essar shipping Auditors report

To the Members of Essar Shipping Limited Report on the Audit of the Standalone Financial StatementsOpinion

We have audited the Standalone Financial Statements of Essar Shipping Limited ("the Company"), which comprises of the balance sheet as at 31^st March 2023, the statement of profit and loss (including Other Comprehensive Income), statement of cash flows and the statement of changes in equity for the year then ended, and notes to the Standalone Financial Statements, other including a summary of significant explanatory information.

In our opinion and to the best of our information and according to the explanations given to us,the aforesaid Standalone Financial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with 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 31^st March 2023, the profit Comprehensive Income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on

Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the 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 (ICAI) together with the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our opinion on the Standalone Financial Statements.

Material Uncertainty Related to Going Concern

We draw attention to Note No. 28 to the Standalone Financial Statements, which indicates that as on 31^st March 2023 the Company has accumulated losses of Rs. 6,821.80 crore as against capital and reserves of Rs.5,218.33 crore. The Company has also defaulted on several loans and some of the lenders of the Company have filed application before the High Court / National Company Law Tribunals / Debt Recovery Tribunals for recovery of overdue amounts and / or enforcement of guarantees. The Company has disposed off most of its assets with a view to pay off its outstanding dues to lenders / vendors.. . The Companys current liabilities substantially exceed its current assets as on 31^st March 2023. This indicates that a material uncertainty exists that may cast doubt on the Companys ability to continue as a going concern. The Company, however, has represented that, as mentioned in Note No. 28 to the Standalone Financial Statements, the management is exploring business opportunity for a future business build up. Further, the company has bought one tug during the year and given to a customer on Bareboat charter hire.

Our opinion on the Standalone Financial Statements is not modified for the above matter.

Emphasis of Matter

a. We draw attention to Note No.9(A) of the Standalone Financial Statements relating to recognition of gain on settlement with one of the banks. Standby Letter of Credit (SBLC) issued by the Company with the said bank for Rs.303.37 crore in earlier years to secure a loan availed by a subsidiary, were invoked in an earlier year. In the preceding year, the Company had settled the loan with the said bank and paid the dues through monetisation of assets. Pending outstanding bank guarantee, ‘no due certificate has not been received from the said bank. The

Company does not expect any additional liability to devolvepositionincluding Other in this regard. During the year, the Company has accounted for the gain of Rs. 340.80 Crore on One Time Settlement and included the same under Exceptional Items.

b. We draw attention to Note No. 6(C) of the Standalone Financial Statements relating to recognition of revenue amounting to Rs. 369.81 crore (including accrued interest up to 31^st March 2018) in the financial year 2017-18 based on compensation granted to the Company in the arbitration proceedings for breach of contract terms by a charterer of which Rs. 305.81 crore remains outstanding receivable as on 31^st March 2023. The Company is confident of full recovery of its claims. However, pending conclusion of the said proceedings, no interest is accrued on the same for the period 1^st April 2018 till 31^st March 2023;

c. We draw attention to Note No.6(B) and 11 of the Standalone Financial Statements, relating to netting off of Rs. 331.26 Crore payable to a wholly owned overseas subsidiary with the amount receivable from the said subsidiary. This is subject to pending application and approval from the regulatory authorities.

d. In an earlier year, loan of Rs. 25 Crore taken by the Company from an Alternate Investment Fund (AIF) was assigned to Environ Energy Corporation India Private Limited (EECIPL). The NCLT vide its order dated 19th May, 2021 has ordered EECIPL to be liquidated in terms of Section 33(2) of IBC Code, 2016. The Company does not expect any claim from the liquidator and hence, during the year, the Company has written back Rs. 35.41 Crore (Comprising principal of Rs. 25 Crore and interest of Rs. 10.41 crore) and included the same under Exceptional Items.

e. Borrowings from various lenders are subject to confirmation/ reconciliation Our opinion is not modified in respect of the above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matters described in the Material Uncertainty Related to Going Concern paragraph, we have determined the matters described below to be the key audit matters to be communicated in our report:

