bharti airtel ltd Auditors report

To The Members of BHARTI AIRTEL LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone statements of BHARTI AIRTEL 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 Loss), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the Standalone Financial Statements").

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 the 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 March 31, 2023, and its loss, total comprehensive loss, its changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the

Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter	Auditors Response
1 Revenue from operations:	Principal Audit Procedures
We considered accuracy of revenues relating to prepaid and postpaid mobile services as a key audit matter because of the complexity of the IT systems, significance of volumes of data processed by the IT systems and the impact of changing pricing models (tariff structures, incentive arrangements and discounts, etc.). Refer note 2.18 "Revenue recognition" for accounting policies, note	We obtained an understanding, evaluated the design and tested the operating effectiveness of (i) the general IT controls, automated controls, interfaces, control over plan configuration and system generated reports relevant for revenue recognition by involving our IT specialist; and (ii) controls over recording of revenue relating to prepaid and postpaid mobile services; and (iii) control over reconciliations.
3.2.d ‘Revenue recognition and presentation under the head ‘Critical judgements in applying the Companys accounting policies and note 23 on disclosures related to Revenue from operations in the standalone financial statements	We tested inter se reconciliations between relevant IT systems (such as billing system, prepaid application systems, active customer database) and with general ledger, and performed verification of revenue recognised, deferred and unbilled revenue.
	We made test calls to determine the accuracy of revenue recorded. We verified the appropriateness of the accounting policies and the disclosures related to Revenue from operations in notes 2.18, 3.2.d and 23 respectively in the standalone financial

 

2 Assessment of recoverability relating to Deferred tax assets (‘DTA) recognized on carry forward losses:	Principal Audit Procedures
The DTA balance as at March 31, 2023 of H1,46,439 Mn primarily relates to DTA on carry forward losses.	We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Companys process for determining the recoverability of the DTA relating to judgement in carry forward losses which included amongst others controls over the assumptions and judgments used in the projections of future taxable income and related tax projections.
The Company exercises significant assessing the recoverability of DTA relating to carry forward losses. In estimating the recoverability of DTA on carry forward losses, management uses inputs such as internal business and tax projections over a 10 year period.
	To assess the Companys ability to estimate future taxable income, we compared the Companys previous forecasts to actual results to determine its reasonableness and examined the consistency of projections used for assessing DTA recoverability with business projections used for goodwill impairment assessment.
Recoverability of DTA on carry forward losses is considered a key audit matter as it is sensitive to the assumptions used by management in projecting the future taxable income, the reversal of deferred tax liabilities which can be scheduled, and tax planning strategies.
	We involved our tax specialist in evaluating tax planning strategies, opinion obtained by the Company from its tax advisors, if any and interpretation of tax laws used by the Company in the tax projections used for supporting the recoverability of DTA.
Refer note 2.11 "Taxes" for accounting policies, note 3.1.c ‘Taxes under the head "Key sources of estimation uncertainties", and note 11 "Income taxes" for disclosures related to taxes in the standalone financial statements.

 

3 Provisions and contingencies relating to regulatory and tax matters:	Principal Audit Procedures:
The Company has recognised provisions for probable outflows relating to legal, tax and regulatory matters and have disclosed contingencies for legal, tax and regulatory matters where the obligations are considered possible.	We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls relating to: (1) identification, evaluation, recognition of provisions, disclosure of contingencies for matters under review or appeal with relevant adjudicating authorities by considering the assumptions and information used by management in performing this assessment;
The Company in consultation with the legal, tax and other advisers assess a likelihood that a pending matter relating to tax, legal or regulatory will succeed. In performing this assessment, the Company applies judgement and has recognised provisions based on whether additional amounts will be payable and has disclosed contingent liabilities where economic outflows are considered the managements positions by considering tax regulations possible.
	(2) completeness and accuracy of the underlying data / information used in the assessment. For tax matters, with the help of our tax specialist, we evaluated the reasonableness of and past decisions from tax authorities, new information and opinions obtained by the Company from its external tax advisors, where applicable. For regulatory matters,
We have considered the provisions recorded and the contingencies relating to tax, legal and regulatory matters as a key audit matter as there is significant determine the possible outcome of matters under dispute and determining the amounts involved, which may vary depending on the outcome of the matters.
	we evaluated the reasonableness of judgementto the managements positions by considering relevant assessment orders, court judgements, statutes, interpretations and amendments, circulars and external legal opinion obtained by the Company, where applicable. We also evaluated the disclosures provided in the notes to the standalone financial statements concerning these matters.
Refer note 2.17 "Contingencies" for accounting policies, note 3.1.e ‘Contingent liabilities and provisions under the head "Key sources of estimation uncertainties", note 19 "Provisions" for disclosure related to provisions for subjudice matters, note 4(viii) for AGR matter and Note 22(I) in respect of details of Contingent liabilities in the standalone financial statements.

