We have audited the accompanying financial statements of TERRAFORM MAGNUM LIMITED ("the
Company"), which comprise the Balance Sheet as at 31* March 2024, and the Statement of Profit and
Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of
Changes in Equity for the year then ended, and a summary of material accounting policies and other
explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid 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 m 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") 3nd other accounting principles generally accepted in India, of the state of
affairs of the Company as at 31'* March 2024, 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 financial statements in accordance with the Standards on Auditing
specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further
described in the Auditor's Responsibility for the Audit of the 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 financial statements under the provisions of the Act and the Rules made thereunder, and v/e
have fulfilled our other ethical responsibilities m accordance with these requirements and the ICAi's Code
of Ethics. We believe that the audit evidence obtained by u$ is sufficient and appropriate to provide a
basis for our audit opinion on the financial statements.

Emphasis of Matter

The Company has entered into a Deed of Assignment of Leasehold Rights and of Rights under agreement
for Sale dated 26th April 2019 for assignment ("the agreement") of its rights in the property situated at
Kandivali (East), receivable over an agreed period of time. The said property /rights in the property is
treated as stock-in-trade in books of accounts. As agreed between the parties, the Company has right to
terminate the agreement in the event there Is a default to pay the consideration. The original documents
relating to the title of the property. Power of attorney and other related documents are kept with escrow
agent till the full consideration is received by the Company. However, the Company has not received
payments as per schedule of payment agreed upon [n absence of which, the Company has recourse to
the rights in the property by getting back documents tying with escrow agent and terminate the
transaction. In view of these, there is significant uncertainties relating to completion of transaction under
the above agreement In view of the same the Company will recognize revenue under Ind AS 115 on
fulfilment of specific performance obligations.

Our opinion is not modified in respect of this matter.

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. We have determined that there arc
no key audit matters to communicate in our report

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 8oord’s Report including Annexures to Board's Report, and
our auditor's reports thereon These reports are expected to be made available to us after the date
of this auditor's report.

• Our opinion on the 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 financial statements, our responsibility is to read the other
information and, in doing so. consider whether the other information is materially inconsistent with
the financial statements, or our knowledge obtained during the course of our audit or otherwise
appears to be materially misstated

• When we read the other information identified 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,'

Management's Responsibility for the Financial Statements

The Company's Board of Directors »s responsible for the matters stated in section 134(5} of the Act with
respect to the preparation of these financial statements that give a true and fair view of the financial
position, financial performance induding other comprehensive income, cash flows and changes in equity
of the Company In accordance with the Ind AS and ocher 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 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 Company's ability to
continue as a going concern, disclosing, os 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

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor's Responsibility for the Audit of the 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 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 o material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if_r 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 of an audit in accordance with SAs. wc 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 fur 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 control relevant to the audit in order to design audit
procedures that ore 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 system in place and the operating effectiveness of such controls

• Evaluate the appropriateness of accounting polities 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 financial statements or. if such disclosures arc 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. ¹

Materiality is the magnitude of misstatements in the financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the
financial statements may be Influenced. We consider quantitative materiality and qualitative factors in
(?) 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 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 control that we identify dur ing 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, v/e determine those matters that
were of most significance in the audit of the 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 shouki 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.

Report on Other Legal and Regulatory Requirements

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

3) V/e have sought and obtained all the information 3nd explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.

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

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the
Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are »n
agreement with the books of account

d) In our opinion, the aforesaid financial statements comply with the Ind AS specified under Section
133 of the Act.

e) On the basis of the written representations received from the directors as on 31⁵¹ March, 2024
taken on record by the Board of Directors, none of the directors is disqualified as on 31¹ 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 over financial reporting 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 over financial reporting.

g) With respect to the other matters to he 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.

h) 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
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 amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company.

iv.

(aI The Management has represented that, to the best of it's 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(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 It's knowledge and belief, no
funds have been received by the Company from any person(s) or ennty(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 ("Ulnmate Beneficiaries') or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaocs.

(c) Based on the audit procedures that has 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 No intcnm/final dividend declared and paid during the year by the Company is in
compliance with Section 123 of the Act.

vi. Based on our examination which included test checks, the Company has used accounting
software for maintaining its books of account which has the feature of recording audit trail
(edit log) facility and the same has operated throughout the year for all relevant
transactions recorded In the software, further, during the course of our audit we did not
come across any instance of audit trail feature being tampered with in respect of the
accounting software. Further, the Company uses another software for preparing the
financial statements which does not have the audit trial (edit log) facility.

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 8" a statement on the
matters specified in paragraphs 3 and 4 of the Order.

For DMKH & Co Chartered Accountants

Firm Registration No.: 116886W

M U KES H ^Dl*^Wy ****

iv i u o n . mukesh ladoha

LADDHA Z^^20240530

^LnL'^Unry 13:07.1? •OS’JO*

Mukesh Laddha

Partner

Membership No.: 401845

UDIN No.: 24401845BKAUQO4424

Place: Ahmedabad

Oatc: May 30, 2024

1

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.