Mcleod Russel India Ltd Auditor Reports

To the Members of McLeod Russel India Limited

Report on the Audit of the Standalone Financial Statements

Adverse Opinion

We have audited the accompanying Standalone financial statements of McLeod Russel India Limited (hereinafter referred to as the "Company"), which comprise the balance sheet as at March 31,2024, the statement of profit and Loss, statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies (hereinafter referred to as the "financial statements").

In our opinion and to the best of our information and according to the explanations given to us, due to the significance of the matters described in the Basis for Adverse Opinion section below, the aforesaid financial statements do not give the information required by the Companies Act, 2013 ("the Act") in the manner so required and also does not give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act find AS1) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2024, and its loss, other comprehensive Income, cash flow and thechanges in equity for the year ended onthatdate.

Basis for Adverse Opinion

Attention is invited to the following notes of the financial statements:

a) Note no. 58(a) dealing with Inter Corporate Deposits (ICDs) aggregating Rs. 2,86,050.45 lakhs (including Interest of Rs. 9,941.50lakhs accrued till March 31,2019) as on March 31,2024 given to promoter group and certain other entities which are doubtful of recovery and considering recoverability etc. are prejudicial to the interest of the company. Provision of Rs. 1,01,039.50 lakhs had been made there against in the earlier year. In absence of ascertainment and provision against the remaining amount, the loss for the year is understated to that extent. Impacts in this respect have not been ascertained by the management and recognised in these financial statements;

b) Note No. 36.2 regarding non-recognition ofInterest of Rs. 12,231.26 lakhs (Including Rs. 3,045.44 lakhs for the year) on loans and Inter Corporate Deposits taken by the company and thereby the loss for the year is understated to that extent and non-determination of interest and other consequential adjustments/disclosures in absence of relevant terms and conditions in respect of certain advances being so claimed by customer as stated therein. Further, as stated in Note no. 59(c), penal/compound interest and other adjustments in respect of borrowings from lenders/banks/financial institution and ICDs etc. have not been recognised and amount payable to lenders and other parties as recognised in this respect are subject to confirmation from respective parties and consequential reconciliation. Pending final determination of amounts with respect to these, adjustments and impacts arising therefrom have not been ascertained and as such cannot be commented upon by us;

c) Note no. 57 of regarding non-determination/recognition of amount payable in respect of claims pursuant to the undertaking executed between the company and the lenders in respect of certain group companies as dealt with in the said note and Note no. 36.3 regarding companys obligation in respect of the settlement arrived at with a corporate lender. Pending determination of the companys obligation and finalization of terms and conditions following the agreement arrived at with the parties, adjustments to be made in this respect are currently not ascertainable and as such cannot be commented upon by us;

d) Note no.60 regarding non reconciliation/ disclosure of certain debit and credit balances with individual details and confirmations etc. including borrowings and interest thereupon dealt with in Note no. 59. Adjustments/ Impacts with respect to these are currently not ascertainable and as such cannot be commented upon by us;

e) Note no. 53(vi) regarding non-determination and recognition of amount payable in respect of rent for office premises. Pending final determination of amount payable, adjustments and impacts arising therefrom as stated in the said note have not been ascertained and as such cannot be commented upon by us;

f) Note no. 59(b) regarding non-determination of fair value of the Property, Plant and Equipment, Capital Work in Progress, Other Intangible Assets and Investment in subsidiary and impairment ifany to be recognized thereagainst for the reasons stated in the said note. Adjustments/ Impacts with respect to these are currently not ascertainable and as such cannot be commented upon by us; and

g) As stated in Note no. 58(b) of the financial statements, the predecessor auditor pertaining to financial year ended March 31,2019 in respect of loans included under para (a) above have reported that it includes amount given to group companies whereby applicability of Section 185 could not be ascertained and commented upon by them. They were not able to ascertain if the aforesaid promoter companies could, in substance, be deemed to be related parties to the Company in accordance with paragraph 10 of Ind AS-24 "Related Party Disclosures". Further certain ICDs as reported werein the nature of book entries and/or are prejudicial to the interest of the company. Moreover, in case of advance to a body corporate as stated in Note no. 18.2 which had been fully provided, appropriate audit evidences were not made available to them. These amounts are outstanding as on this date and status thereof have remained unchanged and uncertainty and related concerns including utilization thereof and being prejudicial to the interest of the companyare valid for periods subsequent to March 31,2019 including current yearalso.The promotercompanies have not been considered as related parties and therefore transactions and outstanding from them have not been disclosed separately in the financial statements. As represented by the management, the parties involved are not related parties requiring disclosure in terms of said Indian Accounting Standard and provisions of Companies act 2013 and concerns expressed as above are not relevant and as such inconsequential to the company.The matter as reported is under examination and pending before regulatory authorities. Pending final outcome of the matter under examination we are unable to ascertain the non-compliances in this respect and comment on the same.

We conducted our audit in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company, in accordance with the Code of Ethics and provisions of the Companies Act, 2013 that are relevant to our audit of the financial statements in India under the Companies Act, 2013, and we have fulfilled our other ethical responsibilities in accordance with the Code of Ethics and the requirements under the Companies act, 2013. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse opinion.

