adani green energy ltd share price Auditors report


To

the Members of

Adani Green Energy Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Adani Green Energy Limited ("the company"), which comprise the Balance Sheet as at March 31, 2022, the Statement of Profit and Loss, including Other Comprehensive Loss, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including 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, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, its loss and other comprehensive loss, its cash flows and the changes in equity 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 (SAs), as specified under section 143(10) of the Act, Our responsibilities under those Standards are further described in the Auditors 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 audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2022, 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, For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report, We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to these matters, Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements, The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements,

Independent Auditors Report - Standalone Financial Statements

Key audit matters How our audit addressed the key audit matter
1. Impairment assessment of Companys investments in and loans to subsidiaries (Also refer Note 5A and 6 to the standalone financial statements)
As at March 31, 2022, the carrying value of the Companys investments (in equity shares, compulsorily convertible debentures, non-convertible debentures, optionally convertible debentures, unsecured perpetual securities and preference shares) and loans given to the wholly owned subsidiaries, including step down subsidiaries amounted to H 17,837 crores and H 2,037 Crores respectively. Our audit procedures included the following:
- We obtained an understanding, assessed and tested the design and operating effectiveness of the Companys key controls related to impairment evaluation process.
- We evaluated the cash flow forecasts by comparing them to the approved budgets and our understanding of the internal and external factors, We also assessed the reasonableness of the forecasts by comparing the same to past results and other supporting evidence.
The company accounts for above investments in subsidiaries at cost, In accordance with Ind AS 36 impairment of assets, management assesses at least annually whether there are any indicators of impairment of the investments.
- We obtained and assessed the sensitivity analysis made by the management on key assumptions used for impairment assessment,
For determining the value in use of the underlying business, discounted cash flow projections are used which involves significant estimates, assumptions and judgement of long term financial projections. - We compared the carrying values of the investments and loans to subsidiaries with their respective net assets values and earnings for the period,
- We evaluated the disclosures made in the standalone financial statements for compliance with the requirement of ind AS 36 impairment of Assets
impairment assessment is a key audit matter considering significant estimates and management judgement involved in the assessment.
2. Recoverability of Deferred Tax Assets in respect to unabsorbed tax losses and unabsorbed depreciation (Also refer Note 8 to the standalone financial statements)
The Company has gross deferred tax assets in respect of brought forward tax losses/ unabsorbed depreciation amounting to H 117 Crores and net deferred tax assets of H 414 crores as at March 31, 2022. Our audit procedures in relation to recognition and measurement of deferred tax assets included the following:
- We obtained an understanding from the management, assessed and tested the design and operating effectiveness of the Companys key controls related to the recognition and measurement of deferred tax assets.
Deferred tax assets on unabsorbed depreciation or carry forward of losses are to be recognized only when sufficient future taxable income will be available against which such deferred tax assets can be realised for the Company, Under Ind AS 12 Income Taxes, the carrying amount of deferred tax asset is required to be reviewed at the end of each reporting period. - We obtained and evaluated the projections of future taxable profits by comparing the assumptions used to the underlying data such as contractual agreements which includes Power Purchase Agreement with Discom and sale of goods agreements with subsidiaries, including step down subsidiaries.
The Company has recognized deferred tax assets in respect of brought forward tax losses to the extent it is probable that future taxable profits will be available against which such carried forward tax losses can be utilized before they expire. - We performed sensitivity analysis on key underlying assumptions used in forecasting future taxable profits and expected timing of utilization of the tax losses.
Considering the involvement of managements estimation and judgment in determining reasonable certainty of sufficient future taxable income being available, which will result in utilization of the recognized deferred tax assets, we have identified recognition and measurement of deferred tax assets as a key audit matter. - We assessed the adequacy of the disclosures made in relation to deferred tax in the standalone financial statements for compliance with the requirements of relevant Ind AS.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information.

The other information comprises the information included in the Annual report, but does not include the standalone financial statements and our auditors report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated, If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact, We have nothing to report in this regard.

