Seshasayee Paper & Boards Ltd Auditor Reports

To the Members of M/s Seshasayee Paper and Boards Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of M/s Seshasayee Paper and Boards Limited ("the Company"), which comprise the Balance Sheet as at 31^st March

2024, and the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of Material Accounting Policy

Information and other explanatory information

(hereinafter referred to as "the Standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalonefinancialstatements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,

2024 and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the 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 Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of Financial Statements as a whole, and in forming our opinion thereon and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matters	Response to Key Audit Matters
1 Other Non-Current assets include 107 crores being amount paid in the previous and current year and outstanding as on 31.3.2024 for acquisition of assets of M/s.Servalakshmi Paper Limited, Corporate debtor in liquidation (CD), on a going concern basis after being emerged as a sole successful bidder in the E-Auction and said e-auction sale having been approved by the Honble NCLT vide its order dated 12.05.2023. Appeals challenging the Honble NCLT order has been filed and are pending before the Honble NCLAT. (Refer note 1.14, to the financial statements).	We have verified by the Board of Directors approving the participation in the e-auction sale, remittance of the said amount and for carrying the assets in the books of the Company.
We identifiedthe above transaction as a key audit matter because the company and the external stakeholders focus on the above as a material on-going transaction.	We have verifiedthesalecertificateissued by the official liquidator for of M/s Servalakshmi Paper Limited as a going concern for physical handing over of land and factory premises of the corporate debtor, following the order of Honble NCLT approving the e-auction sale in favour of the company.
2 Revenue is recognized when the control of the products being sold has transferred to the customer. Revenue is measured net of any discounts and rebates. Recognition and measurement of discounts, rebates accrual, involves judgement and estimates. This leads to risk of revenue being misstated due to inaccurate estimations over discounts and volume rebates and also recognition of revenue with out complying with the delivery terms. (Refer Note 1.4 of the material accounting policy information).	We have reviewed the managements evaluation of the outcome of the appeal challenging the Honble NCLT order before Honble NCLAT for recognition and measurement of the amounts paid as a Non- Current asset.
We identified the recognition of revenue from sale of products as a key audit matter because the company and the external stakeholders focus on revenue as a key performance indicator.	Based on the above audit procedures, we conclude that the company has complied with the provision of the Companies Act, 2013, requirement of SEBI and other regulators.The payment made is confirmed and the transaction is suitably presented in the financial statements
	We have assessed the compliance of revenue recognition accounting policies, including those relating to discounts and rebates, with reference to Ind AS 115 Revenue from contracts with customers (applicable accounting standard).
	We have evaluated the design, testing the implementation, and operating effectiveness of the Companys internal controls over recognition of revenue and computing discounts and volume rebates.
	We have performed substantive testing (including for period end cut-off) by selecting samples of revenue transactions recorded for the year and agreeing to the underlying documents, which included sales invoices, e-way bills and transportation documents.
	We have performed substantive testing by selecting samples of discounts and rebate accruals and disbursements to underlying documents; Performed an analytical review of discounts and rebate accruals with prior period to evaluate the historical accuracy and unusual items.
	We have evaluated adequacy of disclosures given in Note to the financial statements Based on the audit procedures performed above, we conclude that there are no material discrepancies observed and revenue is recognized and disclosed in accordance with Ind AS 115.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and

Analysis, Boards Report including Annexures to Boards Report, Corporate Governance and Shareholders Information, but does not include 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 during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of 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

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 including other comprehensive income, changes in equity and cash flows of the

Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, 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 Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibility for the Audit of the Standalone Financial Statements

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

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

Identify and assess the risks of material misstatement of the standalone financial statements of the Company, 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 with reference to 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 the 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 thatsignificantdoubt may cast 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.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements . We consider may be influenced quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identifiedmisstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant including any internal control that we significant 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 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:

The comparative financial information of the company for the year ended 31^st March 2023 have been audited by another auditor. The report of the predecessor auditor on the comparative financial information dated 29^th April 2023 expressed an unmodified opinion. Our report is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143 (11) of the Companies Act, 2013, we give in Annexure "A"to this report, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we reportthat: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. c) The Balance Sheet and the Statement of Profit and Loss including Other

Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow Statement dealt with by this Report are in agreement with the books of accounts of the Company. d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015.

e) On the basis of the written representations received from the directors as on 31^st March, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 ^st March, 2024 from being appointed as a director in terms of Section 164 (2) of the Act f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act. h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us: i) The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements. - [Refer Note 35 to the standalone financial statements]. ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. iii) There has been no delay in transferring the 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 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 or provide any Beneficiaries") 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, no funds 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") guarantee, security or the like on behalf of the Ultimate Beneficiaries. c) Based on the audit procedures 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.

