Jindal Saw Ltd Auditor Reports

To the Members of Jindal Saw Limited

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Jindal Saw Limited ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2025, 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 and which includes the financial statements of Samruddhi Employees Trust (the "Trust") for the year ended on that date. 2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, 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 financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our 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:

Assessment of the carrying value of investments in a subsidiary namely, Jindal ITF Limited [Refer to notes 63 and 64 to the standalone financial statements]

Description of key audit matter:

The carrying amount of the Companys investments in the equity and preference shares of its subsidiary, Jindal ITF Limited (the ‘subsidiary) as at March 31, 2025 aggregate to Rs. 159,811.88 lakhs, which includes Rs. 83,266.50 lakhs addition in the current year on conversion of a loan granted to the subsidiary in a prior year, into equity shares.

The subsidiary had entered into a contract in the financial year 2011-12 with a public sector undertaking (‘PSU) for development of a ‘Material Handling System and subsequent transportation of imported coal to the PSUs power generating stations for a period of 7 years, and had made significant capital investments to develop the said facility. However, the PSU stopped taking the supplies during the first year of operations and refused to pay compensation towards Minimum Guaranteed Quantity ("MGQ") and subsequently, terminated the contract.

The matter was referred to arbitration and the Arbitration Tribunal issued its final order dated January 27, 2019 in favour of the subsidiary awarding Rs. 189,108 lakhs towards damages and compensation for MGQ plus interest and applicable taxes. Further, in response to the PSUs appeal against the final arbitration order, the Delhi High Court passed an interim order directing the PSU to pay Rs. 50,000 lakhs as an interim compensation in addition to an earlier interim award of Rs. 35,631 lakhs by the Arbitration Tribunal. During the year, the Delhi High Court gave judgment to set aside the arbitration order. The subsidiary preferred an appeal at the Divisional Bench of Delhi High Court against the judgment, which was pronounced by a Single Judge, and the matter is currently pending at that level.

Based on the managements evaluation and review of the uncertainty around the final outcome of the litigation, supported by an opinion obtained from an independent senior legal counsel, the management is of the view that the subsidiary has a strong case to support its claim for the damages and compensation for MGQ, and that the Company expects a favourable outcome of the matter. Accordingly, no adjustments to the carrying amount of investments in the subsidiary is considered necessary by the management and the investments are considered good and fully recoverable.

This has been determined as a key audit matter in view of the judgement involved in assessment of recoverability of the investments as the subsidiary currently does not have any significant operations and the recoverability of the investments depends on the recoverability of the aforementioned claim from the PSU by the subsidiary, which will be known only on the conclusion of the legal proceedings.

How our audit addressed the key audit matter:

We performed the following procedures:

Understood and evaluated the design and tested the operating effectiveness of controls over assessment of recoverability of the investments in the subsidiary.

Evaluated appropriateness of the accounting policy followed by the Company in respect of impairment assessment of investments in equity and preference shares.

Obtained an understanding of the litigation and inquired about updates over the litigation and the proceedings that took place including the Delhi High Court order received during the year.

Perused the Delhi High Court order and the appeal filed by the subsidiary against the said order, as well as the contract between the subsidiary and the PSU to corroborate the matters stated in the appeal filed and verified the details of the claim made by the subsidiary from the claims statement, final arbitration order and orders of the Delhi High Court.

Perused the opinion obtained by the management from an independent legal counsel ("managements expert") and evaluated the independence, competence, capabilities and objectivity of the managements expert.

Obtained independent legal confirmation from the Companys legal consultants on the status of the matter, evaluated the responses received from Companys legal consultants and the opinion obtained from the external legal counsel on likely outcome of the case which supports the Companys assessment about the resolution of the litigation in its favour and the related recoverability of the said investments.

Assessed the Board of Directors evaluation of the recoverability of the investments considering the Delhi High Courts unfavourable order and the legal counsel view.

Evaluated appropriateness of presentation and the adequacy of the disclosures made in the standalone financial statements.

Other Information

5. The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the standalone financial statements and our auditors report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether 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.

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

Indian Accounting Standards specified under Section 133 of the Act. 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 judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

7. In preparing the standalone financial statements, Board of Directors is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. 8. Those Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors responsibilities for the audit of the standalone financial statements

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

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

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

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

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

11. 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.

12. 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.

