Hindalco Industries Ltd Auditor Reports

To the Members of

Hindalco Industries Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying Standalone Financial Statements of Hindalco Industries Limited ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2024, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information in which are included the financial statements for its interest in joint operations and trusts (Refer note 1 to the standalone fi nancial statements) for the year ended on that date audited by the other auditors (hereinafter referred to as "standalone financial statements").

2. In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of other auditors on the audited fi nancial statements of the joint operations and trusts, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company, its joint operations and trusts, as at March 31, 2024, and total comprehensive income (comprising of profit and other comprehensive income), changes in equity and its cash flows for the year then ended.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the "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 fi nancial 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 and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph 13 and 14 of the Other Matter section below is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

4. Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter	How our audit addressed the key audit matter
Provisions recognised and contingencies disclosed with regards to certain legal and tax matters including uncertain tax positions
Refer Notes 6, 7, 13, and 31 to the standalone financial statements.	Our audit procedures relating to provisions recognised and contingencies disclosed with regard to certain legal and tax matters included the following:
The Company operates in a complex tax jurisdiction with certain tax exemption/ deduction that may be subject to challenge and audit by the tax authorities. Further, there are open tax matters under litigation with the tax authorities. As at March 31, 2024, the Company has, recognised provisions and disclosed contingent liabilities towards various legal and tax matters, including environmental, mining, local and state levies, income tax holidays, availing of input tax credits and such other matters.	• Understanding and evaluating the design and testing the operating effectiveness of controls over the recognition, measurement, presentation and disclosures made in the standalone financial statements in respect of these matters;
This is a key audit matter, as evaluation of these matters requires management judgement and estimation, related legal advice including those leading to interpretation of laws and regulations and application of relevant judicial precedents to determine the probability of the outflow of economic resources due to associated uncertainty related to the outcome of these tax and litigation matters for recognising provisions, disclosing contingent liabilities and making related disclosures in the standalone financial statements.	• Obtaining details of legal and tax matters, inspecting the supporting documents to evaluate managements assessment of probability of outcome and the magnitude of potential loss as well as testing related to provisions and disclosures in the standalone financial statements through inquiries with the management and legal counsel;
	• Assessing on test basis on the underlying calculation supporting the contingent liabilities and other litigation disclosures in the standalone financial statements;
	• Reviewing orders and other communication from tax and regulatory authorities and management responses thereto;
	• Assessing the management experts legal advice and opinion, as applicable, obtained by the Companys management to corroborate management assessment and evaluating competence and capabilities of the experts; and
	• Using auditors specialist for technical assistance in evaluating certain significant and judgemental complex direct and indirect tax litigation and positions in tax returns and their possible outcome.
	Based on the above procedures performed, we did not identify any material exceptions in the provisions recognised and contingent liabilities disclosed in the standalone financial statements with regard to such legal and tax matters.

Other Information

5. The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the integrated annual report, but does not include the financial statements and our auditors report thereon. The integrated 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 identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the integrated annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take appropriate action as applicable under the relevant laws and regulations.

Responsibilities of management and those charged with governance for the standalone financial statements

6. 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, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. The respective Board of Directors of the Company, its joint operations and trustees of the trusts are responsible for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company, its joint operations and trusts and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the standalone financial statements by the Directors of the Company, as aforesaid.

7. I n preparing the standalone financial statements, the respective Board of Directors of the Company, its joint operations and trustees of the trusts are responsible for assessing the ability of the Company, its joint operations and trusts to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective management either intends to liquidate the Company, its joint operations and trusts, or to cease operations, or has no realistic alternative but to do so. The respective Board of Directors of the Company, its joint operations and trustees of the trusts are also responsible for overseeing the financial reporting process of the Company, its joint operations and trusts.

Auditors responsibilities for the audit of the standalone financial statements

8. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.

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

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls. (Refer paragraph 13 below).

