Jindal Poly Investment & Finance Company Ltd Auditor Reports

To

The Members of

Jindal Poly Investment and Finance Company Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone fi nancial statements of Jindal Poly Investment and Finance Company Limited ("the Company"), which comprise the balance sheet as at March 31, 2024, and the Statement of Profi t and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone fi nancial statements, including a summary of Material accounting policies and other explanatory information (hereinafter referred to as "the standalone fi nancial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone fi nancial 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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, the Profi t (fi nancial performance including other comprehensive income), changes in equity and its cash fl ows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone fi nancial statements in accordance with the Standards on Auditing (SAs) specifi ed under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor?s Responsibilities for the Audit of the Standalone fi nancial 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 fi nancial statements under the provisions of the Act and the Rules made thereunder, and we have fulfi lled our other ethical responsibilities in accordance with these requirements and the ICAI?s Code of Ethics. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our opinion on the standalone fi nancial statements.

Emphasis of Matter

We draw attention to the following matter in the Notes to the consolidated fi nancial statements:

a) The company holds an investment in 0% Redeemable Preference Shares of Jindal India Powertech Limited (JIPL). Based on the valuation report by an IBBI registered valuer as of March 31, 2023, the value of these preference shares has been reinstated to their face value. Consequently, the company has carried these shares at amortized cost as of March 31, 2023 and March 31, 2024. During the fi nancial year 2023-24, a Fair Value Gain on these preference shares has been recognized, amounting to Rs. 2778.81 lakhs (Previous Year 40,250.32 Lakhs) (including exceptional items gain) and fair value has been recognised through Profi t and loss account (FVTPL). (Refer Note no. 3)

Our opinion is not modifi ed in respect of above matter. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most signifi cance in our audit of the standalone fi nancial statements for the year ended 31 March 2024. These matters were addressed in the context of our audit of the standalone fi nancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matter described below to be the key audit matters to be communicated in our report. We have fulfi lled the responsibilities described in the auditor?s responsibilities for the audit of the standalone fi nancial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risk of material misstatement of the standalone fi nancial statements. The results of our audit procedures, including the procedures performed to address the matters below provide the basis for the audit opinion on the accompanying standalone fi nancial statements.

Key audit matters	How our audit addressed the key audit matter
1) Fair Valuation of Investments in Un-quoted Securities (as described in Note 3 and Note 25 of the standalone financial statements)	We have reviewed the unaudited fi nancial fi gures of the investee entities as produced to us by the management of the company for our verifi cation, where the Net worth/ Book value of the entities is positive as at 31/03/2024.
As of March 31, 2024, the Company holds investments amounting to Rs. 15,770.35 lakhs in unquoted equity shares and Rs. 56,348.21 lakhs in unquoted preference shares.	However, as per Ind AS, the investment in equity in associate has been opted to present at cost and for investment in redeemable preference shares, the amortised cost method of disclosure has been opted.
The Company?s investments include unlisted equity shares, 0% redeemable preference shares, and 1% non- cumulative redeemable preference shares in group companies.
Given the improvement in the fi nancial performance and the positive net worth of the issuers of the redeemable preference shares and non-cumulative redeemable preference shares, management has determined that no valuation is required for impairment testing.

Information Other than the Standalone fi nancial statements and Auditor?s Report Thereon

The Company?s Board of Directors is responsible for the other information. The other information comprises the information included in the Board?s Report, but does not include the standalone financial statements and our auditor?s report thereon.

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

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

Responsibility of Management and Those Charged with Governance for the Standalone financial statements

The Company?s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone fi nancial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 fi nancial 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 Board of Directors is responsible for assessing the Company?s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The company?s Board of Directors are also responsible for overseeing the Company?s fi nancial reporting process.

Auditor?s Responsibilities for the Audit of the Standalone fi nancial statements

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

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

• Identify and assess the risks of material misstatement of the standalone fi nancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is suffi cient 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 fi nancial controls with reference to standalone fi nancial statements in place and the operating effectiveness of such controls.

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

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

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

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and signifi cant audit fi ndings, including any signifi cant defi ciencies 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 signifi cance in the audit of the standalone fi nancial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor?s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefi ts of such communication.