Key Audit Matter	Auditors Response
Going concern
As on 31st March 2023, the Company has accumulated losses of Rs. 6,821.80 crore as against capital and reserves of Rs. 5,218.33 crore.	Our audit included but was not limited to the following activities:
	1. Requested external confirmation of balances from each of these lenders to confirm the balance outstanding as on 31 March, 2023;
The Company has also defaulted on several loans and lenders have initiated recovery proceedings as mentioned in Note No. 28 of the Standalone Financial Statements. The Company has disposed off most of its assets with a view to pay off its outstanding dues to lenders / vendors. The value of the security offered in connection with various borrowings as at 31st March 2023 is substantially lower than the amounts outstanding to the lenders. The Companys current liabilities exceeds its current assets as on 31 March, 2023	2. Assessing managements steps being taken to meet liabilities as and when they become due for payment;
	3. Obtained and evaluated the Companys plans to repay these loans (with interest) through communication letters and the extent of steps taken for the same;
	4. Obtaining and evaluating various communications with the lenders for the one- time settlement proposed by the Company.
(Refer Note No. 28 of Standalone Financial Statements). All these factors indicate that a material uncertainty exists that may cast doubt on the Companys ability to continue as a going concern.	5. Evaluating legal and other developments related to the Company and / or its subsidiaries based on Minutes of the Audit Committee and Board of Directors
	We found the key assumptions were supported by the available evidence. Based on the audit procedures performed, we found disclosures in the Standalone Financial Statements to be appropriate.
Evaluation of Litigation matters	Our audit included but was not limited to the following activities:
The Company has certain significant open legal proceedings including under arbitration for various matters with the Lenders & Customers, continuing from earlier years (Refer Note No. 22 of Standalone Financial Statements)	Assessing managements position through discussions with the management including review of external legal opinions obtained by the Company (where considered necessary) on both, the probability of success in the aforesaid cases and the magnitude of any potential loss;
	Discussion with the management on the development in these litigations during the year ended 31st March 2023;
	Review of the disclosures made by the Company in the Standalone Financial Statements in this regard; Obtaining representation letter from the management on the assessment of these matters (including the basis of the judgement).

Information other than the Standalone financial Statements and Auditors Report thereon

The Companys Board of Directors is responsible for the preparation of the Other Information. The Other Information comprises of the information included in the Annual Report including its annexures, Corporate Governance and Shareholders Information, but does not include the Standalone Financial Statements and our independent auditors report thereon. The Companys annual report is expected to be made available to us after the date of this auditors report.

Our opinion on the Standalone Financial Statements does not cover the Other Information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the Other Information 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 the Other Information, we are required to report that fact.

Responsibilities of the 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, total comprehensive income, changes in equity and cash flows the Company in accordance with 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the 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 the management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Companys management and 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 independent 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 Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in 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 Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. audit We also: findings, including any

• 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 of 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 control systems 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 event or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If weconclude 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 independent 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.

Obtain sufficient appropriate audit evidence regarding the Standalone Financial Statements of the Company to express an opinion on the Standalone Financial Statements.

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 significant audit and 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 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 disclosures about the matters or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143 (11) of the Act, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the "Annexure A" 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 Income, Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account;

d. In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. The matters described under "Emphasis of Matter" paragraph and the Going Concern matter described under the "Material Uncertainty Related to Going Concern" paragraph, in our opinion, may have an adverse effect on the functioning of the Company; f. On the basis of the written representations received from the directors as on 31^st March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March 2023 from being appointed as a director in terms of Section 164(2) of the Act;

g. With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls with reference to Standalone Financial Statements;

h. 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 requisite approvals mandated by the provisions of Section 197, read with Schedule V of the Act; i. 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:

a) The Company does not have any pending litigations on its financial position in its Standalone Financial Statements, other than as mentioned in Note No. 22 to the Standalone Financial Statements;

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

c) The Company is not required to transfer any amount to the Investor Education and Protection Fund during the ended 31^st March 2023;

d) i) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the notes to accounts (refer Note no.31), 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, 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;

ii) The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the notes to the accounts (refer Note No.32), 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, 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

iii) Based on such audit procedures that we have 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) contain any material misstatement. e) The Company has not declared or paid any dividend during the year. f) As the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. April 1,2023, reporting under this clause is not applicable for the year under audit.