• 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 ability of the Company, its joint operations and trusts 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, its joint operations and trusts 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 financial statements of the joint operations and trusts which are included in the Company to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities included in the standalone financial statements of which we are the independent auditors. For the other entities included in the standalone financial statements, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

10. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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

12. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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

13. We did not audit the standalone financial statements of two joint operations included in the standalone financial statements of the Company, which constitute total assets of Rs. 13 crores and net assets of Rs. 13 crores as at March 31, 2024, total revenue of Nil, total comprehensive income (comprising of profit and other comprehensive income) of * crore and net cash in flows amounting to * crore for the year then ended. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us by the management, and our opinion on the standalone financial statements (including other information) in so far as it relates to the amounts and disclosures included in respect of these joint operations and our report in terms of sub-section (3) of section 143 of the Act including rule 11 of Companies (Audit and Auditors) Rule, 2014 of the Act including report on Other Information insofar as it relates to the aforesaid joint operations, is based solely on the reports of such other auditors. I n respect of one joint operation an emphasis of matter paragraph with regard to going concern and in respect of one joint operation, a material uncertainty related to going concern has been reported by the auditors of the respective joint operations vide their audit reports which is not considered to be material to the standalone financial statements of the Company.

* Amounts are below the rounding convention used in this report

14. The standalone financial statements of two trusts included in the standalone financial statements of the Company, which constitute total assets of Rs. 420 crores and net assets of Rs. 40 crores as at March 31, 2024, total revenue of Nil, total comprehensive income (comprising of profit and other comprehensive income) of Rs. 6 crores and net cash in flows amounting to Rs. 10 crores for the year then ended, have been prepared in accordance with generally accepted accounting principles applicable to trusts in India. The Companys management has converted the financial statements of such trusts from the accounting principles generally accepted in India to Accounting Standards specified under Section 133 of the Act. We have audited these conversion adjustments made by the Companys management. Our opinion in so far as it relates to the balances and affairs of such trusts, including other information, is based on the report of other auditors and the conversion adjustments prepared by the management of the Company and audited by us.

Our opinion on the standalone financial statements, and our report on other legal and regulatory requirements is not modified in respect of above matters with respect to our reliance on the work done and the reports of the other auditors.

Report on other legal and regulatory requirements

15. 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 B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

16. 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 and its joint operation so far as it appears from our examination of those books and those performed by the auditors of joint operations whose financial statements have been audited under the Act, except that: (i) in the absence of sufficient appropriate audit evidence for five software applications of the Company, we are unable to verify whether the backup of books of account and other books and papers maintained in electronic mode has been maintained on a daily basis on servers physically located in India during the year; (ii) the back-up of two software applications, of the Company, for the books of account and other books and papers maintained in electronic mode has been kept on servers physically located in India on a daily basis, but maintained on every working day other than holidays; and (iii) the matters stated in paragraph 16(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) ("the Rules").

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

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

(e) On the basis of the written representations received from the directors as on April 01, 2024, taken on record by the Board of Directors and the reports of the statutory auditors of joint operations, none of the directors is disqualified as on March 31, 2024, from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the maintenance of accounts and other matters connected therewith, reference is made to our remarks in paragraph 16(b) above on reporting under Section 143(3)(b) of the Act.

(g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and its joint operations, and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

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

i. The standalone financial statements disclose the impact of pending litigations on the standalone financial position of the Company, its joint operations and trusts - Refer Notes 6, 7, 13, and 31 to the standalone financial statements;

ii. Provision has been made in the standalone financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts, including derivative contracts, as at March 31, 2024 - Refer Notes 5F, 7 and 13 to the standalone financial statements in respect of such items as it relates to the Company, its joint operations and trusts;

iii. Except as referred to in Note 12C to the standalone financial statements, there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company and its joint operations during the year.