 

Key Audit Matter	Auditors Response
4 Impairment of investment in a Joint venture (JV), Indus Towers Limited (ITL)	Principal Audit Procedures
Investments in JV ITL as at March 31, 2023 amounts to H 244,176 Mn (net of impairment).	We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over Companys forecasting process and investment impairment review including controls related to the review of revenue growth, EBITDA margins and the assumptions used to develop the discount rates applied to estimated future cashflows and long term growth rates.
During the year ended March 31, 2023, the Company assessed that there are indicators of impairment in respect of its investment in ITL mainly arising from the financial condition of one of the largest customer of ITL and its inability to pay outstanding dues to ITL and determined the recoverable amount for its investment in ITL. The Company, considering the amount of recoverable value so determined recorded an impairment charge for investment of H 42,764 Mn which is disclosed as an exceptional item.
	We evaluated reasonableness of managements basis of determining value in use and assumptions related to revenue growth, EBITDA margins, discount rates and long term growth rates by considering (i) the current and past performance and
	(ii) the consistency with external sources of information, where available.
We have considered the impairment evaluation as a key audit matter as the determination of recoverable amount of investment based on value-in-use is complex and subjective as it involves significant estimates and We also evaluated the impairment disclosures against judgements in determining the assumptions such as the revenue growth, EBITDA margins, discount rates applied to estimated future cash flows and growth rate, especially	We involved our internal valuation specialists to assist in the evaluation of the appropriateness of significant assumptions like discount rate and long term growth rates. the requirements of Ind AS 36 – Impairment of Assets.
	We tested the appropriateness of the accounting policies and disclosures related to Investments in notes 2.9.a and 7 respectively in the standalone financial statements.
when there is uncertainty about the going concern of one of the largest customer of ITL.
Refer Note 2.9.a for accounting policy and Note 7 for disclosure relating to investments in joint ventures.

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the Management Discussion and Analysis, Boards Report including Annexures to the Boards Report, Business Responsibility & Sustainability Report and Corporate Governance Report, but does not include the Consolidated Financial Statements, Standalone Financial Statements and our auditors reports 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 during the course of our audit or otherwise appears to be materially misstated.

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

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

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance including other comprehensive income/

(loss), changes in equity and cash flows of the Company in accordance with the Ind AS 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 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. significant doubt on the Companys In preparing the Standalone Financial Statements, Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Companys Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibility for the Audit of the Standalone Financial Statements

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

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

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 controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of Companys internal financial 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 managements 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 maycast to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the Standalone Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit, 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 loss, 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 Ind AS specified under Section

133 of the Act.

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

f) With respect to the 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". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls with reference to Standalone Financial Statements.

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

In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone

Financial Statements (Refer Note 22(I) to the Standalone Financial Statements).

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts (Refer Note 19 to the Standalone Financial Statements).

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company (Refer Note 18 to the Standalone Financial Statements).

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the

Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding

Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the

Ultimate Beneficiaries.

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

v. The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with section 123 of the Act, as applicable.