Material Uncertainty Related to Going Concern

Attention is drawn to Note no. 59(a) of the financial statements dealing with going concern assumption for preparation of Financial Statements of the Company.The Companys current liabilities have exceeded its current assets and operational losses have affected the net worth of thecompany. Further,the mattersforming part of and dealt with unde rBasis for Adverse Opinion have further impactto asignificant extent on the net worth of the company. Loans given to promoter group and certain other entities in earlier years have mostly remained unpaid and are doubtful of recovery. Non-payment of these and the operational losses incurred by the company have resulted in insufficiency of companys resources for meeting its obligations. Amount borrowed and interest thereupon could not be repaid as stipulated and other obligations including statutory and employees related dues could not be met as well due to insufficiency of resources. The validity period of offer given to the lenders for One time Settlement (OTS) has expired on September 30,2023 and decision of lenders with respect to the resolution proposals including the companys proposal involving their debt recoverable from the company are awaited as on this date. The circumstances, prevailing situation and conditions indicate the existence of a material uncertainty about the Companys ability to continue as a going concern. However, the financial statements of the Company due to the reasons stated in the said Note has been prepared by the management on going concern basis, based on the managements assessment of the expected successful outcome of the proposals pending before lenders and consequential restructuring/settlement of amount payable against borrowings and cost related thereto as per Note no. 59(a) to a sustainable level and tenure so that to ensure liquidity in the system over a period including by way of asset monetization, promoters contribution etc. for repayment of the debt, meeting liabilities and statutory obligations of the company. The ability to continue as a going concern is dependent upon arriving at a suitable resolution with respect to the companys borrowing including the amount payable in this respect to the bankers as well as to asset reconstruction company in the cases where the debt has been assigned to them and cost thereof as expected as on this date and/or timely implementation thereof. In the event of the managements expectation and estimation in this respect, not turning out to be feasible in future, validity of assumption for going concern and possible impact thereof including on carrying value of tangible and intangible assets even though expected to be material, as such presently cannot be commented upon by us. Our opinion is not modified in respect ofthis matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Basis for Adverse Opinion section of our report, we have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matters	Addressing the Key audit Matters
Valuation of Biological Assets, Agricultural produce and Finished goods
Biological assets of the Company comprising of unharvested green tea leaves on tea bushes and the agricultural produce comprising of harvested green leaves are valued at fair value less cost to sell at the point of harvest. Unharvested tea leaves on tea bushes at the yearend are determined on the basis of normal cycle for plucking.	Our Audit procedures based on which we arrived at the conclusion regarding reasonableness ofvaluation includes thefollowing:
In respect of harvested or unharvested green leaves, since there is no active market for own leaves, estimates are used by management in determining the valuation.	• Obtaining an understanding of the production cycle, fair value measurement methodologies used and assessing the reasonableness and consistency of the significant assumptions used for determination and valuationthereof;
Finished goods produced from agricultural produce i.e. Black Tea are valued at lower of cost arrived at by adding the cost of conversion to thefairvalue of agricultural produceand the net realisablevalue.	• Evaluating the design and implementation of Companys controls concerning the valuation of biological assets and agricultural produce;
The principal assumptions and estimates in the determination of the fair value include assumptions with respect to production cycle, yields, prices of green leaf purchased from third parties and the stage of transformation. These assumptions and estimates require careful evaluation by management.	• Assessing the basis, reasonableness and accuracy of adjustments made to prices of green leaves purchased from outside suppliers considering the quality differential of the Companys production.
Given the nature oflndustry these assets and valuation thereof are significant to the operation of the company.	• Assessing the yields and cycle of production to analyse the stage of transformation considered for the determination and fair valuation of biological assets;
	• Due to multiple location of estates, it was not possible to participate in the physical verification of inventory of finished goods i.e. Black Tea and therefore, the following alternate procedures confirming the year end determination of
	Inventory were applied:
	- In respect of the stock of Black Tea held at certain tea estates and warehouses services of Independent firm of Chartered Accountants were engaged for carrying out physical verification;
	- In respect of warehouses at Kolkata and Guwahati, process being undertaken by Independent firm of Chartered Accountants were overseen by us;
	- In all other locations verifications were undertaken by the management;
	- We reviewed the reports submitted for the verification along with workings and supporting details and obtained reasons/explanation forvariations observed with respect to book stock;
	- The stock at the year end were derived by rolling back the quantities of subsequent dispatches and production; and
	- Reliance has been placed on managements representation and evidences provided for subsequent production, dispatches and collections there against.
	• We examined the valuation process/methodology and checks being performed at multiple levels with due recognition of principle of materiality to ensure that the valuation is consistent with and as per the policy followed in this respect.
Recognition of Deferred Tax Assets (Note no. 23.1of the Standalone financial statements)
Deferred tax Asset include MAT Credit Entitlement of Rs. 1,615.08 lakhs being carried forward in the financial statements as at March 31,2024.	Our Audit procedures based on which we arrived at the conclusion regarding reasonableness of the accounting effect and disclosures of the Deferred Tax Assets include the following:
Further, Deferred Tax Assets in respect of MAT Credit Entitlement amounting to Rs. 4,307.49 lakhs and on provision of Rs. 1,01,328.49 lakhs created during the year ended March 31,2023 against inter corporate deposits and other as detailed in Note No. 39 pending determination of the amount thereof considering the principle of prudence has not been recognized in the financial statements. Deferred Tax estimated to be reversed during the tax holiday period has been ignored for the purpose of computation.	• Utilisation of Deferred tax assets have been tested on the basis of internal forecasts prepared by the Company and probability offuture taxable income;
The analysis of deferred tax has been identified as a key audit matter because this involves judgement regarding future profitability, allowability of tax deductions which are based on assumptions and projections for future period which is inherently uncertain.	• Critical review of the underlying assumptions for consistency for arriving at reasonable degree of probability on the matters;
	t Due consideration of principle of prudence especially amidst the Debt restructuring process and other group level restructuring and related uncertainties;
	# Requirement of Ind AS 12 "Income Taxes" and application thereof and disclosures made in the financial statements for ensuring the compliances on the matter; and
	0 Reliance has been placed on managements assumptions for possible outcome vis-a-vis resolution plan under consideration oflenders.
Going Concern Assumption (Note no. 59 of the Standalone financial statements)
The Companys current liabilities have exceeded current assets by Rs. 2,84,921.96 lakhs as on March 31,2024.Funds obtained by borrowings in the past and utilized for providing funds to other companies became unserviceable primarily due to nonrepayment of outstanding amounts by those companies. Further, adjustmentsarising in respect of the matters dealt with under Basis for Adverse Opinion Section may have significant impact onthe net worth of thecompany.TheCompany was unableto discharge its obligations for repayment of loans, statutory, employee related and other liabilities.	Our audit procedures included testing managements assumptions on the appropriateness of the going concern assumptions and reasonableness of the assumptions used, focusing in particular the operational prospects, costs and other efficiencies, possible resolution with respect to borrowings and other sources of funding and among others, following procedures were applied in this respect:
The availability of sufficient fund and the companys ability to continue meeting its financial, statutory and other obligations as and when falling due for payment are important for the going concern assumption and, as such, are significant aspects of our audit.	# Review of the Resolution proposals lying for decision with the lender and reports on the Companys valuation carried out by the Independent Valuer appointed by the lenders. This includes review of:
	- Core operations of the company and management expectation of sustainability thereof;
	- Minutes of the meetings of the Company with the consortium oflenders;
	- Possible compliances vis-a-vis debt covenants associated with loans obtained;
	- Consistency with respect to assumptions etc. for possible valuation of the business and tea estates, system and operating results and operational efficiencies and managements forecast and outlook; and
	- Managements actions information system and controls with respect to operational costs and realisations there against supporting the cash flow projections of the company and sustainability thereof vis-a-vis companys obligations and plans of action towards statutory, employee related and other dues of the company.
	• Placing reliance on managements assumptions and expectation of possible outcome of the resolution proposals under consideration of lenders; and
	• Review of disclosures made by the management in the financial statement to ensure compliances in this respect.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the Report of the Directors and the annexures thereto (namely Management Discussion and Analysis, Report on performance and financial position of the subsidiaries and joint ventures, Report on Corporate Governance, Annual Report on CSR Activities, Conservation of energy, technology absorption, foreign exchange earnings and outgo and remuneration and other specified particulars of employees) but does not include the Standalone financial statements and our auditors report thereon. The other information as stated above 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 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 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.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the state ofaffairs (financial position), Total Comprehensive Income (financial performance comprising of Profit/Loss and other comprehensive income), 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 ofadequate 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 financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 financial statements.