iv. (a) The respective managements of the Company and its joint operations whose financial statements have been audited under the Act, have represented to us and the other auditors of such joint operations, respectively that, to the best of its knowledge and belief, as disclosed in the notes 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 or any of such joint operations to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company or any of such joint operations ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 38(c)(viii) to the standalone financial statements);

(b) The respective managements of the Company and its joint operations whose financial statements have been audited under the Act, have represented to us and the other auditors of such joint operations, respectively that, to the best of its knowledge and belief, as disclosed in the notes to the standalone financial statements, no funds have been received by the Company or any of such joint operations from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company or any of such joint operations shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries (Refer Note 38(c)(viii) to the standalone financial statements); and

(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, performed by us and those performed by the auditors of joint operations whose fi nancial statements have been audited under the Act, nothing has come to our or other auditors notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.

v. The dividend declared and paid during the year by the Company is in compliance with Section 123 of the Act. The joint operations have not declared or paid any dividend during the year.

vi. Based on our examination, which included test checks, and that performed by the respective auditors of the joint operations, the Company and its joint operations have used multiple accounting software for maintaining their books of account which have a feature of recording audit trail (edit log) facility which operated throughout the year, except that:

(a) at the application level, the audit trail feature for one accounting software operated throughout the year for certain transactions; for fourteen accounting software, the audit trail feature operated for the later part of the financial year; for six accounting software, the audit trail feature did not operate throughout the year; for one accounting software, the audit log does not record the modification; and for one accounting software, the service auditors report on the software provided by the software service provider does not cover reporting on audit trail at the application level;

(b) at the database level, the audit trail feature for one accounting software operated only for certain transactions throughout the year; for thirteen accounting software, the audit trail feature operated for the later part of the financial year; for seven accounting software, the audit trail feature did not operate throughout the year; for one accounting software, the audit log does not record the pre-modified values; and for four accounting software, the service auditors report on the software provided by the software service provider does not cover reporting on audit trail at the database level; and

(c) In case of one joint operation, the other auditor has observed that the said joint operation has failed to maintain books of accounts in software which has a feature of recording audit trail (edit log) facility and accordingly, the same has not operated throughout the year for all relevant transactions recorded in the software. In case of another joint operation, the other auditors have not commented on the feature of recording audit trail (edit log) for the books of accounts maintained by that joint operation.

During the course of performing our procedures and those performed by the auditors of joint operations whose financial statements have been audited under the Act, except for the aforesaid instances at the application and the database levels, where the question of our commenting on whether the audit trail has been tampered with does not arise, we did not notice any instance of the audit trail feature being tampered with.

17. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act. The joint operations have not paid/ provided for managerial remuneration during the year.

Annexure A to Independent Auditors Report

Referred to in paragraph 16(g) of the Independent Auditors Report of even date to the members of Hindalco

Industries Limited on the standalone financial statements as of and for the year ended March 31, 2024

Report on the Internal Financial Controls with reference to Standalone Financial Statements under clause (i) of sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference to the standalone financial statements of Hindalco Industries Limited ("the Company") as of March 31, 2024 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date, which includes internal financial controls with reference to financial statements of the Companys two joint operations, as of that date.

Managements Responsibility for Internal Financial Controls

2. The respective Board of Directors of the Company and its joint operations, to whom reporting under clause (i) of sub section 3 of Section 143 of the Act in respect of the adequacy of the internal financial controls with reference to financial statements is applicable, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company and its joint operations considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting ("the Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). 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 Act.

Auditors Responsibility

3. 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 deemed to be prescribed under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. 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.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system with reference to financial statements and their operating effectiveness. Our audit of internal financial controls 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 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.

5. We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other matter paragraph below is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

6. A Companys internal financial controls with reference to 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 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 financial statements

7. 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 controls 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.

Opinion

8. In our opinion, the Company and its joint operations, has in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2024, based on the internal control over financial reporting criteria established by the Company and its joint operations considering the essential components of internal control stated in the Guidance Note issued by ICAI.