As stated in note 15(h) to the Standalone Financial Statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend proposed is in accordance with section 123 of the Act, as applicable.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company w.e.f. April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014, as amended, is not applicable for the financial year ended March 31, 2023.

2. As required by the Companies (Auditors 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 Deloitte Haskins & Sells LLP

Chartered Accountants

(Firm‘s Registration No. 117366W/W-100018)

Vijay Agarwal

Partner

(Membership No. 094468)

(UDIN: 23094468BGYIOH1932)

Place: New Delhi

Date: May 16, 2023

Annexure A to the Independent Auditors Report

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

Report on the Internal Financial Controls with reference to Standalone Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to Standalone Financial Statements of BHARTI AIRTEL LIMITED ("the Company") as at March 31, 2023 in conjunction with our audit of the Standalone Financial Statements of the Company as at and for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls with reference to standalone financial statements based on the internal control with reference to Standalone Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India ("the Guidance Note"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls thatwereoperatingeffectively nancial statements. ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, required under the Companies Act, 2013 ("the Act").

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to Standalone Financial Statements of the Company based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to Standalone Financial Statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to Standalone Financial Statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to Standalone Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to Standalone Financial Statements included obtaining an understanding of internal financial controls with reference to Standalone Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to Standalone Financial Statements.

Meaning of Internal Financial Controls with reference to Standalone Financial Statements

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

Inherent Limitations of Internal Financial Controls with reference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls with reference to Standalone Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Standalone

Financial Statements to future periods are subject to the risk that the internal financial control with reference to Standalone

Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls with reference to Standalone Financial Statements and such internal financial controls with reference to Standalone Financial Statements were operating effectively as at March 31, 2023, based on the criteria for internal financial control with reference to Standalone Financial Statements established by the Company considering the essential components of internal control stated in the Guidance Note.

For Deloitte Haskins & Sells LLP

Chartered Accountants

(Firm‘s Registration No. 117366W/W-100018)

Vijay Agarwal

Partner

(Membership No. 094468)

(UDIN: 23094468BGYIOH1932)

Place: New Delhi

Date: May 16, 2023

Annexure B to the Independent Auditors Report

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that

(i) In respect of Companys Property, Plant and Equipment, Right of use assets and Intangible Assets:

(a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment, capital work-in-progress and relevant details of right of use assets except in the case of certain Plant and Machinery, where the Company is in the process of updating the records for situation of these assets.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(b) The Company, except for customer premises equipment and bandwidth which due to their nature or location are not verifiable, has a program of verification of property, plant and equipment, capital work in-progress, and right-of-use assets so to cover all the items once every

3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain Property, Plant and Equipment, capital work-in progress and right of use assets (based on underlying agreements/other relevant documents and refer sub-clause (c) below) were due for verification during the year and were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) With respect to immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the Standalone Financial Statements included in property, plant and equipment and according to the information and explanations given to us and based on the examination of the property tax receipts and utility bills for self constructed buildings, registered sale deed / transfer deed / conveyance deed or court orders approving schemes of arrangements / amalgamations (as applicable) provided to us, we report that, the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date, except for as provided below.

	As at the Balance sheet date (Amount in K Mn)			Whether
Description of property	Gross Carrying Value	Carrying value in the Standalone Financial Statements	Held in the name of	promoter, director or their relative or employee	Period held	Reason for not being in Companys name
Land	2,630	2,630	Tata	No	Held since	Ownership of these lands is
			Teleservices Limited		July 1, 2019	transferred and vested in the Company through merger scheme.
						The titles are pending mutation in the name of the Company.
Land	133	133	Amrit Bottlers Pvt. Limited	No	Held since February 12, 2010	The Company is in the possession of the property. However, conveyance deed is yet to be executed in the name of the Company.
Building	203	165	Tata Teleservices Limited	No	Held since July 1, 2019	Ownership of these buildings is transferred and vested in the Company through merger scheme.
Building	32	26	Tata Teleservices	No	Held since July 1, 2019	The titles are pending mutation in the name of the Company.
			(Maharashtra) Limited
Building	251	122	Amrit Bottlers Pvt. Limited	No	Held since February 12, 2010	The Company is in the possession of the property. However, conveyance deed is yet to be executed in the name of the Company.