13. 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 Matters

14. The financial statements of the Trust included in the standalone financial statements of the Company reflect total assets of Rs. 837.98 lakhs and net assets of Rs. (237.26) lakhs as at March 31, 2025, total income of Rs. 75.19 lakhs, net excess of expenditure over income of Rs. (177.20) lakhs and net cash flows amounting to Rs. (31.85) lakhs for the year then ended. These financial statements have been audited by other auditors whose report has been furnished to us by the management, and our opinion on the standalone financial statements insofar as it relates to the amounts and disclosures included in respect of the Trust, is based on the report of such other auditors and the procedures performed by us.

Our opinion on the standalone financial statements and our report on other legal and regulatory requirements below, is not modified in respect of the above matter of our reliance on the work done and report 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 so far as it appears from our examination of those books, except for 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).

(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 books of account.

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

(e) On the basis of the written representations received from the directors as on March 31, 2025, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2025, 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 (h) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

(g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company 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 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer note 52 to the standalone financial statements.

ii. The Company was not required to recognise a provision as at March 31, 2025 under the applicable law or Indian Accounting Standards, as it does not have any material foreseeable losses on long-term contracts. The Company did not have any long-term derivative contracts as at March 31, 2025.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year except in respect of dividend amounting to Rs. 61.27 lakhs which according to the information and explanations provided to us by the management, has been kept in abeyance due to legal cases [Refer note 30 to the standalone financial statements].

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

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

(c) Based on such audit procedures that we considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement. v. The dividend declared and paid by the Company during the year is in compliance with Section 123 of the Act. vi. Based on our examination, which included test checks, the Company has a widely used ERP as its accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and that has operated throughout the year for all relevant transactions recorded in the software, except that (a) database level logs records only the modified values; and (b) the audit trail (edit log) for modification made by certain users with specific access was not enabled for a part of the year. During the course of performing our procedures, we did not notice any instance of the audit trail feature being tampered with. Further, the audit trail, to the extent maintained in the prior year, has been preserved by the Company as per the statutory requirements for record retention. Also, refer note 47 to the standalone financial statements.

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.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Sandeep Chaddha

Partner

Membership Number: 096137

UDIN: 25096137BMOQAF6860

Place: Gurugram

Date: May 02, 2025

Annexure A to Independent Auditors Report

Referred to in paragraph 16(g) of the Independent Auditors Report of even date to the Members of Jindal Saw Limited on the Standalone Financial Statements as of and for the year ended March 31, 2025.

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 financial statements of Jindal Saw Limited ("the Company") as of March 31, 2025 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. 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 not applicable to one Trust incorporated in India under the Indian Trusts Act, 1882 namely Samruddhi Employees Trust (the "Trust").

Managements responsibility for Internal Financial Controls

2. The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting ("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 standalone financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing specified 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 standalone 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 standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls with reference to standalone financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness 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 standalone financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to standalone 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 has, in all material respects, adequate internal financial controls system with reference to standalone financial statements and such internal financial controls with reference to standalone financial statements were operating effectively as at March 31, 2025 , based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by ICAI.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Sandeep Chaddha

Partner

Membership Number: 096137

UDIN: 25096137BMOQAF6860

Place: Gurugram

Date: May 02, 2025

Annexure B to Independent Auditors Report

Referred to in paragraph 15 of the Independent Auditors Report of even date to the Members of Jindal Saw Limited on the Standalone Financial Statements as of and for the year ended March 31, 2025. 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 5 to the standalone financial statements, are held in the name of the Company, except for the following:

Description of property	Gross carrying value ( lakhs)	Held in the name of	Whether held by promoter, director or their relative or employee	Period held - indicate range, where appropriate	Reason for not being held in the name of the Company
Freehold Land	1,950.00	Multiple third parties	No	May 08, 2008	Change in land use not yet approved by Government Authorities.
Freehold Land	1,617.04	Sathavahana Ispat Limited	No	April 26, 2023	Acquired through business acquisition; change of name in the name of the Company is in process.
Leasehold Land	331.42	Sathavahana Ispat Limited	No	April 26, 2023	Acquired through business acquisition; change of name in the name of the Company is in process.
Leasehold Land	2,743.16	Jindal Fittings Limited	No	April 01, 2022	Acquired through Composite Scheme of Amalgamation; change of name in the name of the Company is in process.

