025, and its profit and other comprehensive
loss /income, changes in equity and its cash flows and the change in equity for the year ended on that
date.

BASIS OF 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 SAs are further described in the Auditor’s
Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the Act and the Rules thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of
Ethics. We believe that the audit evidence 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 standalone financial statements of the current period. These matters were addressed
in the context of our audit of the standalone financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters. We have determined the
matters described below to be the key audit matters to be communicated in our report.

Key audit matter description and principal audit procedures

1. Revenue Recognition

The Company recognises revenue and margin on the stage of completion based on the proportion of contract costs incurred relative to the estimated total costs of each contract (referred to as ‘unbilled revenue method IND AS 115’). The recognition of revenue and margin therefore is dependent on estimates in relation to the total costs on each contract. Cost contingencies may also be included in these estimates to take into account specific uncertainties within each contract. These cost estimates are reviewed by the Company on a regular basis during contract execution and adjusted where appropriate. There is significant judgement used by the management of the Company in estimating the amount of revenue and margin to be recognised by the Company and changes to these estimates could give rise to material variances, hence revenue recognition has been considered as a key audit matter.

Our procedures include the following: • Review customer contracts and evaluate whether they meet the criteria of IND AS 115. • Test a sample of contracts to ensure they are enforceable and properly documented including the costs accrued for work completed, total estimated contract costs for a sample of contracts selected based on factors such as value of contracts, material new contracts and contracts where significant risks have been identified by the management of the Company. • Recalculate revenue recognized under the unbilled method on a test basis as per IND AS 115.

OTHER INFORMATION

The Company’s Management and Board of Directors are responsible for the other information. The
other information comprises the information included in the Company’s annual report, but does not
include the standalone financial statements and auditor’s report(s) thereon. The Company’s 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.

MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Management and Board of Directors of the Company are responsible for the matters stated in
Section 134(5) of the Companies Act 2013 (‘the act’) with respect to the preparation of these standalone
financial statements that give a true and fair view of the financial position, financial performance
including other comprehensive incomes and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS)
specified under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding 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; design, implementation and maintenance of adequate
internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the standalone financial statements
that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible
for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the Board of Directors

either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do
so. The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

AUDITOR’S RESPONSIBILITY FOR THE AUDIT OF STANDALONE FINANCIAL STATEMENT.

Our objectives are to obtain reasonable assurance about whether the standalone financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these standalone financial statements. We conducted our audit in accordance with
the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that
we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether standalone financial statements are free from material misstatement.

As part of an audit in accordance with SAs, 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 financial control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the 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.

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

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

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

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

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

OTHER MATTER

The Fair value of Polymatech Electronics Limited, being unlisted entity, could not be assessed because
of unavailability of latest financial statement of 31^st March 2025, hence the value of shares is considered
at Cost Price only.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central

Government of India in terms of 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.

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

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

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

c) The company doesn’t have any branch office, the accounts of which have been audited by
person other than company’s auditor under section 143(8) of the Companies Act 2013.
Hence clause (c) of section 143 (3) does not apply to the company.

d) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other
comprehensive income), the Standalone Statement of Change in Equity, the Standalone
Statement of Cash Flows dealt with by this report are in agreement with books of accounts.

e) In our opinion, the aforesaid standalone financial statements comply with the Ind AS
specified under Section 133 of the Act, read with Companies (Indian Accounting Standards)
Rules, 2015, as amended;

f) There are no observations or comments on the financial transactions or matters which have
an adverse effect on the functioning of the company.

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

h) There are no qualifications, reservations or adverse remark relating to maintenance of
accounts and other matters connected therewith.

i) With respect to the adequacy of the internal financial controls over financial reporting of the
company and the operating effectiveness of the Company’s internal financial controls, refer
to ‘’Annexure B ‘’.

j) With respect to the other matters to be included in the Auditor’s Report in accordance with
requirements of section 197(16) of the Act, as amended, in our opinion and to the best of
our information and according to the explanation given to us, the remuneration paid by the
Company to its directors during the year is in accordance with the provisions of section 197
of the Act.

k) With respect to the other matters to be included in the Auditor’s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and

to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position
in its Standalone Financial Statements. (See Note No 35 of Standalone Financial
Statements)

ii. The Company did not have any long-term contracts including derivative contracts; as
such the question of commenting on any material foreseeable losses thereon does not
arise.

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

iv. (a) The Management has represented that, to the best of its knowledge and belief, no

funds have been advanced or loaned or invested except joint ventures (either from
borrowed funds or share premium or any other sources or kind of Funds) by the
company to or to any other persons or entities including foreign entities with the
understanding whether recorded in writing or otherwise, that the intermediary
shall, directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the company 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,
that no funds have been received by the company from any persons or entity
including foreign entities with the understanding, whether recorded in writing or
otherwise, that the company shall directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the
funding Party or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

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

v. The final dividend, declared and paid by the Company during the year, is in accordance
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 have a feature of
recording audit trail (edit log) facility for all relevant transactions recorded in the
respective software.