As part o fan 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 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 Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system with reference to financial statements in place and the operating effectiveness ofsuch 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; and

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current year 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 inour report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits ofsuch communication.

Other Matters

We did not audit the financial statement/ information of one overseas office included in the financial statements of the Company whose financial statement/financial information comprising of expenses to the extent of Rs. 1.56 lakhs has been incorporated therein based on Statement of Accounts audited by an Independent firm of Chartered Accountants. The impact in this respect is not material since this reflects total assets of Rs. 5.10 lakhs as at March 31,2024 and the total revenue of Nil for the year ended on that date. Our opinion in so far as it relates to the amounts and disclosures included in respect of said office is based solely on the report of Chartered Accountant.Our opinion is not modified in respect ofthis matter.

Report on Other Legal and Regulatory Requirements

1. As regards to the matters to be inquired by the auditors in terms of Section 143(1) of the Act, we report that Inter corporate Deposits as stated in Para (a) of Basis for Our Adverse Opinion Section ofthis report due to reasons stated therein are prejudicial to the interest of the company. This includes ICDs aggregating to Rs. 77,575.00 Lakhs (included under Para (g) of Basis for Adverse Opinion) as reported by predecessor auditor which were initially given as capital advances in the earlier year and were subsequently converted to ICDs and had been considered by them to be in the nature of book entries and prejudicial to the interest of the company. These amounts are outstanding as on March 31,2024. The matter as stated in Para (g) of Basis for Adverse Opinion Section ofthis report is under examination by relevant authorities and final outcome thereof is awaited as on this date.