(a) The final dividend paid by the company during the year in respect of the same declared for the previous year is in accordance with Section 123 of the Act as applicable to the extent it applies to payment of dividend. (b) The company has not paid any interim dividend during the year. (c) As stated in Note 36D to the financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend proposed is in accordance with Section 123 of the Act as applicable to the extent it applies to declaration of dividend.

v) Based on our examination which included test checks, the Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

	For Suri & Co.
	Chartered Accountants
	Firm Registration No. 004283S
	Sanjeev Aditya M
	Partner
	Membership No.229694
	UDIN : 24229694BKARKS4488
Place	Chennai
Date	27.04.2024

Annexure A to the Independent Auditors report

(Referred to in our report of even date)

The Annexure referred to in Independent

Auditors Report to the members of the company on the financial statements for the year ended

31^st March 2024, we report that:

(i) In respect of the Companys Property, Plant and Equipment and Intangible Assets: (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and relevant details of right-of-useassets. (B) The Company has maintained proper records showing full particulars of intangible assets. (b) The Company has a program of physical verification of Property, Plant and Equipment so to cover all the assets annually once in a year which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) According to the information and explanation given to us, and the books and records verified by us and based on the examination of the registered sale deeds we report that, the title deeds of immovable properties of land and building which are free hold, are held in the name of the company as at Balance Sheet date.

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

(e) No proceedings have 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.

(ii) (a) The Management has conducted physical verification of inventory at reasonable intervals and in our opinion, the coverage and procedure of such verification by the management is appropriate; no discrepancies of 10% or more were noticed.

(b) The Company has been sanctioned working capital limits in excess of

5 crore, during the year, from banks and financial institutions on the basis of security of current assets. The quarterly returns or statements filed by the company with the banks or financial are in agreement with the books of account of the Company.

(iii The Company has not provided any guarantee or security or granted loans or advances in the nature of loans, secured, to companies, firms, limited liability partnership or any other parties but has made investments.

The reporting as required under this clause is given below:

(a) The company has not provided loans or provided advances in the nature of loans or stood guarantee or provided security to any other entity.

(b) In our opinion the investments made during the year are, prima facie, not prejudicial to the companys interest. The company has not provided any guarantee or security or granted loans or advances in the nature of loans.

(c) The reporting under this clause regarding repayment of principal and interest is not applicable since the company has not given any loans and advances.

(d) The reporting under this clause regarding overdue of amount more than 90 days is not applicable since the company has not given any loans and advances.

(e) The reporting under this clause regarding renewed or extended or fresh loans granted to settle over dues is not applicable since the company has not granted any loans and advances. (f) The reporting under this clause regarding any loans or advances in the nature of loans granted which are either repayable on demand or without specifying the any terms or period of repayment is not applicable since the company has not granted any loans and advances.

(iv) The Company has not granted any loans or given guarantees or provided security to directors or to persons in whom the directors are interested and hence the provisions of section 185 of the Companies Act, 2013 are not applicable.

In respect of investment made by the company, the company has complied with the provisions of section 186 of the Companies Act, 2013. The company has not made investments through investment companies.

The company has not provided any loan or security to any body corporate and hence the provisions of section 186 the Companies

Act, 2013 are not applicable to this extent.

(v) The Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under clause 3(v) of the Order is not applicable.

(vi) The Central Government has prescribed maintenance of Cost Records under Subsection (1) of Section 148 of the Companies Act, 2013. 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 of the Act, and are of the opinion that prima facie, the prescribed and such accounts and records have been made and maintained.

(vii) In respect of statutory dues: a) In our opinion, the Company has generally been regular in depositing undisputed statutory dues, including

Goods and Services tax, Provident

Fund, Employees State Insurance,

Service Tax, Income Tax, duty of Custom, duty of Excise, Cess and other material statutory dues applicable to it with the appropriate authorities.

There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees State Insurance, Service Tax, Income Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and other material statutory dues in arrears as at March

31, 2024 for a period of more than six months from the date they became payable.