Further, for the periods where audit trail (edit log) facility was enabled, we did not come across any
instance of the audit trail feature being tampered with.

For Rishi Kapoor & Company

Chartered Accountants
FRNo. 006615C

Place: Ghaziabad
Date : 28.05.2025

(Jyoti Arora)

Partner
M.No.455362
UDIN: 25455362BMGIGA5553

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Mar 31, 2024

We have audited the standalone financial statements of EMS LIMITED (Formerly Known as EMS Infracon Private Limited) (“the Company”), which comprise the Standalone Balance Sheet as at March 31, 2024, the Standalone Statement of Profit and Loss (including other comprehensive income), Standalone Statement of change in Equity and the Standalone Statement of Cash Flows for the year then ended and notes to standalone financial statements including a summary of the 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 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian accounting standards prescribed under section 133 of the act read with companies (Indian Accounting Standards) Rules 2015,as amended (Ind AS) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its profit and other comprehensive loss /income, changes in equity and its cash flows and the change in equity for the year ended on that date.

BASIS OF 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 SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence 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 standalone financial statements of the current period.

We have not determined any matters to be the Key audit matters to be communicated in our report.

OTHER INFORMATION

The Company’s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company’s annual report, but does not include the standalone financial statements and auditor’s report(s) thereon. The Company’s 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

The Management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act 2013 (‘the actj with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive incomes and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

AUDITOR’S RESPONSIBILITY FOR THE AUDIT OF STANDALONE FINANCIAL STATEMENT.

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether standalone financial statements are free from material misstatement.

As part of an audit in accordance with SAs, 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 financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the 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.

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

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

evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of 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.

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

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

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

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

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

e) On the basis of written representations received from the directors as on March 31, 2024 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 adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of the Company’s internal financial controls, refer to ‘’Annexure B ‘’.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanation given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

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.(See Note No 35 of Standalone Financial Statements)

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

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

iv. (a) The Management has represented that, to the best of its knowledge and belief, no

funds have been advanced or loaned or invested except joint ventures (either from borrowed funds or share premium or any other sources or kind of Funds) by the company to or to any other persons or entities including foreign entities with the understanding whether recorded in writing or otherwise, that the intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company 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, that no funds have been received by the company from any persons or entity including foreign entities with the understanding, whether recorded in writing or otherwise, that the company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding Party or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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

v. (a) The interim dividend, declared and paid by the Company during the year, is in

accordance with Section 123 of the Act.

(b) No Final dividend has been declared and paid by the Company during the year and until the date of this audit report.

vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 1 April 2023.

Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated from 27^th March 2024 for all relevant transactions recorded in the respective software.

Further, for the periods where audit trail (edit log) facility was enabled, we did not come across any instance of the audit trail feature being tampered with.

For Rishi Kapoor & Company

Chartered Accountants FRNo. 006615C

Place: Ghaziabad Date : 29.05.2024

(Jyoti Arora)

Partner M.No.455362 UDIN: 24455362BKBLEH6530

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Mar 31, 2023

INDEPENDENT AUDITOR’S REPORT

TO

THE MEMBERS OF
EMS LIMITED

(Formerly Known as EMS Infracon Private Limited)

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

We have audited the accompanying consolidated financial statements of EMS LIMITED
(Formerly Known as EMS Infracon Private Limited) (“herein referred to as the holding
Company”) and its subsidiaries (Holding Company and its subsidiaries together referred to as “the
group”) which comprise the consolidated balance Sheet as at March 31. 2023, the consolidated
statement of Profit and Loss (including other comprehensive income), consolidated statement of
change in Equity and the consolidated statement of cash Flows for the year then ended and notes to
consolidated financial statements including a summary of the significant accounting policies and
other explanatory information (hereinafter referred to as “the consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid consolidated financial statements give the information required by the Companies Act,
2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the
Indian accounting standards prescribed under section 133 of the act read with companies (Indian
Accounting standards) Rules 2015, as amended (Ind AS) and other accounting principles generally
accepted in India, of the consolidated state of affairs of the Company as at 31 March 2023, of its
consolidated profit and other comprehensive income, consolidated changes in equity and
consolidated cash flows for the year then ended.

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 SAs are further described in the
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our
report. We are independent of the Group in accordance with the ethical requirements that are
relevant to our audit of the consolidated financial statements in terms of the Code of Ethics issued
by the Institute of Chartered Accountants of India and the relevant provisions of the Act, and we
have fulfilled our other ethical responsibilities in accordance with these requirements. We believe
that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our
opinion on the consolidated 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 consolidated financial statements of the current period. There are no such matters
which are required to be addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.

OTHER INFORMATION

The Holding Company’s Management and Board of Directors are responsible for the other
information. The oilier information comprises the information included in the Management
Discussion and Analysis, Board’s report including Annexure to Board Report, Business
Responsibility Report, Corporate Governance and Shareholder’s Information.