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

a) We have sought and except for the effects/ possible effects of the matters described in the Basis for Adverse Opinion section above obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid financial statements;

b) Except for the effects/ possible effects of the matters described in the Basis for Adverse Opinion section above and matters stated in para 4(vi) below on reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion, proper books ofaccount as required by law have been kept by the Company so far as it appears from our examination ofthose books, returns and the reports of the other auditors;

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the financial statements;

d) Due to the significance of the matters described in the Basis for Adverse Opinion section above, in our opinion, the aforesaid financial statements do not comply with the requirement and provisions of Ind AS specified under Section 133 of the Act;

e) The matters described in the Basis for Adverse Opinion section above especially those relating to non-provision of intercorporate deposits as stated in Para (a) and (g) of that section, provision/non-determination for interest and other terms and conditions in respect of the borrowings etc. as stated in Para (b) and (c) pending confirmation of lenders, impairment in the value of Property, Plant and Equipment, Capital Work in Progress, Other Intangible Assets and Investment in subsidiary as stated in Para (f) and Material Uncertainty Related to Going Concern assumption pending resolution of the companys borrowings, in our opinion, may have an adverse effect on the functioning of the Company;

f) On the basis of the written representations received from the directors as on March 31,2024 and taken on record by the Board of Directors of the Company, none of the directors of the Company are disqualified as on March 31,2024 from being appointed as a director in terms ofSection 164 (2) of the Act;

g) The adverse remarks relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Adverse Opinion section above and in Para 4(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended); and

h) With respect to the adequacy of the internal financial controls with reference to financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses qualified opinion on the adequacy and operating effectiveness of internal financial controls with reference to financial statements of the Companys internal financial controls with reference to financial statements.

3. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms ofsub-section (11)ofsection 143 of the Companies Act, 2013,we give in the "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable which is subject to the possible effect of the matters described in the Basis for Adverse Opinion paragraph of our Audit Report and the material weakness described in Basis for Qualified Opinion in our separate Report on the Internal Financial Controls with reference to financial statements.

4. 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 financial statements has disclosed the impact of pending litigations on its financial position of the Company - Refer Note no. 43 to the financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, ifany, on long-term contracts;

iii. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company;

iv. (a) The Management has represented that, to the best of its knowledge and belief no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("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") orprovideanyguarantee, securityorthe likeon behalfof the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("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 the audit procedures and generally accepted auditing practices followed in terms of SAs that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11 (e), as provided under (a) and (b) above, contain any material misstatement. However, in respect of the earlier years transactions dealing with loans and advances, securities, guarantees, etc. as given in those years which are forming part of the Basis for Adverse Opinion as given above, we are unable to ascertain and/or comment as required underthis para;

v. The company has notdeclared anydividend during theyearthereby reporting underSection 143(11)(f) is notapplicablefor the company;and

vi. (a) Based on the verification carried out by us which included test checks and samples, the Company has used two accounting software, viz Oracle Financials (Oracle) and Navision, for maintaining its books of account for the year ended March 31,2024 which have the feature of recording audit trail (edit log) facility.The Edit Log facility as stated in Note no. 61 was enabled and operated throughout the year for all relevant transactions at application level except as stated in the said note in case of Oracle. However, the same was not enabled in case of Navision. Further, edit log facility at database level was not enabled at the database level to log any direct data changes throughout the financial year.

(b) In respect of the above softwares, where the edit log facility was enabled to the extent accessible, we however, have not come across any instance of the same being tampered with.

(c) As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1,2023, reporting under Rule 11(g) ofCompanies (Audit and Auditors) Rules, 2014 (as amended) on preservation ofaudit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31,2024 and as such the same has not been reported upon by us.

5. With respect to the reporting under section 197(16) of the Act to be included in the Auditors Report, in our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its Managing Director during the current year is not in accordance with provisions of Section 197 of the Act and accordingly such remuneration paid pending necessary approval etc. as given in Note no. 9.1 has been held by them under Trust and disclosed under Loans and Advances in the financial statement.

	For Lodha&Co LLP,
	Chartered Accountants
	Firms ICAI Registration No.:301051E/E300284
Place: Kolkata Date: May 30, 2024	R. P. Singh
	Partner
	Membership No: 52438
	UDIN:24052438BKFNEO1300

ANNEXURE "A"TO THE INDEPENDENTAUDITORSREPORT TO THE MEMBERS OF MECLEOD RUSSEL INDIA LIMITED

(Referred to in paragraph 2(h) underReport on Other Legal and Regulatory Requirementsofour report of even date)

Report on the Internal Financial Controls with reference to Standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

In conjunction with our audit of the Standalone financial statements of the Company as of and for the year ended March 31,2024, we have audited the internal financial controls with reference to financial statements of McLeod Russel India Limited (hereinafter referred to as "the Company"), as of that date.

Managements Responsibilityfor Internal Financial Controls

The Board of Directors of the Company 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 ("the 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 the Companys policies, the safeguarding of its assets, the prevention and detection offrauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit ofinternal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls 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 ofinternal 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 auditorsjudgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

A companys internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation offinancial statementsforexternal purposes in accordance with generallyaccepted accounting principles. A companys internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of 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 thefinancial statements.

