PC Jeweller Ltd Auditor Reports

TO THE MEMBERS OF PC JEWELLER LIMITED

Report on the Audit of the Standalone Financial Statements Qualified Opinion

1. We have audited the accompanying standalone financial statements of PC Jeweller Limited (‘the Company), which comprise the Standalone Balance Sheet as at 31 March 2023, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Cash Flow Statement and the Standalone Statement of Changes in Equity for the year then ended and notes to the financial statements including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

2. In our opinion and to the best of our information and accordingto the explanations given to us, except for the possible effectsof the matter described in the Basis for Qualified Opinionsection of our report, the aforesaid standalone financialstatements give the information required by the CompaniesAct, 2013 (‘ the Act) in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards ("Ind AS") prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India, ofthe state of affairs of the Company as at 31 March 2023 and itsloss (including other comprehensive income), its cash flowsand the changes in equity for the year ended on that date.

3. Basis for Qualified Opinion

(i) As explained in Note 51 to the accompanying standalone financial statements, the Company during the financial year ended 31 March 2019 had provided discounts of Rs 513.65 crore to its export customers which had been adjusted against the revenues for the said year. The Company had initiated the process of complying with the requirements of the Master Circular on Exports of Goods and Services issued by the Reserve Bank of India and had filed the necessary applications with the appropriate authority for approval of such discounts, which is a prerequisite, under the Foreign Exchange Management Act, 1999. Subsequently, the Company has obtained the approvals from the authorized dealer banks for reduction in receivables corresponding to discounts amounting to Rs 330.49 crore. For the remaining discounts of Rs183.16 crore, in the absence of requisite approvals and material evidence related to such transactions, we are unable to comment on the impact, if any, of the same on the accompanying standalone financial statements. Auditors Opinion for the year ended 31 March 2019, 31 March 2020, 31 March 2021 and 31 March 2022 were also modified in respect of this matter.

(ii) With respect to provision for the expected credit loss/impairment relating to overdue overseas Trade Receivables as required under Ind-AS 109, the management has calculated an additional provision of Rs 11.96 crores during the year in respect of these overdue receivables. However, no realization has been made during the year against overdue trade receivables towards export of goods aggregating to Rs 1707.27 crores (including unrealized foreign currency exchange gain of Rs 239.74 crores) as on 31 March 2023 out of which Rs 1355.56 crores (including unrealized foreign currency exchange gain of Rs 197.04 crores) is outstanding from more than 3 years. Also no export transactions have been done with these overseas debtors during the year. Further, as informed to us, legal notices have been served to the overseas debtors and the company is in process of finalizing legal counsel for initiating legal proceedings. Upto 31 March 2023, the company has made an ECL provision of only Rs 262.59 crore based on revised payment schedule as provided by the overseas debtors.

Despite of no realization as per the scheduled expected dates from the export receivables and considering the initiation of legal route for recovery during the year, we are unable to examine adequacy of the provision for expected credit losses and its consequential impact and adjustments on the accompanying standalone financial statements.

(iii) As explained in Note 50 to the accompanying standalone financial statements, due to rejection of the resolution plan by the Lenders, the Lead Bank has initiated the recovery proceedings through Debt Recovery Tribunal (DRT) and obtained an order to seize, take control and prepare an inventory of entire stocks of hypothecated assets to the lenders. In response, the company has moved to the Debts Recovery Appellate Tribunal (DRAT) against the order of the DRT, and the matter is sub-judice. Meanwhile some of the other consortium members have also filed their recovery suit in DRT against the company.

According to the Order of DRT and DRAT, the appointed agencies along with valuers have started necessary implementation of the Order including inventorization and valuation of inventory at some locations of the company. Since, those locations were carrying major inventory and were under process of inventorization and valuation as per the order of DRT/DRAT as on 31 March 2023, the physical verification/inspection/ valuation of the inventory could not be conducted by the management at these locations. This, being a significant event, may have an adverse impact on the Goodwill and the Brand image of the company which may affect the Net Realisable Value of the Inventory. Further, significant quantum of inventory was lying with Third Parties (Karigars/Job-Workers) which could not be physically verified/inspected by independent agency/ lenders. Such inventory lying with third parties is not adequately insured.

Further, no valuation reports by the independent Gemologist/valuer were made available to us for the inventory as shown in accompanying standalone financial statements.

In view of the above, we are unable to examine and express an opinion on inventory value and its consequential impact and adjustments on the accompanying standalone financial statements.

4. We conducted our audit in accordance with the Standards on Auditing (‘SAs) specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditors Responsibilities for the Audit of the standalone financial statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘the 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 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 obtained by us, is sufficient and appropriate to provide a basis for our qualified opinion.