(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) 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 standalone 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. However, the Company has not filed quarterly returns or statements for the quarter ended March 31, 2025 with such banks as they are not yet due and accordingly, to this extent, the question of our commenting on whether these returns or statements are in agreement with the unaudited books of account of the Company does not arise.

iii. (a) The Company has made investments in 3 companies, granted unsecured loans to 377 employees and stood guarantee to one subsidiary company. The Company has not granted any secured loans/advances in nature of loans or provided security to any parties during the year. The aggregate amount during the year, and balance outstanding at the Balance Sheet date with respect to such loans and guarantees to subsidiary and to parties other than subsidiaries and joint ventures are as per the table given below:

	Guarantees	Loans
	( Lakhs)	( Lakhs)
Aggregate amount granted/ provided during the year
- Subsidiary	1,08,367.74	-
- Others (Employees)	-	739.16
Balance outstanding as at Balance Sheet date in respect of the above case
- Subsidiary	1,08,367.74	-
- Others (Employees)	-	430.97

(Also, refer note 50 (n) to the standalone financial statements)

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

(c) In respect of the aforesaid loans, the schedule of repayment of principal and payment of interest has been stipulated by the Company, the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest as applicable including through conversion of a loan as per mutually agreed terms as described below:

Name of the entity	Amount ( Lakhs)	Due Date	Extent of delay	Remarks (if any)
Jindal ITF Limited	1,43,145.52	October 30, 2024	Not applicable	Out of the total amount of loan (including interest), 63,145.52 lakhs was repaid during the year. The remaining amount of Rs. 80,000 lakhs was converted into Compulsory Convertible Debentures (CCDs) on the due date, which were subsequently converted into equity shares amounting to Rs. 83,266.50 lakhs (83,26,65,015 equity shares of Rs. 10 each) on March 27, 2025 including redemption premium (net of TDS) of Rs. 3,266.50 lakhs on CCDs. Also refer note 64 to the standalone financial statements.

In respect of the following loans (also refer note 18 to the standalone financial statements), no schedule for repayment of principal and payment of interest has been stipulated by the Company. Therefore, in the absence of stipulation of repayment terms, we are unable to comment on the regularity of repayment of principal and payment of interest.

Name of the entity	Amount ( Lakhs)	Due Date	Remarks (if any)
Ralael Holdings Limited	4,666.08	Payable on demand	Fully provided in the standalone financial statements

(d) In respect of the aforesaid loans, there is no amount which is overdue for more than ninety days as at March 31, 2025.

(e) There were no 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. Also, refer clause 3 (iii) (c) above.

(f) There were no loans which were granted during the year, including to promoters/related parties that were repayable on demand or without specifying any terms or period of repayment.

iv. In our opinion, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees provided by it and the Company has not provided any security to the parties covered under Section 186 of the Act. The Company has not granted any loans or made any investments or provided any guarantees or security to the parties covered under Section 185 of the Act.

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 regular in depositing the undisputed statutory dues, including goods and services tax, provident fund, employees state insurance, labour welfare fund, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues, as applicable, with the appropriate authorities. Also, refer note 52(iv) to the standalone financial statements regarding managements assessment on certain matters relating to provident fund.

(b) There are no statutory dues of labour welfare fund and employees state insurance 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, 2025 which have not been deposited on account of a dispute, are as follows:

Name of the statute	Nature of dues	Amount ( lakhs)*	Period to which the amount relates**	Forum where the dispute is pending
Customs Act, 1962	Customs Duty	538.00	2008-09	High Court of Gujarat, Ahmedabad
Customs Act, 1962	Customs Duty	174.67	2014-15	CESTAT, Mumbai
Customs Act, 1962	Customs Duty	12.50	2009-10	CESTAT, Mumbai
Central Excise Act, 1944	Excise Duty	161.43	2007-08 to 2009-10	High Court of Gujarat, Ahmedabad
Central Excise Act, 1944	Excise Duty	2.00	2009-10	CESTAT, Mumbai
Central Excise Act, 1944	Excise Duty	65.95	February 2010 to March 2012	Deputy Commissioner, Nashik
Central Excise Act, 1944	Excise Duty	876.61	March 2011 to March 2013	High Court of Gujarat, Ahmedabad
Central Excise Act, 1944	Excise Duty	610.38	2008-09 to 2009-10	Commissioner (Appeals), Rajkot
Central Excise Act, 1944	Excise Duty	103.36	2011-15	CESTAT, Bangalore
Central Excise Act, 1944	Excise Duty	63.91	2015-16	Commissioner (Appeals), Rajkot
Central Excise Act, 1944	Excise Duty	6.35	2017-18	Assistant Commissioner of Central Excise & Customs
Bombay Stamp Duty, 1958	Stamp Duty	1.20	2013-14	High Court of Gujarat, Ahmedabad
Finance Act, 1994	Service Tax	70.27	December 2012 to February 2014	CESTAT, Ahmedabad
Finance Act, 1994	Service Tax	165.41	2012-13 to 2015-16	CESTAT, Ahmedabad
Finance Act, 1994	Service Tax	6.17	2007-08	Commissioner (Appeals), Lucknow
Finance Act, 1994	Service Tax	3.13	2008-09	CESTAT, Mumbai
Finance Act, 1994	Service Tax	2.82	2008-09	CESTAT, Mumbai
Finance Act, 1994	Service Tax	1.98	2012-13 and 2015-16	CESTAT, Ahmedabad
Finance Act, 1994	Service Tax	1.40	2013-14 and 2015-16	CESTAT, Ahmedabad
Finance Act, 1994	Service Tax	0.10	2012-13	CESTAT, Ahmedabad
Finance Act, 1994	Service Tax	10.09	2013-14 and 2014-15	Assistant Commissioner, Nashik
Finance Act, 1994	Service Tax	0.16	2012-13 to 2015-16	CESTAT, Ahmedabad
Finance Act, 1994	Service Tax	20.37	2015-16	CESTAT, Ahmedabad
Finance Act, 1994	Service Tax	0.39	2015-16	CESTAT, Ahmedabad
Uttar Pradesh Value Added Tax Act, 2008	Sales Tax	17.50	1996-97	High Court of Allahabad
Uttar Pradesh Value Added Tax Act, 2008	Sales Tax	2.40	2004-05	High Court of Allahabad
Uttar Pradesh Value Added Tax Act, 2008	Sales Tax	1.42	1991-92	High Court of Allahabad
Uttar Pradesh Value Added Tax Act, 2008	Sales Tax	3.12	1995-96	High Court of Allahabad
Andhra Pradesh Value Added Tax Act, 2005	Sales Tax	1.09	2010-11	Assistant Commissioner, Peddapuram
Gujarat Value Added Tax Act, 2003	Value Added Tax	38.79	2012-13	Commercial Tax, Tribunal, Ahmedabad
Gujarat Value Added Tax Act, 2003	Value Added Tax	1.11	2017-18 (April 2017 to June 2017)	Deputy Commissioner (A), Rajkot, Gujarat
Andhra Pradesh Value Added Tax Act, 2005 and Central Sales Tax Act, 1956	Sales Tax	402.51	2010-11 to 2016-17	AP VAT Appellate Tribunal, Visakhapatnam and High Court, Andhra Pradesh
Karnataka Value Added Tax Act, 2003 and Central Sales Tax Act, 1956	Sales Tax	0.77	2016-17	The Commercial Tax Officer, Bellary, Karnataka
Karnataka Value Added Tax Act, 2003 and Central Sales Tax Act, 1956	Sales Tax	4.95	May 2017 to October 2017	The Commercial Tax Officer, Bellary, Karnataka
Goods and Services Tax Act, 2017	Goods and Services Tax	2.20	2017-18	High Court of Rajasthan
Goods and Services Tax Act, 2017	Goods and Services Tax	267.49	2017-18	Additional Commissioner (A), SGST, Ajmer, Rajasthan
Goods and Services Tax Act, 2017	Goods and Services Tax	9.79	2017-18	Commissioner (A), CGST, Jaipur, Rajasthan
Goods and Services Tax Act, 2017	Goods and Services Tax	160.24	2021-22	Dy. Commissioner (A), Rajkot, Gujarat
Goods and Services Tax Act, 2017	Goods and Services Tax	41.35	2022-23	Dy. Commissioner (A), Rajkot, Gujarat
Goods and Services Tax Act, 2017	Goods and Services Tax	4,269.70	2017-18	High Court of Maharashtra
Goods and Services Tax Act, 2017	Goods and Services Tax	7.47	2017-18 and 2018-19	Dy. Commissioner (Appeal) of CGST, Indore, Madhya Pradesh
Goods and Services Tax Act, 2017	Goods and Services Tax	1,537.32	2017-18	Joint Commissioner of Commercial Taxes (Appeal), Davanagre, Karnataka
Goods and Services Tax Act, 2017	Goods and Services Tax	681.15	2018-19	Commissioner (Appeal), Central Excise & CGST Nashik
Goods and Services Tax Act, 2017	Goods and Services Tax	358.73	2018-19	Commissioner (Appeals)
Goods and Services Tax Act, 2017	Goods and Services Tax	258.91	2019-20	Additional Commissioner (Appeals)
Goods and Services Tax Act, 2017	Goods and Services Tax	73.28	2019-20	Joint Commissioner of Commercial Taxes (Appeal), Delhi
Employees Provident Funds and Miscellaneous Provisions Act, 1952	Provident Fund	74.41	April 2012 to December 2015	EPF Appellate Tribunal/CGIT
Income Tax Act, 1961	Income Tax	26.91	1994-95	High Court of Delhi
Income Tax Act, 1961	Income Tax	8.11	2004-05	Income Tax Appellate Tribunal (ITAT)
Income Tax Act, 1961	Income Tax	176.79	2007-08	Income Tax Appellate Tribunal (ITAT)
Income Tax Act, 1961	Income Tax	130.56	2008-09	Income Tax Appellate Tribunal (ITAT)
Income Tax Act, 1961	Income Tax	363.73	2011-12	Income Tax Appellate Tribunal (ITAT)
Income Tax Act, 1961	Income Tax	325.05	2012-13	Income Tax Appellate Tribunal (ITAT)
Income Tax Act, 1961	Income Tax	582.12	2013-14	Income Tax Appellate Tribunal (ITAT)
Income Tax Act, 1961	Income Tax	8.63	2014-15	Commissioner of Income Tax Appeals (CIT-A)
Income Tax Act, 1961	Income Tax	287.02	2015-16	Income Tax Appellate Tribunal (ITAT)
Income Tax Act, 1961	Income Tax	576.42	2015-16	Income Tax Appellate Tribunal (ITAT)
Income Tax Act, 1961	Income Tax	11,408.84	2016-17	Income Tax Appellate Tribunal (ITAT)
Income Tax Act, 1961	Income Tax	654.62	2017-18	Commissioner of Income Tax Appeals (CIT-A)
Income Tax Act, 1961	Income Tax	10.06	2018-19	Commissioner of Income Tax Appeals (CIT-A)
Income Tax Act, 1961	Income Tax	325.63	2018-19	Assessing Officer
Income Tax Act, 1961	Income Tax	117.72	2019-20	Commissioner of Income Tax Appeals (CIT-A)
Income Tax Act, 1961	Income Tax	11,458.82	2018-19, 2019-20 and 2020-21	Commissioner of Income Tax Appeals (CIT-A)
Income Tax Act, 1961	Income Tax	143.04	2020-21	Commissioner of Income Tax Appeals (CIT-A)
Income Tax Act, 1961	Income Tax	601.87	2021-22	Commissioner of Income Tax Appeals (CIT-A)
Income Tax Act, 1961	Income Tax	39.81	2020-21	Commissioner of Income Tax Appeals (CIT-A)