Inherent Limitations of Internal Financial Controls with reference to financial statements

Because of the inherent limitations ofinternal financial controlswith reference to financial statements, including the possibility ofcollusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Basis for Qualified Opinion

According to the information and explanations given to us and based on our audit, the following material weaknesses have been identified in the Companys internal financial controls over financial reporting with reference to financial statements as at March 31,2024:

• The Company did not have an appropriate internal control system in relation to the granting of loans and advances/ other advances to promoter group companies and/or other entities, including ascertaining economic substance and business rationale of the transactions, establishing segregation of duties and determining credentials of the counter parties;

• With respect to inter Corporate Deposits (ICDs), the Company did not have appropriate system to evaluate the credit worthiness of the parties and recoverability of monies given including interest thereon and also ensuring the compliances with respect to provisions of the Companies Act, 2013so that these are not considered to be prejudicial to the interest of the Company;

• Certain individual details of debit and credit balances and reconciliation including with respect to control balances of receivable/payable/stockand supporting evidencesthereofas given in Note no. 60 of thefinancial statementwere not available. IT Control systems and procedures needs strengthening in terms of framework for Internal Control over financial reporting with reference to financial statements. Controls and procedures as stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued bythe Institute ofChartered Accountants ofIndia are required to be strengthened so that tofacilitate required reconciliations and provide details for documentation required for the purpose; and

• Supporting audit evidences/documentation and related terms and conditions including compliances/disclosures with respect to the relevant provisions etc. with respect to certain unsecured loans and advances included in Note no. 25,28.2,36.3 and 57 and in respect of premises taken on lease as stated in Note no. 53(vi) are not available.

A material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting with reference to financial statements, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.

Qualified Opinion

In our opinion, to the best of our information and according to the explanations given to us, except for the effects/possible effects of the material weaknesses described in Basis for Qualified Opinion Section above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate and effective internal financial controls with reference to the financial statements as of March 31,2024, based on the internal control over financial reporting criteria established bythe 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 ofChartered Accountants ofIndia.

We have considered the material weaknesses identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit of the financial statements of the Company for the year ended March 31,2024, and these material weaknesses have affected our opinion on the said financial statements of the Company and we have issued an adverse opinion on the financial statements of theCompany.

	For Lodha&Co,
	Chartered Accountants
	Firms ICAI Registration No.:301051E/E300284
Place: Kolkata	R. P. Singh
Date: May 30, 2024	Partner
	Membership No: 52438
	UDIN: 24052438BKFNE01300

ANNEXURE "B" TO THE AUDITORS REPORT OF EVEN DATE TO MEMBERS OF MCLEOD RUSSEL INDIA LIMITED:

(Referred to in paragraph 3 under Report on Other Legal and Regulatory Requirements section of our report of even date and except for the effects / possible effects of the matters described in the Basis for Adverse Opinion Section of our Audit Report and the material weaknesses described in the Basis for Qualified Opinion in our separate Report on the Internal financial Controls with reference to financial statement)

i) a. The Company has maintained proper records showing full particulars, including quantitative details and situations in case of Property, Plant and Equipments and Intangible Assets.

b. The Company has a program ofverification of property, plant and equipment (other than bearer plants existence ofwhich are ascertained through required yield and output therefrom) to cover all the items in a phased manner over a period ofthree years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to this program, a comprehensive and detailed verification of Property, plant and Equipment and Capital Work in Progress was carried out by engaging the services of an Independent firm of professional for the purpose. According to the information and explanations given to us, no material discrepancies to the extent verified during the years were noticed on such verification.

c. According to the information and explanations given to us and the records examined by us and based on the examination of the registered sale deed / transfer deed / conveyance deed / court orders approving schemes ofarrangements / amalgamations and other documents provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date.

In respect of immovable properties of land and buildings, bearer plant etc. attached thereto that have been taken on lease or on patta(other than the properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) including in respect of tea estates of the company, according to the information and explanations given to us and the records examined by us and based on the examination of the court orders approving schemes of arrangements/ amalgamations and other documents provided to us, having regard to the note 5.3 we report that, the agreements and/or other documents confirming such arrangement are in the name of the respective tea estates of the company and/or in the name of the Company.

In respect of Immovable properties of land and buildings (including leasehold properties) which have been pledged as security for loans, guarantees, etc., the above verification has been based on the confirmations received by us from lenders.

d. The company is not following revaluation model of accounting and has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) and Intangible Assets during the year. Accordingly, the reporting under Clause 3 (i)(d) of the Order is not applicable to the Company.

e. As per the information and explanation given to us and as represented by the management, no proceedings has been initiated during the year or are pending against the Company as at March 31,2024 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder. Accordingly, further reporting under Clause 3 (i)(e) of the Order is not applicable to the Company.

ii) a. As informed, the physical verification of inventories were carried out at reasonable intervals during the year. The year-end

verification of tea stock is carried out by the management in presence and supervision of Independent firms of chartered accountant, entrusted with such responsibility.The discrepancies noticed on physical verification between the physical stock and book stock of inventories to the extent verified during the year, were not 10% or more in aggregate for each class of inventory and the same have been properly dealt with in the books of account.