Report on Other Legal and Regulatory Requirements

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

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

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

c) The Balance Sheet, the Statement of Profi t and Loss (including Other Comprehensive Income), Statement of Change in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone fi nancial statements comply with the Ind AS specifi ed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015, as amended.

e) On the basis of written representations received from the directors as on 31 March, 2024, taken on record by the Board of Directors, none of the directors is disqualifi ed as on 31 March, 2024, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal fi nancial controls with reference to standalone fi nancial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

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

i. As informed by the management, the Standalone Financial Statements (‘SFS?) discloses the impact of pending litigations if any on the fi nancial position of the company. (Refer note 23 to SFS)

ii. The Company did not have any long-term contracts including the derivative contracts for which there were any material foreseeable losses.

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

iv. (a) The Management has represented that to the best of its knowledge & belief, the Company has not advanced, loaned or invested any funds (either from borrowed funds or share premium or any other sources or kind of funds) in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identifi ed in any manner whatsoever by or on behalf of the Company ("Ultimate Benefi ciaries") or provide any guarantee, security or the like on behalf of the Ultimate Benefi ciaries.

(b) The Management has represented that to the best of its knowledge & belief, the Company has not received any funds from any persons or entities 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 identifi ed in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Benefi ciaries") or provide any guarantee, security or the like on behalf of the Ultimate Benefi ciaries.

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

v. The Company has not declared or paid the dividend during the year and thus the compliance with section 123 of the Companies Act 2013 is not applicable. vi. The Company has used accounting software?s for maintaining its books of account for the fi nancial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

Further, Proviso to Rule3(1) of the Companies(Accounts) Rules,2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the company with effect from April 1,2023,and accordingly, reporting under Rule 11(g) of Companies(Audit and Auditors) Rules,2014 is not applicable for the fi nancial year ended March 31,2024.

2. With respect to the matter to be included in the Auditors? report under Section 197(16):

In our opinion and according to the information and explanation given to us, the Company has not paid or provided any managerial remuneration to any director during the year except for the sitting fees.

3. As required by the Companies (Auditor?s 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 "Annexure B" a statement on the matters specifi ed in paragraphs 3 and 4 of the Order, to the extent applicable.

ANNEXURE ‘A? TO THE INDEPENDENT AUDITORS? REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENT OF JINDAL POLY INVESTMENT AND FINANCE COMPANY LIMITED

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

We have audited the internal fi nancial controls with reference to fi nancial statements of Jindal Poly Investment and Finance Company Limited ("the Company") as of March 31, 2024 in conjunction with our audit of the standalone fi nancial statements of the Company for the year ended on that date.

Management?s Responsibility for Internal Financial Controls

The Company?s management is responsible for establishing and maintaining internal fi nancial controls based on the internal control with reference to fi nancial 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 (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal fi nancial controls that were operating effectively for ensuring the orderly and effi cient conduct of its business, including adherence to company?s 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 fi nancial information, as required under the Companies Act, 2013.

Auditors? Responsibility

Our responsibility is to express an opinion on the Company?s internal fi nancial controls with reference to fi nancial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal fi nancial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal fi nancial controls with reference to fi nancial 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 fi nancial controls system with reference to fi nancial statements and their operating effectiveness. Our audit of internal fi nancial controls with reference to fi nancial statements included obtaining an understanding of internal fi nancial controls with reference to fi nancial 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 auditor?s judgement, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion on the Company?s internal fi nancial controls system with reference to fi nancial statements.

Meaning of Internal Financial Controls with reference to fi nancial statements

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

Inherent Limitations of Internal Financial Controls with reference to fi nancial statements

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal fi nancial controls system with reference to fi nancial statements and such internal fi nancial controls with reference to fi nancial statements were operating effectively as at March 31, 2024, based on "the internal control with reference to fi nancial 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.

ANNEXURE B REFERRED TO IN OUR INDEPENDENT AUDITORS? REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 TO THE MEMBERS OF JINDAL POLY INVESTMENT AND FINANCE COMPANY LIMITED

The annexure referred to in paragraph 3 under ‘Report on Legal and regulatory Requirements? section of Independent Auditors? Report to the members of the company on standalone fi nancial statements for the year ended 31^st March 2024, we report that:

i) a) (A) According to the information and explanations given to us, the company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment. (B) According to the information and explanations given to us, the company does not hold any intangibles assets. Therefore, the provision stated in paragraph 3(i)(a)(B) of the Order is not applicable.