Responsibilities of Management 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 loss, cash flows and changes in equity 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 read with the companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial 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.

In preparing the standalone financial statements, management 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 management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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

Auditors Responsibilities 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls,

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

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

• 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.

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 for the financial year ended March 31, 2022 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.

Other Matter

The comparative financial information of the company for the year ended march 31, 2021, included in these standalone financial statements, have been audited by one of the joint auditor, Dharmesh Parikh & Co LLP and the predecessor joint auditor, B S R & Co, LLP, who had expressed an unmodified opinion on the same, vide their report dated May 5, 2021.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the central Government of india in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1"a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with companies (indian Accounting Standards) Rules, 2015, as amended;

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

(f) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in -Annexure 2- to this report;

(g) in our opinion, the managerial remuneration for the year ended March 31, 2022 has been paid / provided by the company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(h) With respect to the other matters to be included in the 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 does not have any pending litigations which would impact its financial position;

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 36 to the standalone financial statements;

iii. There were no amounts which were required to be transferred to the investor Education and Protection Fund by the Company.

iv. a) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 50 to the standalone financial statements, no funds have been advanced or loaned or invested either from borrowed funds or share premium or any other sources or kind of funds by the company to or in any other person or entity, including foreign entities ("intermediaries"), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 50 to the standalone financial statements, no funds have been received by the Company from any person or entity, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

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

v. No dividend has been declared or paid during the year by the Company.

For S R B C & CO LLP For Dharmesh Parikh & Co LLP
Chartered Accountants Chartered Accountants
ICAI Firm Registration Number: 324982E/E300003 ICAI Firm Registration Number: 112054W/W100725
per Navin Agrawal per Anuj Jain
Partner Partner
Membership Number: 056102 Membership Number: 119140
UDIN: 22056102AIJAPM4561 UDIN: 22119140AIJAGJ1320
Place of Signature: Ahmedabad Place of Signature: Ahmedabad
Date: May 04, 2022 Date: May 04, 2022

Annexure 1 referred to in Paragraph 1 of Report on Other Legal and Regulatory Requirements of our report of even date for the year ended March 31, 2022 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) (a) (A) The company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

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

(b) the company has a regular programme of physical verification of its Property, Plant and Equipment by which all Property, Plant and Equipment are physically verified by the management in the phased manner over the period of three years. In accordance with this programme, certain Property, Plant and Equipment were verified during the year and no material discrepancies were noticed on such verification. In our opinion, the periodicity of such physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) the title deeds of all the immovable properties in the nature of freehold land & buildings included in property, plant and equipment disclosed in note 4.1 to the standalone financial statements are held in the name of the Company.

(d) the company has not revalued its Property, Plant and equipment or intangible assets during the year ended March 31, 2022. According to the information and explanations given to us, the company does not have Right of use assets.

(e) there are no proceedings initiated or are pending against the company for holding any benami property under the Prohibition of Benami Property transactions act, 1988 and rules made thereunder.

(ii) (a) the inventory including stores and spare parts has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of verification by the management is reasonable and the coverage and procedure of such verification by the management is appropriate and discrepancies of 10% or more in aggregate was not noticed in respect of such verification.

(b) As disclosed in Note 17B to the standalone financial statements, the Company has been sanctioned working capital limits in excess of H five crores in aggregate from banks during the year on the basis of security of current assets of the Company. The final quarterly returns/statements filed by the Company with such banks in respect of gross value of primary security, are in agreement with the books of accounts of the Company. According to the information and explanations given to us, the company has not been sanctioned working capital limits from financial institutions.

