We have audited the accompanying standalone financial statements of Ion Exchange (India) Limited (the “Company”) which include a branch located at Bengaluru and IEI Shareholding (Staff Welfare) Trusts - (Sixty Trusts) and HMIL Shareholding (Staff Welfare) Trusts - (Seventeen Trusts) (“Trusts”), which comprise the Balance Sheet as at 31st March 2025, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year ended on that date, and notes to the financial statements, including a summary of material accounting policies and other explanatory information, in which are incorporated the return for year ended on that date of the Company's branch at Bengaluru and financial statements of the Trusts, for the year ended on that date, audited by the branch auditor and trust auditors respectively (herein after referred to as 'standalone financial statements').
In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports of the branch auditor and trust auditors on separate financial statements of the branch and trusts referred to in the Other Matters section below, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (the “Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2025, and its profit, total comprehensive income, its cash flows and the changes in equity 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 (“SA”s) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibility 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 Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us and the audit evidence obtained by the branch auditor and trust auditors in terms of their reports referred to in the Other Matters section below, 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 the standalone 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.
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Key Audit Matter
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Auditor's Response
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1
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Revenue recognition - (Engineering
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Audit procedures performed included the following:
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Contracts)
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1.
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Understood the process and controls around estimation
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(Refer Note 27 and 41 of the Standalone Financial
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process and derivation of estimated cost (cost to complete) of
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Statements).
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engineering contracts.
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The Company recognises revenue on the basis of
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2.
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Evaluated and tested design, implementation and operating
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stage of completion in proportion of the contract
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effectiveness of internal financial controls addressing this risk.
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costs incurred at balance sheet date, relative to the total estimated costs of the contract at completion.
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3.
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Reviewed the Company's accounting policies with respect to accounting and revenue recognition relating to Engineering Contracts.
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There are significant accounting judgements in estimating revenue to be recognised on contracts with customers, including estimation of costs to complete.
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4.
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Obtained the listing of contracts active during the year and selected samples. For selected samples;
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Sr.
No.
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Key Audit Matter
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Auditor's Response
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Determination of total estimated cost involves significant estimates of costs pertaining to materials, sub-contracting and various other overheads. Cost contingencies are included in these estimates to take into account specific risks of uncertainties or disputed claims against the Company, arising within each contract. Accordingly, during the current year, revenue recognition has been evaluated as a key audit matter.
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We read the key contractual terms and milestones as per signed contracts and amendments, as applicable and tested revenue recognized in accordance with Ind AS as follows:
i. Verified the approval of percentage of completion workings as well as approved budgeted cost and traced back the revenue recognition to general ledgers and financial statements.
ii. Tested the Company's forecast of cost to completion, through comparison of costs incurred with project budgets, and executed purchase orders and agreements. Identified significant variations and tested variation resulting into re-estimating the remaining costs to complete the contract.
iii. Inquired with the project and commercial departments about modifications to cost to complete, evaluated and challenged rationale for modification.
iv. Verified the approval documents for change in estimated cost during the year and if there is change in margin due to addition/ deletion of items in Percentage of Completion (POC) then the same is approved as per authority matrix mentioned in POC review control.
v. Compared, on a sample basis, revenue recorded during the year with the underlying contracts, progress reports, invoices raised on customers and collections in bank accounts. Also, evaluation of onerous contracts, contract assets and unearned revenue for recognition in accordance with the Company's revenue recognition policies.
vi. Performed analytical procedures on incurred and estimated contract costs or efforts. It includes assessment of contracts with unusual or negative margins, little or no movement in efforts from previous periods.
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2
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Assessment of impairment of investments in subsidiaries of the Company.
(Refer Note 7 and 45 of the standalone financial statements).
The Company carries out impairment assessment for investments where, there exists impairment indicators by:
Comparing the carrying value of each investment with the net asset values of each company.
Comparing the performance of the investee companies with projections used for valuations and approved business plans. The recoverable amounts of the above investments are estimated in order to determine the extent of the impairment loss.
Assessment of impairment of investment in subsidiary company has been determined as a key audit matter.
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Audit procedures performed:
1. Understood the process and controls around management's impairment assessment of investments in its subsidiaries.
2. Evaluated the design, implementation, and operating effectiveness of key internal controls over impairment assessment of investments in subsidiaries.
3. Compared the carrying values of the Company's investment in subsidiaries and associates with their respective net asset values/ recoverable values and the consequent allowance for impairment if any.
4. Assessed the indications of impairment of investments in subsidiaries and associates. We have also examined the basis of estimates of the recoverable amounts of these investments, the assumptions used in making such estimates, and the allowance for impairment. In cases where such indicators existed, we have assessed for the estimation made by the Company for the recoverable amounts.
5. Assessed the reasonability of management's assumptions used to project the cashflows for the purpose of analysing the recoverability of investments in its subsidiaries.