(b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2024 on account of disputes are given below:

Name of the statute	Nature of dues	Amount Disputed (Rupees in crores)	Amount Paid under Protest (Rupees in crores)	Net Disputed Amount (Rupees in crores)	Forum where dispute is pending	Period to which the dues belong
Service Tax(Finance) Act, 1994	Service Tax	0.11	0.01	0.10	Commissioner (Appeals)	April 2016 - June 2017
GST Act, 2017	Input Transition Credit	1.29	–	1.29	High Court of Madras	Sep 2014 – Feb 2015, June 2015 & Oct 2015
Customs Act, 1962	Customs Duty	0.37	–	0.37	CESTAT	13/12/2002
Value Added Tax	Value Added Tax	0.08	0.08	–	TNSTAT	April 2009- March 2010
Customs Act, 1962	Customs Duty	21.64	–	21.64	Commissioner (Customs)	March 2012- January 2013
Customs Act, 1962	Customs Duty	0.09	0.01	0.08	CESTAT	18/01/2018
Customs Act, 1962	Cenvat	3.71	0.28	3.43	CESTAT	April 2012 to January 2016
Customs Act, 1962	Cenvat	1.39	0.10	1.29	CESTAT	February 2016 to June 2017
Income Tax Act, 1961	Demand under 80IA	4.86	0.97	3.89	CIT (Appeal) GST	AY 2017- 18 to AY 2020-21.
GST Act, 2017	GST	8.13	0.71	7.42	(Commissioner of Appeals)	April 2017 to March 2022

(viii) There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961). (ix) (a) The Company has not defaulted in repayment of loans or other borrowing or in the payment of interest thereon to any lender.

(b) The Company has not been declared wilful defaulter by any bank or financial institution or any other lender.

(c) The Company has not taken any term loan during the year and hence reporting under this clause is not applicable.

(d) On an overall examination of the financial statements of the Company, funds raised on short- term basis have, prima facie, not been used during the year for long-term purposes by the Company.

(e) On an overall examination of the financial statements of the Company, the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries.

(f) The Company has not raised any loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate Companies, and hence reporting on clause3(ix)(f) of the

Order is not applicable.

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

(b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.

(xi) (a) No fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

(b) No report required under sub-section (12) of section 143 of the Companies

Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report.

(c) No whistle blower complaints was received by the company during the year (and upto the date of this report).

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the

Order is not applicable.

(xiii)In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 with respect to applicable transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards. xiv) (a) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of its business.

(b) We have considered, the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

(xv) In our opinion during the year the Company has not entered in to any non-cash transactions with its Directors or persons connected with its directors. and hence provisions of section192 of the Companies Act, 2013 are not applicable to the Company.

(xvi) (a) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities during the year. (c) The Company is not a Core Investment

Company (CIC), as defined in the

Regulations made by Reserve Bank of India.

(d) We are informed there are three Core Investment Companies in the group which are exempted from registration. (xvii) The Company has not incurred cash losses during the financial year covered our audit and the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors of the Company during the year.

(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and 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 indicating that 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) There are no unspent amounts towards

Corporate Social Responsibility (CSR) on other than ongoing projects requiring a transfer to a Fund specified in Schedule VII to the Companies Act in compliance with second proviso to sub-section (5) of Section 135 of the said Act. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable for the year. b) There are no amount remaining unspent under sub-section (5) of section 135 of the Companies Act, pursuant to any ongoing project, has been transferred to special account in compliance with the provision of sub-section (6) of section 135 of the said Act.

	For Suri& Co.
	Chartered Accountants
	Firm Registration No. 004283S
	Sanjeev Aditya M
	Partner
	Membership No.229694
	UDIN : 24229694BKARKS4488
Place	Chennai
Date	27.04.2024

Annexure B to the Independent Auditors report

(Referred to in our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section

143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls with reference to the financial statements of M/s

Seshasayee Paper and Boards Limited ("the Company") as of March 31, 2024 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls with reference to the financial statements based on the internal control with reference to the financial statements criteria established by the Company considering the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to the financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,

2013, to the extent applicable to an audit of internal financial controls,both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to the financial statements were 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 to the financial statements and their operating effectiveness.

Our audit of internal financial controls with reference to the financial statements included obtaining an understanding of internal financial controls with reference to the 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 judgment, 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 with reference to the financial statements.

Meaning of Internal Financial Controls with reference to financial statements

A companys internal financial control with reference to the 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 control with reference to the financial statements includes those policies and procedures that: 1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the assets of the Company; 2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company; and 3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the Ind AS financial statements.

Inherent Limitations of Internal Financial

Controls with reference to the financial statements

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

Opinion

In our opinion, the company has, in all material respects, an adequate internal financial controls thetransactionsanddispositionsof system with reference to the financial statements and such internal financial controls with reference to the financial statements were operating effectively as at March 31, 2024, based on the internal control with reference to the financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

	For Suri& Co.
	Chartered Accountants
	Firm Registration No. 004283S
	Sanjeev Aditya M
	Partner
	Membership No.229694
	UDIN : 24229694BKARKS4488
Place	Chennai
Date	27.04.2024