b. Due to the reasons stated in note no. 59(a) pending completion of the resolution process as stated there in, noworking capital limit in excess of Rs. 5 crores has been sanctioned or renewed at any point of time during the year. In respect of such limit sanctioned in earlier years, pending regularization thereof based on the resolution of companys borrowings under consideration of the lender as stated in the said note, statement of stocks and debtors have been submitted to the banks which are in agreement with the then unaudited books and records of the company.

iii) a. The company during the year has not made any investments in, provided any security or guarantee or granted any loan or advances in nature of loan (other than to employees in normal course of the business and payment of managerial remuneration pending necessary approval being considered recoverable and shown under advances (Note no. 9.1)) and as such reporting under clause 3(iii)(a) and (b) are not applicable to the company.

b. In respect of loans and advances in the nature of loan, Rs. 2,76,108.95 lakhs given in earlier year as stated in note no. 58(a) remained outstanding as on March 31,2024. Certain amount as stated in note no. 58(b) which initially given as capital advances were converted to inter corporate deposits. The amount outstanding have either been given without specifying any terms and conditions or were stated to be repayable on demand and even in case of advances in the nature of loans given earlier no terms and conditions for repayment thereof have been specified. In respect of amounts repayable on demand even though approached as stated, the timeline and terms of settlement/ repayment etc., with the respective parties are yet to be approved and decided upon. Accordingly, it is not possible on our part to comment on the regularity of payment in respect of such amounts and also whether these have become overdue for payment. These loan and advances have neither been renewed nor extended or no fresh loan has been granted to settle these amounts. However, considering the period for which these amounts are outstanding and considering the possibility of recoverability etc., these as stated in para (a) of the Basis of Adverse Opinion Section have been considered doubtful of recovery and considering the recoverability thereagainst the management had provided for Rs. 1,01,039.50 lakhs in the earlier year and the same has been carried forward in the current financial statements.ln absence of required terms and conditions such outstanding amounts to the extent of Rs. 2,86,050.45 lakhs including interest thereof; period of default and determination of amount ultimately recoverable thereagainst it is not possible for us to comment further with respect to reporting required under clause 3(iii)(c), (d) and (e).

c. The loans or advances in the nature of loan granted in earlier year which were without specifying any term or period of repayment or repayable on demand and as stated above Rs. 2,76,108.95 lakhs are outstanding as on March 31,2024. The details in respect of these loans are as follows:

Particulars	All Parties	Promoters
Aggregate amount of loans/ advances in nature ofloans	Rs, 2,76,173.95	Rs. 1,46,961.64
Total	Rs, 2,76,108.95	Rs. 1,46,961.64
Percentage of loans/ advances in nature of loanstothetotal loans		53.23%

The above amount has been disclosed as provided to us by the management. The above promoters group and certain other entities as stated in Para (g) of the Basis of Adverse Opinion Section, the status of the parties whether related or otherwise as such are not ascertainable. Further, the above does not include advances of Rs. 1,400.00 lakhs given in earlier years in respect ofwhich as stated in Note no. 18.2 necessary details are not available and these have been fully provided.

The comments as required to be reported under clause 3(iii)(f) with respect to above as such cannot be given.

iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 186 of the Companies Act, 2013 in respect of loans, investments and guarantees and securities (as applicable) given/provided in earlier years. However, in view of the matter described in Para (g) of Basis for Adverse Opinion Section, it is not possible to ascertain and comment on the compliance of Section 185 of the Companies Act, 2013. The company has however not given any such loans, guarantees or provided securities during the year.

v) In the earlier year, as stated in Note No. 25.5 certain individuals had settled directly the loan of one of the financial creditorsof the company and the amount in turn payable by the company including the individuals had been recognized in the financial statement. In earlier years, on ratification and approval by the Board of Directors the said amounts have been shown as borrowings. The amount of Rs. 3,500.00 lakhs being payable to the Individuals even though in the nature of deposit, as per the legal opinion received by the company since such deposits has not been directly taken by the company,the provisions of section 73 to 76 or any other provisions of Companies Act, 2013 or any other rules thereunder are not applicable. Further, the nature of the amount, repayment and parties involved for such payment thereof being dependent upon resolution with respect to companys borrowings by the lenders, as stated by the management are currently not determinable. These amounts which are in our opinion even though in the nature ofdeposits on prima facie basis,relevant non-compliances due to the reasons stated above as such cannot be commented upon by us.Other than this, the Company has not accepted any deposits during the year and does not have any unclaimed deposits as at March 31,2024 from public covered under Sections 73 to 76 or any other relevant provisions of the Act and rules framed thereunder.

vi) We have broadly reviewed the books of account maintained by the company pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 148(1) of the Act in respect of the Companys products to which the said rules are made applicable and are of the opinion that prima facie, the prescribed records have been maintained. We have however, not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

vii) a. According to the information and explanations given to us, there were delays during the year in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Income Tax, Goods and Service Tax and other material statutory dues as applicable to it. There were no such delays in respect of amount payable towards Investor Education Protection fund, Employees State Insurance, Sales Tax, Wealth Tax, Service tax, Custom Duty, Excise Duty, Value Added Tax, Cess as applicable to it.