Further, Property, plant and equipment includes certain immovable properties having gross carrying value of H 1,222 million

(Net carrying value of H 285 million) as at March 31, 2023 acquired as part of scheme of arrangements / amalgamations are still registered in the name of erstwhile group companies/pending mutation in the name of the Company (Refer Note 38 of Standalone Financial Statements).

In respect of immovable properties that have been taken on lease and disclosed in the financial statements as right of use assets as at the balance sheet date, the lease agreements are duly executed in favour of the Company, except for as provided below.

	As at the Balance sheet
Description of immovable properties taken on lease	date (Amount in Gross value in the carrying value Statement	K Mn) Carrying Financial	Held in name of	Whether promoter, director or their relative or employee	Period held	Reason for not being held in name of Company*
Land	15	14	Tata Teleservices Limited	No	Held since July 1, 2019	Right to use of land & building is vested in the Company through merger scheme. The duly executed
Building	235	194	Tata Teleservices Limited	No	Held since July 1, 2019	agreements are pending mutation in the name of the Company.

(d) The Company has not revalued any of its property, plant and equipment, right of use assets and intangible assets during the year.

(e) According to the information and explanations given to us, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.

(ii) (a) The company does not have any inventory and hence reporting under clause (ii)(a) of the Order is not applicable.

(ii) (b) According to the information and explanations given to us, at any point of time of the year, the Company has not been sanctioned any working capital facility from banks or financial institutions on the basis of security of current assets, and hence reporting under clause (ii)(b) of the Order is not applicable.

(iii) The Company has made investments in, provided guarantee and granted loans or advance in nature of loan, unsecured, to companies or any other parties during the year, in respect of which:

(a) The Company has provided loans (excluding loans to employees), advance in nature of loans and guarantees during the year and details of which are given below:

	Loan Amounts*	Advance in nature of loan	Guarantees
A. Aggregate amount granted / provided during the year:
- Subsidiaries	47,908	-	-
B. Balance outstanding as at balance sheet date (subsidiaries)	41,763		349,854

* Excluding loans given to Telesonic Networks Limited and Nettle Infrastructure Investments Limited (merged with company w.e.f.

April 1, 2022).

(b) The investments made, guarantees provided and the terms and conditions of the grant of all the above-mentioned loans, during the year are, in our opinion, prima facie, not prejudicial to the Companys interest.

(c) The Company has granted loans which are payable on demand. During the year, Loans amounting to H 15,668 million (excluding loans amounting 2,935 million converted in equity of wholly owned subsidiaries) have been re-paid. In our opinion, the repayments of principal amounts and receipts of interest are regular (Refer reporting under clause (iii)(f) below).

(d) According to information and explanations given to us and based on the audit procedures performed, in respect of loans provided by the Company, there is no overdue amount remaining outstanding as at the balance sheet date as the Company has not demanded such loans.

(e) None of the loans granted by the Company have fallen due during the year as the Company has not demanded such loans .

(f) Above mentioned loans in clause (iii) (a) granted by the Company are repayable on demand and represent 100% of the total loans granted.

(iv) According to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under clause (v) of the Order is not applicable.

(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the books of account maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained by the Company. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) In respect of statutory dues:

(a) Undisputed statutory dues, including Goods and Service tax, Provident Fund, Employees State Insurance, Income-tax, Duty of custom, cess and other material statutory dues applicable to the Company have been regularly deposited by it with the appropriate authorities in all cases during the year.

There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees State Insurance, Income-tax, Duty of custom, cess and other material statutory dues in arrears as at March 31, 2023 for a period of more than six months from the date they became payable.