b) The company has a programme for physical verifi cation of Property, Plant and Equipment and the same followed during the year under audit. No material discrepancies were observed upon such physical verifi cation.

c) The company does not hold any immovable properties as on the balance sheet date. Therefore, the provision stated in paragraph 3(i)(c) of the Order is not applicable.

d) According to the information and explanations given to us, the Company has not revalued its property, plant and Equipment (including Right of Use assets) and its intangible assets. Accordingly, the provision stated in paragraph 3(i)(d) of the Order are not applicable.

e) According to the information and explanations given to us, no proceeding has been initiated or pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder. Accordingly, the provision stated in paragraph 3(i)(e) of the Order are not applicable.

ii) a) According to the information and explanations given to us, and based on audit procedures performed, the company is Core Investment Company and its activities do not require it to hold any inventories and accordingly, the provision stated in paragraph 3(ii)(a) of the Order are not applicable.

b) According to the information and explanations provided to us, the Company has not been sanctioned working capital limits. Accordingly, the provision stated in paragraph 3(ii)(b) of the Order is not applicable.

iii) a) According to the information and explanations made available to us and based on audit procedures performed, we report that the during the year, the Company had not made any fresh investments in, or provided any guarantee or security or granted any loans or advances in the nature of loans (secured or unsecured) to companies, fi rms, Limited Liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. [In respect of existing investments Refer Note No. 3 of the Standalone Financial Statements]

b) According to the information and explanations made available to us and based on audit procedures performed, the terms and conditions in respect of investments made, guarantees provided, securities given are not prejudicial to the interest of the company.

c) According to the information and explanations made available to us and based on audit procedures performed, as per the agreed terms of arrangement the recovery of principal and interest is regular to the extent applicable.

d) According to the information and explanations made available to us and based on the audit procedures performed, there were no instances of overdue amounts beyond 90 days to be recovered.

e) According to the information and explanations made available to us based on audit procedures performed, there were no instances of existing loan or advances in the nature of loans which were fallen due during the year or renewed or extended or fresh loans to settle the overdue of existing loans.

f) According to the information and explanations made available to us and based on audit procedures performed, there were no loans or advances in the nature of loans granted to promoters, related parties as defi ned in Section 2(76) of the Companies Act, 2013.

iv) According to information and explanations given to us and based on audit procedures performed, the company has duly complied with provisions of section 185 and 186 of the Companies Act, 2013 in respect loans, investments, guarantees and securities.

v) As per the information and explanations given to us, the Company has not accepted any deposits as mentioned in the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, the provision stated in paragraph 3(v) of the Order is not applicable.

vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013, for any of the goods sold by the Company. Accordingly, paragraph 3(vi) of the Order is not applicable.

vii) a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amount deducted/accrued in the books of account in respect of undisputed statutory dues including Income Tax, Sales Tax, Value Added Tax, Goods and Service Tax, Wealth Tax, Custom Duty, Service Tax, cess and any other material statutory dues have been regularly deposited during the year by the company with the appropriate authorities to the extent applicable to the company.

b) According to the information and explanations given to us and no undisputed amounts payable (except those mentioned in the table) in respect of income tax, sales tax, wealth tax, service tax, duty of custom, wealth tax, service tax, value added tax, cess and any other material statutory dues were in arrears as at 31^st March, 2024 for a period of more than six months from the date they become due and not deposited with authorities till the date of issuing of the report.

Name of Statue	Nature of Dues	Forum where dispute is pending	Period(s) to which the amount relates	Amount unpaid (Rs. in lakhs)	Amount paid under protest
The Income Tax Act, 1961	Income Tax	Commissioner of Income tax (Appeals)	A.Y. 2016	0.42	-

c) According to the information and explanations given to us, there are no dues (except those stated above) of the Income tax, sales tax, wealth tax, goods and service tax, duty of customs and cess, duty of excise value added tax outstanding on account of any dispute.

viii) According to the information and explanations given to us, there are no transactions which are not accounted in the books of accounts which have been surrendered or disclosed as income during the year in Tax Assessment of the Company. Also, there are no previously unrecorded income which has been now recorded in the books of account. Hence, the provision stated in paragraph 3(viii) of the Order is not applicable to the Company.

ix) a) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loans or other borrowings or payment of interest to banks, fi nancial institutions or from the government. Further, Company has not taken any loans or borrowings either from banks, fi nancial institutions or from the government during the year.