Other Matter

9. Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls with reference to financial statements insofar as it relates to two joint operations, is based on the corresponding reports of the auditors of such joint operations. Our opinion is not modified in respect of this matter.

Annexure B to Independent Auditors Report

Referred to in paragraph 15 of the Independent Auditors Report of even date to the members of Hindalco Industries Limited on the standalone financial statements as of and for the year ended March 31, 2024

In terms of the information and explanations sought by us and furnished by the Company, and the books of account and records examined by us during the course of our audit, and to the best of our knowledge and belief, we report that:

i. (a) (A) The Company is maintaining proper records showing full particulars, including quantitative details and situation,

of Property, Plant and Equipment.

(B) The Company is maintaining proper records showing full particulars of Intangible Assets.

(b) The Property, Plant and Equipment are physically verified by the Management according to a phased programme designed to cover all the items over a period of 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 programme, a portion of the Property, Plant and Equipment has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee), as disclosed in Note 3A on ‘Property, Plant and Equipment, Note 3C ‘Right of Use Assets, Note 3E on ‘Investment Properties and Note 9 on ‘Non-Current Assets Held for Sale to the standalone financial statements, are held in the name of the Company, except for the following (Also refer Note 3I on ‘Title deeds of the Immovable Properties pending for transfer as at 31/03/2024):

Description of property	Gross carrying value (Rs Crore)	Held in the name of	Whether promoter, director or their relative or employee	Period held - indicate range, where appropriate (Financial year-FY)	Reason for not being held in the name of the Company
Freehold Land (Property, Plant and Equipment and Investment Property) at Bharuch and Dahej;	8	Indogulf Fertilizer and Chemicals Corporation Limited	No	Since FY 20022003	The title deeds are held in the name of Indogulf Fertilizer and Chemicals Corporation Limited which has subsequently been amalgamated with the Company.
Freehold Land (Property, Plant and Equipment and Rights of Use Assets) / Buildings (Property, Plant and Equipment) at various locations	5	Indian Aluminium Company Limited	No	Since FY 20042005	The title deeds are held in the name of Indian Aluminium Company Limited which has subsequently been amalgamated with the Company.
Freehold Land (Property,Plant and Equipment) at Kuppam	1	SAPA Extrusion India Private Limited	No	Since FY 20212022	The title deeds are held in the name of the SAPA Extrusion India Private Limited which has subsequently been acquired by the Company.
Freehold Land (Property, Plant and Equipment) at Mahan unit	4	Various individual landowners	No	Since FY 2013 -2014	Certain original land- related documents held in the name of original landowners were submitted to the bank that had provided borrowing for the Mahan project. These original documents are required to be submitted to the land department in order to get the title deed registered in the name of the Company. The Company is awaiting receipt of these original land-related documents from the bank to initiate the process of transfer of the title of the land in favour of the Company.
Freehold Land (Property, Plant and Equipment) at Kathautia mine	27	Various individual landowners	No	Since FY 2018 -2019	Approval of the District collector is awaited which is a prerequisite as per the Chota Nagpur Tenancy Act, 1908 to transfer the title deed in the name of the company. The company is in the process of obtaining these approvals.

(d) The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year. Consequently, the question of our commenting on whether the revaluation is based on the valuation by a Registered Valuer, or specifying the amount of change, if the change is 10% or more in the aggregate of the net carrying value of each class of Property, Plant and Equipment (including Right of Use assets) or intangible assets does not arise.

(e) Based on the information and explanations furnished to us, no proceedings have been initiated on or are pending against the Company for holding benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder, and therefore the question of our commenting on whether the Company has appropriately disclosed the details in the financial statements does not arise.

ii. (a) The physical verification of inventory excluding stocks with third parties has been conducted at reasonable intervals by

the Management during the year and, in our opinion, the coverage and procedure of such verification by Management is appropriate. In respect of inventory lying with third parties, these have substantially been confirmed by them. The discrepancies noticed on physical verification of inventory as compared to book records were not 10% or more in aggregate for each class of inventory.