(b) Details of statutory dues referred to in sub-clause (a) above as on March 31, 2023 on account of disputes are given below:

Name of Statue	Nature of Dispute	Period to which the amount relates	Forum where dispute is pending	Total Disputed amount
				(Rs In Mn)*
Income Tax Act, 1961	Income Tax	1999-05; 2002-08	Supreme Court	139
Income Tax Act, 1961	Income Tax	1996-98, 2002-05,	High Court	21,894
		2006-09, 2013-14;
		2004-10
Income Tax Act, 1961	Income Tax	1995-97, 2000-04,	Income Tax Appellate	1,034
		2006-08, 2014-16;	Tribunal
		2003-10
Income Tax Act, 1961	Income Tax	1999-00, 2003-04,	Commissioner of Income	1,582
		2010-11, 2012-13,	Tax (Appeals)
		2015-16; 2004-07,
		2008-10
Income Tax Act, 1961	Income Tax	2000-02, 2005-06;	Assessing Officer	5,542
		1996-97, 2003-14
Sub Total (A)				30,191
Custom Act, 1962	Custom Act	2004-2005	Assessing Officer	6
Custom Act, 1962	Custom Act	2001-2005	Supreme Court	4,128
Custom Act, 1962	Custom Act	2016-2017	Commissioner	0
Custom Act, 1962	Custom Act	2003-2019	Tribunal	1,118
Sub Total (B)				5,252
Finance Act, 1994 (Service tax)	Service Tax	1996-2009	Commissioner	158
Finance Act, 1994 (Service tax)	Service Tax	2003-2009	High Court	1,132
Finance Act, 1994 (Service tax)	Service Tax	2004-2008	Supreme Court	273
Finance Act, 1994 (Service tax)	Service Tax	1999-2017	Tribunal	15,920
Finance Act, 1994 (Service tax)	Service Tax	2016-2018	Joint Commissioner (Appeals)	13
Finance Act, 1994 (Service tax)	Service Tax	1997-2006	Deputy Commissioner	0
			(Appeal)
Sub Total (C)				17,496
Goods and Services Tax Act, 2017	AP GST	2017-2019	Joint Commissioner,	162
			(Appeal)
Goods and Services Tax Act, 2017	UP GST	2018-2019	1st Appeal	0
Goods and Services Tax Act, 2017	UP GST	2018-2019	Assistant Commissioner	0

 