(iii) (a) During the year, the company has granted loans, given guarantees to banks, financial institution and Bond holders against borrowings by the companys subsidiaries and provided securities against borrowings by the companys subsidiaries as follows:

(Rs. in crores)

Particulars Given guarantees on behalf of Provided securities on behalf of Loans
aggregate amount granted/ provided during the year*
- Subsidiaries, including step down subsidiaries 1,109 17 2,417
- Joint Venture of wholly owned subsidiary - - 110
- associate entity - - 10
- Others 600 - 1
Balance outstanding as at balance sheet date (including opening balance)
- Subsidiaries, including step down subsidiaries 8,654 692 1,970
- Joint Venture of wholly owned subsidiary - - 67
- associate entity - - -
- Others - - 1

* Excluding Perpetual Securities

According to the information and explanations given to us, during the year, the company has not provided loans, advances in the nature of loans, guarantees and security to firms, Limited Liability Partnerships and others.

(b) The investments in mutual funds and the terms and conditions of the grant of loans to subsidiaries, joint venture of wholly owned subsidiary, associate entity and others, are prima facie not prejudicial to the companys interest.

(c) the schedule of repayment in respect of loans granted during the year for principal and interest payment has been stipulated and the repayment or receipts are regular, and accrued interest, in certain cases, has been added to the outstanding loans at year end, as per the terms of the agreement.

(d) there are no amounts of loans and advances in the nature of loans granted to companies, which are overdue for more than ninety days.

(e) there were no loans or advances in the nature of loans granted to companies which had fallen due during the year. Accordingly, the requirement to report on clause 3(iii)(e) of the Order is not applicable to the Company.

(f) the company has not granted any loans or advances in the nature of loans, either repayable on demand or without specifying any terms or period of repayment to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(f) of the Order is not applicable to the Company.

(iv) there are no loans, investments, guarantees, and security in respect of which provisions of section 185 of the companies act, 2013 is applicable and accordingly, the requirement to report on clause 3(iv) of the Order with respect to section 185 of the companies act, 2013 is not applicable to the Company. According to the information and explanations given to us, the company has complied with the provisions of Section 186 of the companies act, 2013, to the extent applicable.

(v) the company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the companies act and the rules made thereunder, to the extent applicable. accordingly, the requirement to report on clause 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the company pursuant to the rules made by the central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same with a view to determine whether they are accurate or complete.

(vii) (a) the company is regular in depositing with appropriate authorities undisputed statutory dues including goods and services tax, provident fund, employees state insurance, income-tax, duty of customs, cess and other statutory dues applicable to it. According to the information and explanations given to us and based on audit procedures performed by us, no undisputed amounts payable in respect of these statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b) There are no dues of goods and services tax, provident fund, employees state insurance, income tax, customs duty, cess and other statutory dues which have not been deposited on account of any dispute.

(viii) the company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the income tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

(ix) (a) the company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender, although in certain cases of loans taken from related parties, interest accrued and remaining unpaid has been added to loans outstanding at year end, as per terms of the agreement.

(b) the company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(c) term loans were applied for the purpose for which the loans were obtained.

(d) On an overall examination of the financial statements of the company, the company has used funds raised on short-term basis aggregating to H 1,431 Crores for long term purposes mainly for investments in subsidiaries.

(e) On an overall examination of the financial statements of the company, the company has not specifically taken any funds from any entity or person on account of or to meet the specific obligations of its subsidiaries, associate or joint venture.

(f) the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint venture or associate company. Hence, the requirement to report on clause (ix)(f) of the Order is not applicable to the Company.

(x) (a) the company has utilized the monies raised during the year by way of initial public offer / further public offer (including debt instruments) in the nature of 4.375% Senior Secured USD Bonds for the purposes for which they were raised.

(b) the company has not made any preferential allotment or private placement of shares /fully or partially or optionally convertible debentures during the year under audit and hence, the requirement to report on clause 3(x) (b) of the Order is not applicable to the Company.

(xi) (a) No fraud/material fraud by the company or no fraud/material fraud on the company has been noticed or reported during the year.

(b) During the year, no report under subsection (12) of section 143 of the Companies Act, 2013 has been filed by cost auditor/ secretarial auditor or by us in Form ADT - 4 as prescribed under Rule 13 of companies (audit and auditors) Rules, 2014 with the Central Government.

(c) there are no whistle blower complaints received by the Company during the year.