Material Uncertainty related to Going Concern

5. Rejection of proposed resolution plan in relation to companys borrowing exposure, Order of DRT for initiation of full recovery proceedings on application of lead bank (SBI) and issuance of recall notices by the lenders, as explained in Note 50 to the accompanying standalone financial statements, indicates that a material uncertainty exists that may cast significant doubt on the ability of the company to continue as a going concern.

Our opinion is not modified in respect of this matter.

Emphasis of Matters

6. We draw attention to:

(i) Note 52 to the accompanying standalone financial statements regarding the delays in receipt of proceeds denominated in foreign currency against export of goods made by the company to its overseas customers aggregating to Rs 1707.27 crores as on 31 March 2023, beyond the timelines stipulated under the Foreign Exchange Management Act, 1999. The management of the company has filed the necessary applications with the appropriate authority for condonation of such delays to regularize the default. Pending condonation of such delay by the appropriate authority, management is of the view that the possible penalties that may be levied, are currently unascertainable but would not be material and accordingly, no consequential adjustments have been made to the accompanying standalone financial statements with respect to such delay/default.

(ii) Note 53 to the accompanying standalone financial statements regarding impairment assessment of companys total exposure in its subsidiaries. The management of the company has carried out the impairment assessment using the Discounted Cash Flow Valuation Model, which is complex and involves the use of significant management estimates and assumptions that are dependent on expected future market and economic conditions and accordingly recognized additional provision for impairment amounting to Rs 104.15 crores in respect of exposure in PC Universal Private Limited in the standalone financial statements of the company.

Our opinion is not modified in respect of the above matters.

Key Audit Matters

7. 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.

Except for the matters described in the Basis for Qualified Opinion section and material uncertainty related to the going concern section, we have determined that there are no other key audit matters to be communicated in our report.

Information other than the Standalone Financial Statements and Auditors Report thereon

8. The Companys Management and Board of Directors are responsible for the preparation of other information. The other information comprises the information included in the Companys annual report, but does not include the standalone financial statements and our auditors report thereon. The annual report is to be made available to us after the date of the auditors report.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of audit, or otherwise appears to be materially misstated.

When we read the other information identified above, if we conclude thatthere is a material misstatement therein, weare required to communicate the matter to those charged with governance and take necessary actions as per applicable laws and regulations.

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

9. The accompanying standalone financial statements havebeen approved by the Companys Board of Directors.The Companys Board of Directors is responsible for thematters stated in section 134(5) of the Act with respect tothe preparation of these standalone financial statementsthat give a true and fair view of the financial position,financial performance including other comprehensiveincome, changes in equity and cash flows of the Companyin accordance with the accounting principles generallyaccepted in India, including the Ind AS specified undersection 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assetsof the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriateaccounting policies; making judgments and estimates thatare reasonable and prudent; and design, implementationand maintenance of adequate internal financial controls,that were operating effectively for ensuring the accuracyand completeness of the accounting records, relevant to thepreparation and presentation of the financial statementsthat give a true and fair view and are free from materialmisstatement, whether due to fraud or error.

10. 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.

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

Auditors Responsibilities for the Audit of the Standalone Financial Statements

12. 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.

13. 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, 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 Management.

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

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

14. 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 defeciencies in internal control that we identify during our audit.

15. 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.

16. 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 Matter

17. Advance recoverable from Staff amounting to Rs 2.12 crore (including Rs 1.13 crore pertaining to Key Managerial Personnel) has been written off during the year after taking approvals from the board of directors as well as Audit Committee.

18. As mentioned in the order of the DRAT, a special audit has been ordered by bankers to audit the exchange sales transactions without payment of cash/ transfer of money, and to submit weekly details of Exchange Sales to Agency for Specialized Monitoring (ASM) appointed by lenders for his verification. As per the information furnished to us, including the reports of ASM, the company has recorded exchange sales of Rs 1795.70 crore approx. (including GST) out of total sales of Rs 2424.32 crore (including GST) for the year ended 31 March 2023.

Our opinion is not modified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

19. As required by section 197(16) of the Act, based on our audit and to the best of our information and according to the explanations given to us, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limit prescribed under Schedule V of the Act.