Name of Statue	Nature of Dispute	Period to which the amount relates	Forum where dispute is pending	Total Disputed amount (K In Mn)*
Goods and Services Tax Act, 2017	HP GST	2019-2021	Assessing Officer	9
Goods and Services Tax Act, 2017	WB GST	2020-2021	Assessing Officer	6
Goods and Services Tax Act, 2017	Telangana GST	2017-2018	Additional Commissioner	67
Goods and Services Tax Act, 2017	Bihar GST	2017-2020	Assistant Commissioner	1,846
Sub Total (D)				2,090
Bihar VAT Act, 2005	Sales Tax	2005-2018	Tribunal	150
Delhi VAT Act, 2004	VAT	2013-2017	Special Commissioner	4
Delhi VAT Act, 2004	VAT	2015-2018	Assessing Officer	3
Delhi VAT Act, 2004	VAT	2013-2014	Tribunal	6
The Gujarat VAT Act, 2003	VAT	2016-2018	Deputy Commissioner	4
			(Appeals)
The Madhya Pradesh VAT Act, 2002	VAT	2008-2009	Assistant Commissioner	1
Punjab VAT Act, 2005	VAT	2003-2004	High Court	30
Punjab VAT Act, 2005	VAT	2008-2010	Tribunal	0
Punjab VAT Act, 2005	VAT	2007-2008	Assistant Commissioner	0
UPVAT Act, 2008	VAT	2004-2012	Assessing Officer	23
UPVAT Act, 2008	VAT	2002-2005	Assistant Commissioner	1
UPVAT Act, 2008	VAT	2003-2009	Deputy Commissioner	24
UPVAT Act, 2008	VAT	2008-2010	High Court	6
UPVAT Act, 2008	VAT	2009-2010	Joint Commissioner	1
UPVAT Act, 2008	VAT	2009-2016	Tribunal	2
UPVAT Act, 2008	VAT	2003-2009	1st Appeal	2
The West Bengal VAT Act, 2003	VAT	1995-2002	Assessing Officer	39
The West Bengal VAT Act, 2003	VAT	1996-1997	Deputy Commissioner	0
			(Appeal)
The West Bengal VAT Act, 2003	VAT	2005-2006	Revisional Authority	9
The West Bengal VAT Act, 2003	VAT	1997-1998	Tribunal	0
The Kerala VAT Act, 2003	VAT	2008-2009	Assessing Officer	0
The Kerala VAT Act, 2003	VAT	2006-2019	High Court	123
The Kerala VAT Act, 2003	VAT	2003-2004	Tribunal	0
The Karnataka VAT Act, 2003	VAT	2002-2009	Supreme Court	3,160
The Karnataka VAT Act, 2003	VAT	2005-2006	Tribunal	256
Telangana VAT Act, 2005	VAT	2009-2010	Supreme Court	487
Telangana VAT Act, 2005	VAT	2008-2017	Tribunal	127
Andhara Pradesh VAT Act, 2005	VAT	2006-2010	Supreme Court	2,849
Sub Total (E)				7,307
Haryana Local Area Development Tax Act, 2000	Entry Tax	2000-2003	Tribunal	46
HP Tax on Entry of Goods into Local Areas Act, 2010	Entry Tax	2010-2012	Tribunal	33
Karnataka Special Tax on Entry of Certain Goods Act, 2004	Entry Tax	2005-2006	High Court	172
Madhya Pradesh Sthaniya Kshetra Me Mal Ke Pravesh Par Kar Adhiniyam, 1976	Entry Tax	1999-2012	Assessing Officer	33
Madhya Pradesh Sthaniya Kshetra Me Mal Ke Pravesh Par Kar Adhiniyam, 1976	Entry Tax	1998-2008	Commissioner	3
Madhya Pradesh Sthaniya Kshetra Me Mal Ke Pravesh Par Kar Adhiniyam, 1976	Entry Tax	2000-2011	High Court	490
Madhya Pradesh Sthaniya Kshetra Me Mal Ke Pravesh Par Kar Adhiniyam, 1976	Entry Tax	2001-2003	Tribunal	10
Madhya Pradesh Sthaniya Kshetra Me Mal Ke Pravesh Par Kar Adhiniyam, 1976	Entry Tax	2006-2016	1st Appeal	8
Madhya Pradesh Sthaniya Kshetra Me Mal Ke Pravesh Par Kar Adhiniyam, 1976	Entry Tax	2006-2016	Deputy Commissioner (Appeals)	9
Madhya Pradesh Sthaniya Kshetra Me Mal Ke Pravesh Par Kar Adhiniyam, 1976	Entry Tax	2006-2016	Additional Commissioner	1
Madhya Pradesh Sthaniya Kshetra Me Mal Ke Pravesh Par Kar Adhiniyam, 1976	Entry Tax	2006-2016	Assistant Commissioner	14

 

Name of Statue	Nature of Dispute	Period to which the amount relates	Forum where dispute is pending	Total Disputed amount (K In Mn)*
Telangana tax on entry of goods into local areas act, 2001	Entry Tax	2006-2007	High Court	6
The Assam Entry Tax Act, 2008	Entry Tax	2017-2018	High Court	647
The Assam Entry Tax Act, 2008	Entry Tax	2006-2008	Revisional Authority	82
UP Tax on Entry of Goods into Local Areas Act, 2007	Entry Tax	2004-2005	Assessing Officer	0
UP Tax on Entry of Goods into Local Areas Act, 2007	Entry Tax	2001-2007	High Court	407
Orissa Entry Tax Act	Entry Tax	2006-2017	High Court	855
Bombay Provincial Municipal Corporations Act,1949	Local Body Tax	2002-2016	High Court	131
Bombay Provincial Municipal Corporations Act,1949	Local Body Tax	2010-2016	High Court	41
Sub Total (F)				2,988
U.P. Entertainments and Betting Tax Act, 1979	Entertainment Tax	2009-2010	High Court	5
Madhya Pradesh Entertainment duty and Advertisement tax Act 1936	Entertainment Tax	2016-2018	High Court	165
Sub Total (G)				170
Grand Total (A+B+C+D+E+F+G):				65,494