6. Involved internal valuation expert to assist in evaluating the key assumptions of the valuations.
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Key Audit Matter
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Auditor's Response
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7. Evaluated key assumptions in the Company's valuation models used to determine recoverable amount including assumptions of projected adjusted Cash Flow growth rate, rate used for discounting cash flows etc. We also evaluated the forecasts based on historical performance.
8. Tested the arithmetical accuracy of the computation of recoverable amounts of cash generating units.
9. Performed a retrospective analysis of actual performance with projections to identify significant variations and challenged whether those variations are required to be considered in estimating future projections.
10. Tested the related disclosure in Note 7 of the standalone financial statements.
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Information Other than the Financial Statements and Auditor's Report Thereon
• The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Director's report and Management Discussion and Analysis Report but does not include the consolidated financial statements, standalone financial statements and our auditor's report thereon. The said reports are expected to be made available to us after the date of this auditor's report.
• Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
• In connection with our audit of the standalone financial statements, our responsibility is to read the other information, identified above when it becomes available, compare with the financial statements of the branch, audited by the branch auditor and trust auditors of the IEIL Shareholdings (Staff Welfare) Trust and HMIL Shareholding (Staff Welfare) trust, to the extent it relates to these branch and trusts, in doing so, place reliance on the work of the branch auditors and trust auditors and, consider whether the other information, and Other information so far as it relates to the branch is traced from their financial statements audited by the branch auditors and trust auditors respectively 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.
• When we read the report mentioned above, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required under SA 720 'The Auditor's responsibilities Relating to Other Information'
Responsibilities of Management and Board of Directors for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 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 and Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
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Key Audit Matter
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Auditor's Response
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Determination of total estimated cost involves significant estimates of costs pertaining to materials, sub-contracting and various other overheads. Cost contingencies are included in these estimates to take into account specific risks of uncertainties or disputed claims against the Company, arising within each contract. Accordingly, during the current year, revenue recognition has been evaluated as a key audit matter.
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We read the key contractual terms and milestones as per signed contracts and amendments, as applicable and tested revenue recognized in accordance with Ind AS as follows:
i. Verified the approval of percentage of completion workings as well as approved budgeted cost and traced back the revenue recognition to general ledgers and financial statements.
ii. Tested the Company's forecast of cost to completion, through comparison of costs incurred with project budgets, and executed purchase orders and agreements. Identified significant variations and tested variation resulting into re-estimating the remaining costs to complete the contract.
iii. Inquired with the project and commercial departments about modifications to cost to complete, evaluated and challenged rationale for modification.
iv. Verified the approval documents for change in estimated cost during the year and if there is change in margin due to addition/ deletion of items in Percentage of Completion (POC) then the same is approved as per authority matrix mentioned in POC review control.
v. Compared, on a sample basis, revenue recorded during the year with the underlying contracts, progress reports, invoices raised on customers and collections in bank accounts. Also, evaluation of onerous contracts, contract assets and unearned revenue for recognition in accordance with the Company's revenue recognition policies.
vi. Performed analytical procedures on incurred and estimated contract costs or efforts. It includes assessment of contracts with unusual or negative margins, little or no movement in efforts from previous periods.
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2
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Assessment of impairment of investments in subsidiaries of the Company.
(Refer Note 7 and 45 of the standalone financial statements).
The Company carries out impairment assessment for investments where, there exists impairment indicators by:
Comparing the carrying value of each investment with the net asset values of each company.
Comparing the performance of the investee companies with projections used for valuations and approved business plans. The recoverable amounts of the above investments are estimated in order to determine the extent of the impairment loss.
Assessment of impairment of investment in subsidiary company has been determined as a key audit matter.
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Audit procedures performed:
1. Understood the process and controls around management's impairment assessment of investments in its subsidiaries.
2. Evaluated the design, implementation, and operating effectiveness of key internal controls over impairment assessment of investments in subsidiaries.
3. Compared the carrying values of the Company's investment in subsidiaries and associates with their respective net asset values/ recoverable values and the consequent allowance for impairment if any.
4. Assessed the indications of impairment of investments in subsidiaries and associates. We have also examined the basis of estimates of the recoverable amounts of these investments, the assumptions used in making such estimates, and the allowance for impairment. In cases where such indicators existed, we have assessed for the estimation made by the Company for the recoverable amounts.
5. Assessed the reasonability of management's assumptions used to project the cashflows for the purpose of analysing the recoverability of investments in its subsidiaries.
6. Involved internal valuation expert to assist in evaluating the key assumptions of the valuations.
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Sr.
No.
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Key Audit Matter
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Auditor's Response
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7. Evaluated key assumptions in the Company's valuation models used to determine recoverable amount including assumptions of projected adjusted Cash Flow growth rate, rate used for discounting cash flows etc. We also evaluated the forecasts based on historical performance.