* Amounts reported above are net of payments made under protest. ** In respect of Income Tax, the period refers to the Assessment Year. 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, 2025 and there was no unutilised balance of term loan obtained in earlier years as on April 1, 2024. Accordingly, the 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 the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries 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 or joint ventures. 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, 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 any 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 was not required to be filed with the Central Government. Accordingly, the reporting under clause 3 (xi) (b) of the Order is not applicable to the Company.

(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, and as represented to us by the management, no whistle-blower complaints have been received during the year by the Company. Accordingly, the reporting under clause 3 (xi) (c) of the Order is not applicable to the Company. 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) The reports of the Internal Auditor for the period under audit have been considered by us. 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 3 (xvi) (c) of the Order is not applicable to the Company.

(d) In our opinion, the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) does not have any CICs, which are part of the Group. Accordingly, the reporting under clause 3 (xvi) (d) of the Order is not applicable to the Company.

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, 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, the 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 projects to a special account in compliance with the provision of sub-section (6) of Section 135 of the Act. (Also, refer note 49 (b) to the standalone financial statements) xxi. The reporting under clause 3 (xxi) of the Order is not applicable in respect of audit of standalone financial statements. Accordingly, no comment in respect of the said clause has been included in this report.

For Price Waterhouse Chartered Accountants LLP

Firm Registration Number: 012754N/N500016

Sandeep Chaddha

Partner

Membership Number: 096137

UDIN: 25096137BMOQAF6860

Place: Gurugram

Date: May 02, 2025