	For C N K & Associates LLP
	Chartered Accountants
	Firm Registration No.: 101961 W/W - 100036
	Diwakar Sapre
	Partner
	Membership No. 040740
	UDIN: 23040740BGSEUH3060
Place: Mumbai
Date: 29th May, 2023

Annexure – A to the Independent Auditors Report Referred to in Para 1 ‘Report on Other Legal and Regulatory Requirements in our Independent Auditors Report to the members of the Company on the Standalone Financial Statements for the year ended 31^st March 2023.

To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that: (i) In respect of the Companys Property, Plant and Equipment and Intangible Assets:

(a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment;

(B) The Company does not have any intangible assets;

(b) Property, plant and equipment have been physically verified by the management at reasonable intervals in accordance with a regular program of verification. The discrepancies noticed on such verification, which in our opinion are not material, have been appropriately dealt with in the books of account;

(c) Based on our examination of the registered sale deeds provided to us, we report that the title deeds of all the immovable properties, comprising of freehold land, are held in the name of the Company as at the balance sheet date;

(d) The Company has not revalued its Property, Plant and Equipment (including right-of-use assets) and intangible assets or both during the year;

(e) The Company does not have any proceedings initiated or pending for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder;

(ii) The company does not hold any inventory throughout the year and therefore clause 3 (ii) of the Order is not applicable to the Company for the year under Audit;

(iii) During the year, the Company has granted loan to a wholly owned step down Company, details of which are as under: (Rs. In crore)

Particulars	Loan amount granted during the year	Closing balance as at 31st March, 2023
Loan to wholly owned step down subsidiary	13.19	25.43 (Fully impaired)

As the said wholly owned step down subsidiary is undergoing CIRP, the said loan has been fully impaired. Other than the above, the Company has not given any loan, made investments in, provided any guarantee or security to companies, firms, Limited Liability Partnerships or any other parties. There are no loans that have fallen due during the year which have been renewed or extended or fresh loans granted to settle the overdues of existing loans given to same parties. Further, 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.

(iv) The Company has complied with the provisions of section

185 and 186 of the Act, in respect of loans, investments, guarantees and securities, as applicable;

(v) The Company has not accepted any deposits or amounts deemed to be deposits to which directives of the Reserve Bank of India and provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under apply. Accordingly, clause 3(v) of the Order is not applicable to the Company for the year under audit.

(vi) The Company is not required to maintain cost records pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under sub-section (1) of section 148 of the Act. Accordingly, clause 3(vi) of the Order are not applicable to the Company for the year under audit.

(a) Except for delays ranging from 1 to 6 days in payment of Tax Deducted at Source and Goods and Service Tax, the Company has been generally regular in depositing undisputed statutory dues including provident fund, duty of customs, goods and service tax and other material statutory dues as applicable with appropriate authorities. There are no undisputed statutory dues outstanding as at 31^st March 2023, for a period of more than six months from the date they became payable;

(b) The particulars of dues of Income Tax, Goods and Service tax, Duty of Customs and Duty of Excise or cess as at 31^st March 2023 which have not been deposited on account of a dispute, are as follows: (Rs. In crore)

Name of the Statute	Nature of Dues	Amount	Period to which the amount relates	Forum where the matter is pending
Income Tax Act, 1961	Income Tax	Rs 39.09	A.Y. 2013-14	The High Court of Bombay

(vii) There are no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961, (43 of 1961);

a) The Company has defaulted in repayment of loans and borrowings to Financial Institution, banks, government or dues to Debenture holders, the delay of such defaults continuing at the balance sheet date as under:

Lender Name	Amount of default of principal as atthe balance sheet date	Amount of default of interest as at the balance sheet date	Period of Default
Debenture
Holders
Rajasthan Rajya	Nil	1.68	758 days
Vidyut Prasaran
Nigam Limited
Financial
Institutions
IL & FS	0.07	1.32	1481 days
Total	0.07	3.00

b) As informed to us, the Company has not been declared wilful defaulter by any bank or financial institution or other lender;

c) On an examination of records of the Company, we report that the term loans were applied for the purpose for which the loans were obtained;

d) On an overall examination of the Standalone Financial Statements of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company;

e) 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) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies;

g) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Hence, clause 3(x)(a) of the Order is not applicable to the Company for the year under audit;

h) The Company has not made any preferential allotment or private placement of shares or fully or partly or optionally convertible debentures during the year under review. Therefore, clause 3(x) of the Order is not applicable to the Company for the year under audit;

i) There are no instances of fraud by the Company or on the Company noticed or reported during the year;

j) No report under sub-section (12) of section 143 of the Companies Act hasbeenfiledby the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report;

k) As represented to us by the management, there are no whistle blower complaints received by the Company during the year;

(viii) The Company is not a Nidhi company and therefore clause 3 (xii) of the Order is not applicable to the Company for the year under Audit;

(ix) The Company is in compliance with sections 177 and 188 of Companies Act, 2013 where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the Standalone Financial Statements as required by the applicable accounting standards;

a) In our opinion, the Company has an internal audit system which is commensurate with the size and nature of its business.

b) Based on the Internal Audit Reports made available to us, we have considered the observations of the internal auditors of the Company, in determining the nature, timing and extent of our audit procedures, for the year under audit;

(x) The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, clause 3(xv) of the Order is not applicable to the Company for the year under audit;

a) In our opinion, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934 and therefore, clause 3(xvi)(a), (b) and (c) of the Order is not applicable to the Company;

b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi) (d) of the Order is not applicable to the Company;

(xi) The Company has not incurred cash losses during the financial year after considering exceptional items. The Company has incurred cash losses of Rs. 204.49 Crore during immediately preceding financialyear.

(xii) There has been no resignation of the Statutory Auditors of the Company during the year and accordingly the reporting under clause 3(xviii) is not applicable for the year under audit.

(xiii) 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 financial statements, the auditors knowledge of the Board of Directors and management plans, we are of the opinion that a material uncertainty exists as on the date of the audit report that the 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;

(xiv) Considering that the Company does not have profits, provisions relating to Corporate Social Responsibility are not applicable to the Company. Accordingly, clause 3(xx) of the Order is not applicable to the Company for the year under audit.

	For C N K & Associates LLP
	Chartered Accountants
	Firm Registration No.: 101961 W/W - 100036
	Diwakar Sapre
	Partner
	Membership No. 040740
	UDIN: 23040740BGSEUH3060
Place: Mumbai
Date: 29th May, 2023

Annexure - B to the Independent Auditors Report of even date on the standalone financial statements of Essar

Shipping Limited

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

Opinion

We have audited the internal financial controls with reference to financial statements of Essar Shipping Limited ("the Company") as of 31 March, 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, an adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at 31 March, 2023, based on the internal control with reference to 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 ("Guidance Note").

Managements Responsibility for Internal Financial Controls

The Companys management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. 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 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 (hereinafter referred to as "the Act").

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to 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 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 financial statements and their operating effectiveness. Our audit of internal financialcontrols with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control with respect to financial statements based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the standalone 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 financial statements.

Meaning of Internal Financial Controls with reference to financial statements

A companys internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to 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 standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized 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 financial statements

Because of the inherent limitations of internal financial controls with reference to 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 financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

	For C N K & Associates LLP
	Chartered Accountants
	Firm Registration No.: 101961 W/W - 100036
	Diwakar Sapre
	Partner
	Membership No. 040740
	UDIN: 23040740BGSEUH3060
Place: Mumbai
Date: 29th May, 2023