(b) During the year, the Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, from banks on the basis of security of current assets. The Company has filed quarterly returns or statements with such banks, which are in agreement with the unaudited books of account.

The Company has filed provisional statement with the bank for the quarter ended March 31, 2024, with respect to Companys Aluminium division and the final statement will be submitted to the bank upon finalization of the audited financial statements. (Also, refer Note 38(c)(x) to the standalone financial statements).

iii. (a) During the year, the Company has made investments in 5 companies, 72 mutual fund schemes, 5 Commercial papers,

2 Certificate of deposits, 7 Bonds/Debentures, granted unsecured loans to three companies and its 360 employees. The aggregate amount during the year, and balance outstanding at the balance sheet date with respect to such loan to its subsidiaries and to its employees are as per the table given below:

Particulars	Aggregate amount of loan granted / provided during the year * (Rs Crore)	Balance outstanding as at balance sheet date in respect of these cases* (Rs Crore)
Subsidiaries	76	Nil
Others	3	3

*excludes amount granted to Hindalco Employee Welfare Trust for administering share based awards to employees of the Company.

(Also, refer Note 5E and Note 30 to the standalone financial statements)

(b) In respect of the aforesaid investments/loans, the terms and conditions under which such loans were granted/ investments were made are not prejudicial to the Companys interest.

(c) In respect of the loans, the schedule of repayment of principal and payment of interest has been stipulated, and the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest as applicable.

(d) In respect of the loans, there is no amount which is overdue for more than ninety days.

(e) There were no loans /advances in nature of loans which have fallen due during the year and were renewed/extended. Further, no fresh loans were granted to same parties to settle the existing overdue loans/advances in nature of loan.

(f) The loans granted during the year, including to related parties had stipulated the scheduled repayment of principal and payment of interest and the same were not repayable on demand.

iv. In our opinion, the Company has complied with the provisions of Sections 186 of the Companies Act, 2013 (the "Act") in respect of the loans and investments made, and guarantees and security provided by it. The Company has not granted any loans or made any investments or provided any guarantees or security to the parties covered under Sections 185 of the Act. Therefore, the reporting under clause 3(iv) of the Order to that extent are not applicable to the Company.

v. The Company has not accepted any deposits or amounts which are deemed to be deposits referred in Sections 73, 74, 75 and 76 of the Act and the Rules framed there under.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) In our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of income tax and provident fund, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including profession tax, goods and services tax, employees state insurance, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities. Also, refer Note 14A(ii) to the standalone financial statements regarding managements assessment on certain matters relating to provident fund.

(b) There are no statutory dues of provident fund and profession tax as referred to in sub-clause (a) which have not been deposited on account of any dispute. The particulars of other statutory dues referred to in sub-clause (a) as at March 31, 2024, which have not been deposited on account of a dispute, are as follows:

Name of the statute	Nature of dues	Amount (Rs in crore)#	Forum where the disputes are pending	Period to which the amount relates
Central Sales Tax Act and Local Sales Tax (including VAT) Act	Sales Tax	6	Assistant Commissioner/Deputy Commissioner /Commissioner/ Revisionary Authorities/ Joint Commissioner (A) /Additional Commissioner (A)	1995-2017
		5	Customs, Excise and Service Tax Appellate Tribunal (CESTAT)	1996-1997 and 2002-2007
		15	High Court	1999-2007 and 2012-13
		*	Tribunal	2005-11
The Central Excise Act, 1944	Excise Duty	8	Assistant Commissioner/Deputy Commissioner /Commissioner/ Revisionary Authorities/ Joint Commissioner (A) /Additional Commissioner (A)	1995-2018
		860	Customs, Excise and Service Tax Appellate Tribunal (CESTAT)	1999-2019
		207	High Court	2001-18
		14	Supreme Court	2003-2007, 2014- 15 and 2015- 16
	Clean environment cess	16	Customs, Excise and Service Tax Appellate Tribunal (CESTAT)	2017-18
The Customs Act, 1962	Custom Duty	31	Assistant Commissioner/Deputy Commissioner /Commissioner/ Revisionary Authorities/ Joint Commissioner (A) /Additional Commissioner (A)	2004-2021
		6	Customs, Excise and Service Tax Appellate Tribunal (CESTAT)	2004-2018
		9	High Court	2014-15
The Service Tax under the Finance Act, 1994	Service Tax	3	Assistant Commissioner/Deputy Commissioner /Commissioner/ Revisionary Authorities/ Joint Commissioner (A) /Additional Commissioner (A)	1996-1997, 2005-2006 and 2007-2018
		494	Customs, Excise and Service Tax Appellate Tribunal (CESTAT)	2001-2018
		20	High Court	2013-17
The Central Goods and Service Tax Act, 2017	Goods and service tax	273	Assistant Commissioner/Deputy Commissioner /Commissioner/ Revisionary Authorities/ Joint Commissioner (A) /Additional Commissioner (A)	2016-17 to 202324
		81	High Court	2017-22
Income Tax Act, 1961	Income Tax	29	Commissioner of Income tax (Appeals)	2006-2007, 2015-2017 and 2019-2020
Building and Other Construction Workers Welfare Cess Act, 1996	BOCW Cess	191	State Labour Commissioner	2008-18
Mines and Minerals (Development and Regulation) Act, 1957	Royalty	62	Certificate Officer/Commissioner cum revisional authority	1991-2011, 2008-2020
Orissa Entry Tax, 1999	Entry Tax	*	High Court	2003-18
		27	Supreme Court	2007-18
		24	Tribunal	2007-12
Uttar Pradesh Tax on Entry of Goods into Local Areas Act, 2007	Entry Tax	298	High Court	2000-12
Uttar Pradesh Stamp Act	Stamp Duty	253	High Court	2006-07
Uttar Pradesh Kshetra Panchayat and Zila Panchayat Adhiniyam, 1961	Toll Tax	54	High Court	2003-17
Gujarat Sales Tax Act, 1969	Sales Tax	5	Assistant Commissioner/Deputy Commissioner /Commissioner/ Revisionary Authorities/ Joint Commissioner (A) /Additional Commissioner (A)	1998-1999, 2002-2003
Madhya Pradesh VAT Act, 2002	Sales Tax	*	Assistant Commissioner/Deputy Commissioner /Commissioner/ Revisionary Authorities/ Joint Commissioner (A) /Additional Commissioner (A)	2008-2009
Procurement of Energy from Renewable Resources, 2010 (Regulations)	Renewable Power Obligation	5	High Court	2010-11

The above amounts does not include the matters where the Company has favourable orders at various forums without an outstanding demand as at year end and the Revenue authorities have preferred an appeal.

# above amounts are net of payments made under protest.

* Represents amounts below the rounding off convention used in this report.

viii. There are no transactions previously unrecorded in the books of account that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

ix. (a) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest to any lender during the year.

(b) On the basis of our audit procedures, we report that the Company has not been declared Wilful Defaulter by any bank or financial institution or government or any government authority.

(c) The Company has not obtained any term loans during the year ended March 31, 2024 and there was no unutilized balance of term loan obtained in earlier years as on April 1, 2023. Accordingly, reporting under clause 3(ix)(c) of the Order is not applicable to the Company.

(d) According to the information and explanations given to us, and the procedures performed by us, and on an overall examination of the standalone financial statements of the Company, we report that no funds raised on short-term basis have been utilised for long-term purposes by the Company.