The above-mentioned figures represent the total disputed cases without any assessment of Probable, Possible and Remote, as done in case of Contingent Liabilities. Of the above cases, includes total amount deposited in respect of Income Tax is H 8,613 Mn, Duty of custom is H 2,664 Mn, Service Tax is H 666 Mn, Goods and Services Tax Act, 2017 is H 198 Mn, Sales Tax is H 286 Mn, Entry Tax and other Local Area/Body Taxes is H 1,591 Mn and Entertainment Tax is H nil.

* Amount less than half million are appearing as 0

(viii) According to the information and explanations given to us, there were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961) during the year.

(ix) (a) According to the information and explanations given to us, in our opinion, the Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year.

(b) According to the information and explanations given to us, the Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(c) To the best of our knowledge and belief and according to the information and explanations given to us, in our opinion, term loans availed by the Company were, applied by the Company during the year for the purposes for which the loans were obtained.

(d) To the best of our knowledge and belief and according to the information and explanations given to us, the management of the Company is of the view that the

Company is able to generate sufficient funds from long term sources either through its operations or other means to meet the working capital requirements arising from the event of short-term sources falling due for payment. On an overall examination of the Standalone Financial Statements of the Company, funds raised on short-term basis have been used during the year for long-term purposes by the Company. Refer Note 17 to the Standalone Financial Statements.

(e) According to the information and explanations given to us and on an overall examination of the Standalone Financial Statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) According to the information and explanations given to us, the Company has not raised loans during the year on the pledge of securities held in its subsidiary or joint ventures or associate companies.

(x) (a) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause (x)(a) of the Order is not applicable. Further, the Company has raised moneys through commercial papers from Qualified Institutional Buyers (QIBs) for general corporate purpose use.

(b) The Company has made private placement of shares during the year. For such allotment of shares, the Company has complied with the requirements of Section 42 and 62 of the Companies Act, 2013, and the funds raised have been, prima facie, applied by the Company during the year for the purposes for which the funds were raised. The Company has not made any private placement of (fully or partly or optionally) convertible debentures during the year.

(xi) (a) According to the information and explanations given to us and to the best of our knowledge, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

(b) According to the information and explanations given to us and to the best of our knowledge, no report under sub-section (12) of section 143 of the

Companies Act has been filed in Form ADT-4 prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.

(c) We have taken into consideration the whistle blower complaints received by the Company during the year (and upto the date of this report) and provided to us, when performing our audit.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and in our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the Standalone Financial Statements etc. as required by the applicable accounting standards.

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

(b) We have considered, the internal audit reports issued to the Company during the year and covering the period upto March 31, 2023.

(xv) According to the information and explanations given to us, in our opinion, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.

(xvi) (a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause (xvi)(a), (b) and (c) of the Order is not applicable.

(b) The Group does not have more than one CIC as part of the group.

(xvii) The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors of the Company during the year.

(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the

Standalone Financial Statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) The Company has incurred losses during the three immediately preceding financial years and hence, it is not required to spend any money under sub-section (5) of section 135 of the Act. Accordingly, reporting under clause (xx) of the Order is not applicable for the year.

	For Deloitte Haskins & Sells LLP
	Chartered Accountants
(Firms Registration No. 117366W/W-100018)
	Vijay Agarwal
	Partner
Place: New Delhi	Membership No.094468)
Date: May 16, 2023	UDIN: 23094468BGYIOH1932