b) According to the information and explanations given to us and on the basis of our audit procedures, we report that the company has not been declared wilful defaulter by any bank or fi nancial institution or government or any government authority.

c) In our opinion and according to the information explanation provided to us, no money was raised by way of term loans. Accordingly, the provision stated in paragraph 3(ix)(c) of the Order is not applicable to the Company.

d) In our opinion, according to the information explanation provided to us, there are no funds raised on short term basis. Accordingly, the provision stated in paragraph 3(ix)(d) of the Order is not applicable to the Company.

e) According to the information explanation given to us and on an overall examination of the standalone fi nancial statements of the Company, we report that the company has not taken any funds from an 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 audit procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its securities, joint ventures or associate companies.

x) a) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the provisions stated in paragraph 3 (x)(a) of the Order are not applicable to the Company.

b) In our opinion and according to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partial or optionally convertible). Accordingly, the provisions stated in paragraph 3 (x)(b) of the Order are not applicable to the Company

xi) a) According to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its offi cers or employees has been noticed or reported during the course of our audit for the year.

b) We have not come across of any instance of fraud by the Company or on the Company during the course of audit of the standalone fi nancial statement for the year ended March 31, 2024, accordingly the provisions stated in paragraph (xi)(b) of the Order is not applicable to the Company.

c) As represented to us by the management, there are no whistle-blower complaints received by the Company during the year. Accordingly, the provisions stated in paragraph (xi)(c) of the Order is not applicable to company. xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions stated in paragraph 3(xii) (a) to (c) of the Order are not applicable to the Company.

xiii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, all transactions with the related parties entered into by the company are in compliance with Section 177 and Section 188 of the Companies Act, 2013 and the details have been disclosed in the fi nancial statements, as required, by the applicable accounting standards.

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

b) The reports of internal auditors for the period under audit were considered during the course of our audit.

xv) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3(xv) of the Order are not applicable to the Company and hence not commented upon.

xvi) a) According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable.

b) In our opinion, the Company has not conducted any Non-Banking Financial or Housing Finance activities without any valid Certifi cate of Registration from Reserve Bank of India. Hence, the reporting under paragraph clause 3 (xvi)(b) of the Order are not applicable to the Company.

c) The Company is a Core investment Company (CIC) holding 90% of its assets in investments in shares or debt in group companies. In view of the interpretations of the extent regulatory framework applicable to Core Investment Companies, certifi cate of Registration under sub-section (2) of Section 45-IA of the Reserve Bank of India Act, 1934, is not required to be obtained from Reserve Bank of India as company has not raised any public funds.

d) According to the information and explanations given to us, the Company does not have more than one CIC as a part of its group. Hence, the provisions stated in paragraph clause 3 (xvi)(d) of the Order are not applicable to the Company.

xvii) Based on the overall review of standalone fi nancial statements, the Company has not incurred any cash losses in the current fi nancial year and in the immediately preceding fi nancial year. Hence, the provisions stated in paragraph clause 3 (xvii) of the Order are not applicable to the Company.

xviii)There has been no resignation of the statutory auditors during the year. Hence, the provisions stated in paragraph clause 3 (xviii) of the Order are not applicable to the Company.

xix) According to the information and explanations given to us and on the basis of the fi nancial ratios, ageing and expected dates of realisation of fi nancial assets and payment of fi nancial liabilities, other information accompanying the standalone fi nancial 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 our opinion and according to information and explanation given to us and based on the computation done by the management, as per provisions of Section 135 of Companies Act 2013, we report that the company is not required/obliged to spend amount for CSR during the year. Hence, the requirement of transfer of fund specifi ed in Schedule VII of the companies Act 2013, in compliance with the second proviso to sub-section (5) of section 135 of the said act is not applicable to the company.

b) In our opinion and according to information and explanation given to us and based on the computation done by the management, as per provisions of Section 135 of Companies Act 2013, the Company is not required to spend during the current year any amount on Corporate Social Responsibility. Accordingly, clauses 3(xx)(b) of the Order is not applicable. xxi) The reporting under clause 3

(xxi) of the order is not applicable in respect of audit of standalone fi nancial statements Accordingly, no comments in respect of the said clause have been included in this respect.

Place of Signature: Gurugram

Date: 28th May, 2024