There were no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection fund, Employees State Insurance, Income Tax, Sales Tax, Goods and Service Tax, Wealth Tax, Service tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues in arrear as at March 31,2024 for a period of more than six months from the date they become payable read with Note no. 60 except as detailed below:

Nameof the Statute	Nature of Dues	Amount (Rs. In Lakhs)	Period to which they relate
Income TaxAct 1961	Corporate Dividend Tax (Refer Note no. 29.1 of the financial Statements)	344.77	2005-2006 to 2007-2008
Income TaxAct 1961	Tax Deducted at Source	3.42	20014-2015 to 2023-2024
Assam Tea Plantations Provident Fund and Pension Fund and Deposit Linked Insurance Fund Scheme (Amendment) Act, 2016	Provident Fund	7,243.83	2021-2022 to 2023-2024
AssamTea Plantations Employees Welfare Fund Act, 1959	UnclaimedWages of labour	51.34	2010-2011 to 2019-2020
Assam Tea Employee Welfare Fund Act,1959	Labour Welfare Fund	2.67	2012-2013 to 2022-2023
The Assam Professions, Trades,Callingsand Employment Taxation Act, 1947	Professional Tax	10.14	2016-2017 to 2023-2024
Assam ElectricityDuty Act, 1964	Electricity Duty	57.60	2018-2019 to 2023-2024

b) According to the information and explanations given to us, the details of disputed statutory dues as given in sub-clause (a) above, as at March 31,2024, are as follows:

Name of the Statute	Nature of Dues	Amount (Rs. in Lakhs)	Period to which the amount relates	Forum where dispute is pending
Income Tax Act 1961	Income Tax	1,530.67	2017-2018	Dispute Resolution Panel
Income Tax Act 1961	Income Tax	110.35	2015-2016	Income Tax Appellate Tribunal
Finance Act 1944	Service Tax	75.48	2004-2005 to 2007-2008	Commissioner (Appeals)
Finance Act 1944	Service Tax	373.72	2008-2009 to 2012-2013	Principal Commissioner of Service Tax
Central Excise Act 1944	Excise Duty	42.30	1999 to 2003	Commissioner (Appeals)

viii) In our opinion and on the basis of information and explanations given to us and as represented by the management, we have neither come across nor have been informed oftransactions which were previously not recorded in books ofaccount and that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

ix) a. In our opinion and on the basis ofinformation and explanations given to us by the management, the Company has defaulted in repayment ofdues to the following banks and financial institutions:

Name of the Bank/ Financial Institution	Principal	Interest	Period of Default
Term Loans from Banks
ICICI BankLimited	4,649.54	2,126.62	June 2019 to March 31,2024
HDFC BankLimited	6,800.00	3,384.60	June 2019 to March 31,2024
RBL Bank Limited	4,752.33	2,522.20	July 2019to March 31,2024
Axis BankLimited	25,000.00	12,850.02	July 2019to March 31,2024
RBL Bank Limited	23,500.00	12,325.19	July 2019to March 31,2024
HDFC Bank Limited	17,901.97	8,672.76	May 2019 to March31,2024
IndusInd BankLimited	7,484.81	4,267.33	December2019to March 31,2024
HDFC Bank Limited (Refer Note no. 21.8)	894.82	376.94	January 2020 to March 31,2024
Term Loan from Others
J. C. Flowers Asset Reconstruction Private Limited* **	4,375.00	2,045.07	March2019to March31,2024
J. C. Flowers Asset Reconstruction Private Limited**	33,026.61	15,112.62	March2019to March31,2024
Ragini Finance Limited	950.00	-	October2019to March 31,2024
Digvijay Finlease Limited	1,950.00	-	October 2019to March 31,2024
PDK Impex Private Limited	475.00	-	March 31,2020 to March 31,2024
Cash Credit
Axis BankLimited	-	467.99	October2019to March 31,2024
HDFC Bank Limited	3,557.65	2,866.14	May 2019 to March31,2024
State Bank of India Limited	5,368.42	3,262.80	June 2019to March 31,2024
Punjab National Bank Limited	4,196.11	2,064.80	February 2020 to March 31,2024
Indian Bank Limited	2,332.77	1,208.90	February 29,2020 to March 31,2024
J. C. Flowers Asset Reconstruction Private Limited**	590.05	-	May 2019to March31,2024
RBL Bank Limited	1,839.00	1,955.80	July 2019to March 31,2024
UCO Bank Limited	1,371.99	745.40	May31,2020 to March 31,2024
ICICI BankLimited	4,677.47	3,438.10	June 2019 to March 31,2024

**Yes Bank Limited has assigned all the facilities to J. C. Flowers Asset Reconstruction Private Limited in earlier years.

The above amounts have been disclosed on the basis as described in Note no. 59(c) of the financial statement. The above defaults and amount due are however subject to confirmation and reconciliation with respective parties and completion of the resolution with respect to companys borrowings by the lenders (Refer Note no. 59(a)).

b. According to the information, explanations and representation given to us by the management, we report that the Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

c. In our opinion and on the basis ofinformation and explanations given to us by the management, the Company has not taken any term loan during the year and hence, 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 financial statements of the company, we report that short term funds to the extent of Rs. 2,63,450.27 lakhs have been used by the company for long-term purposes.

e. According to the information and explanations given to us and as per the audit procedure performed by us, 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 orassociates.