8. Tested the arithmetical accuracy of the computation of recoverable amounts of cash generating units.
9. Performed a retrospective analysis of actual performance with projections to identify significant variations and challenged whether those variations are required to be considered in estimating future projections.
10. Tested the related disclosure in Note 7 of the standalone financial statements.
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Information Other than the Financial Statements and Auditor's Report Thereon
• The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Director's report and Management Discussion and Analysis Report but does not include the consolidated financial statements, standalone financial statements and our auditor's report thereon. The said reports are expected to be made available to us after the date of this auditor's report.
• Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
• In connection with our audit of the standalone financial statements, our responsibility is to read the other information, identified above when it becomes available, compare with the financial statements of the branch, audited by the branch auditor and trust auditors of the IEIL Shareholdings (Staff Welfare) Trust and HMIL Shareholding (Staff Welfare) trust, to the extent it relates to these branch and trusts, in doing so, place reliance on the work of the branch auditors and trust auditors and, consider whether the other information, and Other information so far as it relates to the branch is traced from their financial statements audited by the branch auditors and trust auditors respectively 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.
• When we read the report mentioned above, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance as required under SA 720 'The Auditor's responsibilities Relating to Other Information'
Responsibilities of Management and Board of Directors for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 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 and Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
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 auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone 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 auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the Company and its branch and trusts to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities or business activities included in the standalone financial statements of which we are the independent auditors. For the other entities or business activities included in the standalone financial statements, which have been audited by the branch auditor or trust auditors, such branch auditor and trust auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
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 may be influenced. We consider 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 identified misstatements 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 audit findings, including any significant deficiencies in internal financial controls 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 period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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 auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone 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 auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the Company and its branch and trusts to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of the financial statements of such entities or business activities included in the standalone financial statements of which we are the independent auditors. For the other entities or business activities included in the standalone financial statements, which have been audited by the branch auditor or trust auditors, such branch auditor and trust auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
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 may be influenced. We consider 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 identified misstatements 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 audit findings, including any significant deficiencies in internal financial controls 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 period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Other Matters
We did not audit the financial statements of one branch and seventy seven trusts included in the standalone financial statements of the Company whose financial statements reflect total assets of Rs. 9,734.72 lacs as at 31st March 2025 and total revenue of Rs. 14,638.96 lacs for the year ended on that date, as considered in the standalone financial statements. The financial statements of these branch and trusts have been audited by the branch auditor and trust auditors whose reports have been furnished to us, and our opinion in so far as it relates to the amounts and disclosures included in respect of these branch and Trusts and our report in terms of subsection (3) of Section 143 of the Act, in so far as it relates to the aforesaid branch and trusts, is based solely on the report of such branch auditor and trust auditor.
Our opinion on the standalone financial statements and our report on Other Legal and Regulatory Requirements below is not modified in respect of these matters.
The standalone financial statements of the Company for the year ended 31st March, 2024, were audited by another auditor who expressed an unmodified opinion on those statements on 29th May, 2024.
Our opinion on the standalone financial statements is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the branch auditor and
trust auditors on the separate financial statements of the branch and Seventy Seven Trusts, referred to in the Other Matters
section above we report, to the extent applicable that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and the reports of the branch auditor, and proper returns adequate for the purposes of our audit have been received from the branch not visited by us, except for not complying with the requirement of audit trail as stated in (j)(vi) below.
c) The reports on the accounts of the branch office of the Company audited under Section 143(8) of the Act by branch auditors have been sent to us and have been properly dealt with by us in preparing this report.
d) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account and with the returns received from the branch and trusts not visited by us.
e) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
f) On the basis of the written representations received from the directors as on 31st March, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2025 from being appointed as a director in terms of Section 164(2) of the Act.
g) The modification relating to the maintenance of accounts and other matters connected therewith, is as stated in paragraph (b) above.
h) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls with reference to standalone financial statements.
i) With respect to the other matters to be included in the Auditor's 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.
j) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer Note 50 to the standalone financial statements;
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative 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, as disclosed in the note
56(iv) to the financial statements no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the note 56(v) to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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.
(c) Based on the audit procedures performed 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.
v. The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with section 123 of the Act, as applicable.
As stated in note 59 to the standalone 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. Such dividend proposed is in accordance with section 123 of the Act, as applicable.
vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the year ended 31st March, 2025 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 except that no audit trail enabled at database level for accounting software. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with, in respect of accounting software for the period for which the audit trail feature was operating.
Additionally, the audit trail was enabled and operated for the year ended 31st March 2025 has been preserved by the Company as per the statutory requirements for record retention.
2. As required by the Companies (Auditor's Report) Order, 2020 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.
For Deloitte Haskins & Sells LLP
Chartered Accountants (Firm's Registration No.117366W/W-100018)
Pallavi Sharma (Partner) Membership No. 113861 UDIN: 25113861BMJIBK2873
Place: Mumbai
Date: 28th May, 2025
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