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

MANAGEMENT’S AND BOARD OF DIRECTOR’S RESPONSIBILITY FOR THE
CONSOLIDATED FINANCIAL STATEMENTS

The Holding Company’s Management and Board of Directors are responsible for the preparation
and presentation of these consolidated financial statements in term of the requirements of the Act
that give a true and fair view of the consolidated state of affairs, consolidated profit/ loss and other
comprehensive income, consolidated statement of changes in equity and consolidated cash flows of
the Group in accordance with the accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. The respective
Management and Board of Directors of the companies included in the Group are responsible for
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of each company and for preventing and detecting frauds and other
irregularities; the selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and the design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the
consolidated financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error, which have been used for the purpose of preparation of
the consolidated f nancial statements by the Management and Board of Directors of the Holding
Company, as aforesaid.

In preparing the consolidated financial statements, the respective Management and Board of
Directors of the companies included in the Group are responsible for assessing the ability of each
company to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the respective Board of Directors either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group are responsible for
overseeing the financial reportmgrnroeess of each company

AUDITOR’S RESPONSIBILITY FOR THE AUDIT OF CONSOLIDATED FINANCIAL
STATEMENT

Our objectives are to obtain reasonable assurance about whether the consolidated 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 consolidated financial statements. We conducted our audit in accordance with the
Standards on Auditing specified under Section 143(10) of the Act, Those Standards require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether consolidated financial statements are free from material misstatement.

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

• Identify and assess the risks of material misstatement of the consolidated 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 materia! 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 financial control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under section !43(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.

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

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

statements, including the disclosures, and whether the consolidated financial statements
represent the underlying events in a manner that achieves fait presentation.

We communicate with those charged with governance of the Holding company and such other
companies included in the consolidated financial statements of which we are the independent
auditors regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our
audit.

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by section 143(3) of the Act, based on our report, we report that:

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

b) In our opinion, proper books of account as required by law relating to preparation of the
aforesaid consolidated financial statements have been kept so far as it appears from our
examination of those books.

c) The consolidated balance sheet, the consolidated statement of profit and loss (including
other comprehensive income), the consolidated statement of changes in equity and the
consolidated statement of cash flows dealt with by this Report are in agreement with the
relevant books of account maintained for the purpose of preparation of the consolidated
financial statements.

d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS
specified under Section 133 of the Act.

e) On the basis of written representations received from the directors of the Holding Company
as on 31 March 2023 taken on record by the Board of Directors of the Holding Company
and on the basis of written representations received by the management from directors of its
subsidiaries which are incorporated in India, as on 31 March 2023, none of the directors of
the Group companies incorporated in India is disqualified as on 31 March 2023 from being
appointed as a director in term^oTSection 164(2) of the Act.

0 With respect to the adequacy of the internal financial controls over financial reporting of the
Holding company and its subsidiary companies incorporated in India 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 consolidated financial statement has no pending litigations as at 31 March 2023
which impacts the consolidated financial position of the Group.

ii. The Group did not have any material foreseeable losses on long-term contracts
including derivative contracts during the year ended 31 March 2023.

iii. There has been no delay in transferring amounts to the Investor Education and
Protection Fund by the Holding Company during the year ended 31 March 2023.
There are no amounts which are required to be transferred to the Investor Education
and Protection Fund by the Subsidiary Companies incorporated in India during the
year ended 3! March 2023.

iv. (a) The Management of the Holding Company represented that, to the best of their
knowledge and belief, no funds have been advanced or loaned or invested except
joint ventures (either from borrowed funds or share premium or any other sources or
kind of funds) by the Holding Company or any of its subsidiary companies
incorporated in India to or in any other person(s) or entity(ies), including foreign
entities (“Intermediaries”), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the
Holding Company or any of its subsidiary companies incorporated in India
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries.

(b) The Management of the Holding Company represented that, to the best of their
knowledge and belief, no funds have been received by the Holding Company or any
of its subsidiary companies incorporated in India from any person(s) or entity(ies),
including foreign entities (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Holding Company or any of its subsidiary
companies incorporated In India shall directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the
Funding Parties (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries.

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

v. The Board of Directors of the Group have not declared or paid any dividend during
the year as per section 123 of the Companies Act 2013.

vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for
the Holding Company or any of its subsidiary companies incorporated in India only
with effect from 1 April 2023, reporting under Rule i 1(g) of the Companies (Audit
and Auditors) Rules, 2014 is not applicable.

h) With respect to the matter to be included in the Auditor’s Report under Section 197(16) of
the Act: In our opinion and according to the information and explanations given to us, the
remuneration paid during the current year by the Holding Company to its directors is in
accordance with the provisions of Section 197 of the Act. The remuneration paid to any
director by the Holding Company is not in excess of the limit laid down under Section 197
of the Act. The subsidiary companies incorporated in India have not paid any remuneration
to its directors during the year. The Ministry of Corporate Affairs has not prescribed other
details under Section 197(16) of the Act which are required to be commented upon by us.

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

For Rishi Kapoor & Company
Chartered Accountants

Place: Ghaziabad ff&f

Date : 27.07.2023 U*I^gHaZU^W

(Jyo|j.kVora)

Partner

M.No.455362