(xii) the company is not a nidhi company as per the provisions of the Companies Act, 2013. therefore, the requirement to report on clause 3(xii) of the Order is not applicable to the Company.

(xiii) transactions with the related parties are in compliance with sections 177 and 188 of companies act, 2013 where applicable and the details have been disclosed in the notes to the standalone financial statements, as required by the applicable accounting standards.

(xiv) (a) the company has an internal audit system commensurate with the size and nature of its business.

(b) the internal audit reports of the company issued till the date of the audit report, for the period under audit have been considered by us.

(xv) The Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company,

(xvi) (a) The provisions of section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause (xvi)(a) of the Order is not applicable to the Company.

(b) The company has not conducted any Non-Banking Financial or Housing Finance activities without obtaining a valid Certificate of Registration (CoR) from the Reserve Bank of india as per the Reserve Bank of India Act, 1934.

(c) the company is not a core investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi)(c) of the Order is not applicable to the Company.

(d) there is no core investment company as a part of the Group, hence, the requirement to report on clause 3(xvi)(d) of the Order is not applicable to the Company.

(xvi) the company has incurred cash losses in the current year amounting to H 123 crores. In the immediately preceding financial year, the Company had not incurred any cash losses.

(xvii) During the year, one of the previous joint statutory auditors of the company have resigned and there were no issues, objections or concerns raised by such outgoing auditors.

(xix) On the basis of the financial ratios disclosed in note 43 to the standalone financial statements, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the standalone financial statements, 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 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) (a) in respect of other than ongoing projects, there are no unspent amounts that are required to be transferred to a fund specified in Schedule VII of the Companies act (the act), in compliance with second proviso to sub section 5 of section 135 of the Act. This matter has been disclosed in note 45 to the standalone financial statements.

(xx) (b) there are no unspent amounts in respect of ongoing projects, that are required to be transferred to a special account in compliance of provision of sub section (6) ofsection 135 of Companies Act.

(xxi) the requirement of clause 3(xxi) is not applicable in respect of Standalone Financial Statements.

For S R B C & CO LLP For Dharmesh Parikh & Co LLP
chartered accountants chartered accountants
ICAI Firm Registration Number: 324982E/E300003 ICAI Firm Registration Number: 112054W/W100725
per Navin Agrawal per Anuj Jain
Partner Partner
Membership Number: 056102 Membership Number: 119140
UDIN: 22056102AIJAPM4561 UDIN: 22119140AIJAGJ1320
Place of Signature: ahmedabad Place of Signature: ahmedabad
Date: May 04, 2022 Date: May 04, 2022

Annexure 2 to the Independent Auditors Report of even date on the Standalone Financial Statements of Adani Green Energy Limited

Report on the Internal Financial Controls 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 Adani Green Energy Limited ("the Company") as of March 31, 2022, in conjunction with our audit of the standalone financial statements of the Company 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 based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on audit of Internal Financial controls Over Financial Reporting issued by the institute of chartered accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the 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, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to these standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance note on audit of internal Financial controls Over Financial Reporting ("the Guidance Note") and the Standards on Auditing, as specified under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both issued by institute of chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to these 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 these 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 these standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the 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 these standalone financial statements.

Meaning of Internal Financial Controls With Reference to these Standalone Financial Statements

A companys internal financial controls with reference to standalone financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to standalone financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of 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 could have a material effect on the financial statements.

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, the company has, in all material respects, adequate internal financial controls with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2022, based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note issued by the Institute of Chartered Accountants of India.

For S R B C & CO LLP For Dharmesh Parikh & Co LLP
chartered Accountants chartered accountants
ICAI Firm Registration Number: 324982E/E300003 ICAI Firm Registration Number: 112054W/W100725
per Navin Agrawal per Anuj Jain
Partner Partner
Membership Number: 056102 Membership Number: 119140
UDIN: 22056102AIJAPM4561 UDIN: 22119140AIJAGJ1320
Place of Signature: ahmedabad Place of Signature: ahmedabad
Date: May 04, 2022 Date: May 04, 2022