(e) On an overall examination of the standalone financial statements of the Company, we report that during the year, 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 and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

x. (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments)

during the year. Accordingly, the reporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares or fully or partially or optionally convertible debentures during the year. Accordingly, the reporting under clause 3(x)(b) of the Order is not applicable to the Company.

xi. (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, except for an instance aggregating Rs. 2 crores identified by management and for which the management has taken appropriate steps including implementation of additional controls, we have neither come across any instance of material fraud by the Company or on the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

(b) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, a report under Section 143(12) of the Act, in Form ADT-4, as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 is required to be filed with the Central Government in relation to the matter explained in clause (xi)(a) above, and in connection with that filing we are taking appropriate steps.

(c) During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, the Company has received whistle-blower complaints during the year, which have been considered by us for any bearing on our audit and reporting under this clause. In respect of two complaints, for which preliminary findings of the investigations have been provided to us by management, our consideration of the complaint having any bearing on our audit is limited to such preliminary findings.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the reporting under clause 3(xii) of the Order is not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of related party transactions have been disclosed in the standalone financial statements as required under Indian Accounting Standard 24 "Related Party Disclosures" specified under Section 133 of the Act.

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

(b) Some of the Internal Audit Reports of the Company are in progress and accordingly, we have considered the Internal Audit Reports completed and made available to us for the purpose of our audit.

xv. In our opinion, the Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the reporting on compliance with the provisions of Section 192 of the Act under clause 3(xv) of the Order is 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. Accordingly,

the reporting under clause 3(xvi)(a) of the Order is not applicable to the Company.

(b) The Company has not conducted non-banking financial / housing finance activities during the year. Accordingly, the reporting under clause 3(xvi)(b) of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, the reporting under clause(xvi)(c) of the Order is not applicable to the Company.

(d) Based on the information and explanations provided by the management of the Company, the Group, as defined in the Core Investment Companies (Reserve Bank) Directions, 2016, has five CICs as part of the Group. We have not, however, separately evaluated whether the information provided by the management is accurate and complete.

xvii. The Company has not incurred any cash losses in the financial year or in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors during the year and accordingly the reporting under clause 3(xviii) of the Order is not applicable.

xix. On the basis of the financial ratios (Also refer Note 37 to the standalone financial statements), ageing and expected dates of realisation 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 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. 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, as at balance sheet date, the Company does not have any amount remaining unspent under Section 135(5) of the Act. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable.

(b) The Company has transferred the amount of Corporate Social Responsibility remaining unspent under sub-section

(5) of Section 135 of the Act pursuant to ongoing project/(s) to a special account in compliance with the provision of sub-section (6) of Section 135 of the Act. (Also, refer Note 38(a) to the standalone financial statements)

xxi. As required by paragraph 3(xxi) of the CARO 2020, we report that the auditors of the following joint operation companies, which are companies incorporated in India, have given qualification or adverse remarks in their CARO report on the standalone financial statements of the respective joint operation companies which are consolidated in standalone financial statements of the Company:

Sr. Name of the No. Company	CIN	Relationship with the Holding Company	Date of the respective auditors report	Paragraph number and comment in the respective CARO report reproduced below
1 Mahan Coal Limited	U01010MP2006PLC018586	Joint Operation	May 16, 2024	xiv. The Company did not have an internal audit system for the year under Audit.
				xvii. The Company has incurred cash losses during the current financial year as well as in the immediately preceding financial year. The amount of cash loss during the current year is Rs. 1,198.49 and Rs. 2,065.01 (? In hundreds) in the immediately preceding financial year.
2 Tubed Coal Mines Limited	U10100MH2007PLC174466 Joint Operation	April 24, 2024	vii. (b) According to the information and explanations provided by management and the records examined by us, the Company is yet to pay Professional Tax of Rs. 4,600/- for FY 18-19, Rs. 4,600/- for FY 19-20, Rs. 4,600/- for FY 20-21, Rs. 3,700/- for FY 21-22, Rs. 2,500/- for FY 22-23 and Rs. 10,368/- for FY 23-24.

 

Place : Mumbai

Date : May 24, 2024