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. However, details of the pledge of securities held in its subsidiaries against borrowings made in earlier years where the company has defaulted in repayment thereofare as follows:

Nature of loan taken	Nameoflender	Name of the subsidiary	Details of security pledged
Term Loan	J. C. Flowers Asset Reconstruction Private Limited	Borelli Tea Holdings Limited	Pledge of Investment in Phuben Tea Company Limited

*As stated in Note no. 7.4, these investments have been sold and proceeds thereof subsequent to the balance sheet date have been paid to the lenders.

x) a. The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year.Accordingly, reporting under Clause 3(x)(a) of the Order is not applicable to the Company.

b. 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 fully or partly convertible debentures during the year. Accordingly, clause 3 (x)(b) of the Order is not applicable to the Company.

xi) a. During the course of our examination of books of account carried out in accordance with generally accepted auditing practices in India, we have neither come across incidence of any material fraud by the company or on the company nor have we been informed ofany such case by the management.

In respect of matters involving fraud suspected by predecessor auditor in the earlier years and reported upon by them, final outcome of inspection or other course of action by regulatory authorities as stated in Para (g) of Basis for Adverse Opinion Section is awaited and as such cannot be commented upon by us.

b. During the course ofour examination of the books and records of the Company, carried out inaccordance with the generally accepted auditing practices in India, and according to the information and explanations given to us and representation received from the management, a report under Section143(12) of the Act, in Form ADT-4, as prescribed under rule 13 of Companies (Audit and Auditors)Rules, 2014 (as amended) has not been filed with the Central Government. Such report was however filed in the earlier years by the predecessor auditor for which as stated in Para (g) of the Basis for Adverse Opinion section above final outcome is awaited.

c. As represented to us by the management, there were no whistle blower complaints received by the company during the year.

xii) The Company is not a Nidhi company and hence reporting under paragraph 3(xii) of the Order is not applicable to the Company.

xiii) Due to the effects/ possible effects of the matters and reasons thereon as described in para (g) of the Basis for Adverse Opinion Section of our report whereby transactions and outstanding from certain promoter companies have not been considered as related party transaction, we are unable to state whether the Company is in compliance with respect to Sections 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the completeness / correctness of the disclosures / details of related party transactions in the standalone financial statements as required by the applicable Indian Accounting Standards, as such cannot be ascertained and commented upon by us.

xiv) a. The Internal audit of the Company has been carried out by firms of Chartered Accountants. The system followed, in our opinion, is generally commensurate with the size and nature of its business.

b. We have considered, during the course ofouraudit,the reports of the internal auditorforthe period under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures in accordance with the guidance provided in SA 610 "Using the work of Internal Auditors".

xv) According to the information and explanations given to us and as represented to us by the management and based on our examination of the records, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

xvi) a. In our opinion, the Company is not required to be registered under section 45-IAof the Reserve BankofIndia Act, 1934. Hence, reporting under clause 3(xvi)(a) of the Order is not applicable to the company.

b. The Company has not conducted any Non-Banking Financial or Housing Finance Activities as required under Reserve Bank of India Act, 1934. Hence, 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. Hence, reporting under clause 3(xvi)(c) of the Order is not applicable to the company.

d. In our opinion and based on the representation received by us from the management, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable to the company.

xvii) On the basis of overall examination of the financial statement and after taking the impact of basis for adverse opinion to the extent quantifiable, the Company has incurred cash losses to the extent of Rs. 33,767.13 lakhs during the financial year covered by ourauditand Rs. 1,08,872.76 lakhs (including Rs. 93,342.16 lakhs relating to provision against loans,advances and interest given in earlieryears) in the immediately preceding financial year.

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

xix) As stated in Note no. 59(a),there is a material uncertainty with respectto going concern pending resolution of the companys borrowing by the lenders. The ability to continue as a going concern is dependent upon arriving at a suitable resolution with respect to the companys borrowing including the amount payable in this respect to the bankers as well as to asset reconstruction company in the cases where the debt has been assigned to them and timely implementation thereof. In the event of the managements expectation in this respect and estimation etc., not turning out to be feasible in future, validity of assumption for going concern and possible impact thereof including on carrying value of tangible and intangible assets even though expected to be material, as such presently cannot be ascertained. Having regard to this and other information accompanying the financial statements and our knowledge of the Board of Directors and in the absence of any concrete plan for repayment of debt and liabilities pending suitable resolution of borrowings by the lender and required evidences supporting the assumptions, there is material uncertainty as on the date of the Audit Report with respect to companys capability for meeting its liabilities existing as on March 31,2024 as and when they fall due within a period of one year from the balance sheet date and as such we are unable to comment on the matter required to be reported under this clause.

xx) The provisions relating to Corporate Social Responsibility under Section 135 of the Act are not applicable to the Company. Accordingly, reporting under clause 3(xx) of the Order is not applicable to the Company.

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 Lodha&Co,
	Chartered Accountants
	Firms ICAI Registration No.:301051E/E300284
Place: Kolkata	R. P. Singh
Date: May 30, 2024	Partner
	Membership No:52438
	UDIN: 24052438BKFNEO1300