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

21. As required by Section 143(3) of the Act, we report that:

(a) we have sought and except for the matter described in the Basis for Qualified Opinion section, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

(b) except for the possible effects of the matter described in the Basis for Qualified Opinion section, 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 standalone financial statements dealt with by this report are in agreement with the books of accounts;

(d) except for the possible effects of the matter described in the Basis for Qualified Opinion section, in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

(e) on the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of section 164(2) of the Act;

(f) the qualifications relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion section;

(g) we have also audited the internal financial controls with reference to financial statements of the Company as on 31 March 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date and our report as per "Annexure B" expressed unmodified opinion; and (h) with respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The company, as detailed in Note 44 to the standalone financials statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2023;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2023.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company during the year ended 31 March 2023.

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 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")

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, no funds have been received by the company from any persons or entities, 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")

provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and (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 mis-statement. v. No dividend has been declared or paid during the year by the company. vi. Since applicability of maintenance of audit trail in accounting software has been deferred to 1 April 2023, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31 March 2023.

For Arun K Agarwal & Associates

Chartered Accountants

(Firms Registration No. 003917N)

Sd/-

Arun Kumar Agarwal

(Partner) M. No. 082899

UDIN: 23082899BGXXGO6293 Place: New Delhi Date: 30.05.2023

Annexure A to the Independent Auditors Report of even date to the members of PC Jeweller Limited, on the standalone financial statements for the year ended 31 March 2023

Based on the audit procedures performed for the purpose of reporting a true and fair view on the standalone financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit and to the best of our knowledge and belief, we report that:

i. (a) (A) The company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment ("PPE") and relevant details of right-of-use assets.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(b) ThePPE and right-to-use assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the PPE and right-to-use assets is reasonable having regard to the size of the Company and the nature of its assets.

(c) The title deeds of immovable properties(other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the Company.

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

(e) No proceedings have been initiated during the year or are pending against the Company as at 31 March 2023 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 during the year, except for stocks lying with third parties. For stocks lying with the third parties, at the year-end, written confirmations have been obtained by the management. However, as mentioned in para 3(iii) of Basis of Qualified Opinion section of our report, physical verification of inventory lying at some locations containing major portion of inventory could not be done at the year-end on account ofongoinginventorization and valuation by appointed agencies as per order of DRT and DRAT. In absences of such physical verification, we are unable to comment on discrepancies or quantum of discrepancies.

(b) Company has been sanctioned working capital limits in excess of rupees five crore, in aggregate, from banks or financial institutions which are secured on the basis of security of current assets. The quarterly returns or statements filed by the company with such banks or financial institutions are in agreement with the books of account of the Company except the variances listed below. Statements for the quarter ended Dec. 2022 and March 2023 were not submitted by the company. (Refer Note 54(d) to the standalone financials statements)

Particulars	Amount as per statements submitted to bankers	Amount as per books of accounts	Differences in Amount	Differences in %
Inventory
Qtr. ended June 2022	5,584.71	5,583.76	0.95	0.02%
Qtr. ended Sep. 2022	5,717.71	5,715.71	2.00	0.03%
Sundry Receivables
Qtr. ended June 2022	1,495.29	1,417.10	78.19	5.23%
Qtr. ended Sep. 2022	1,501.72	1,477.72	24.00	1.60%

iii. During the year, the company has not made investments in, provided any guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties and hence reporting under clause 3(iii)(a), (b) & (f) of the Order is not applicable.

(c) In respect of loans granted by the companyin earlier years to its 2 subsidiaries having outstanding balance of Rs158.77 croresand other staff advances having outstanding balance of Rs1.21 crores as at the balance sheet date, schedule of repayment of principal and payment of interest has not been stipulated.Further, in case of loan granted in earlier years to a company having outstanding balance of Rs8.58 crores as at the balance sheet date, schedule of repayment is stipulated, however repayment of principal is not due as at the balance sheet date.

(d) In absence of specific schedule of repayment of principal and payment of interest, we are unable to comment on the amount overdue for more than 90 days as at the balance sheet date as per clause 3(iii)(d) of the Order.

(e) In absence of specific schedule of repayment of principal and payment of interest, we are unable to comment on the amount fallen due during the year as per clause 3(iii)(e) of the Order. However, considering the doubtful recoverability, a provision for impairment of Rs 135.27 crores is accounted upto 31 March 2023 against loans granted to subsidiaries. Also staff advances amounting to Rs 2.12 crore have been written off during the year after taking approvals from the board of directors as well as Audit Committee.

iv. The company has complied with the provisions of section 185 and 186 of the Act, with respect to the grant of loan and making investment. Further, the Company has not entered into any transaction covered under Section 185 and Section 186 of the Act in respect of guarantees and security.

v. The Company has complied with the directives issued by the Reserve Bank of India, the provisions of Sections 73 to 76 and other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended) as applicable, with regard to the deposits accepted. According to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal, in this regard.

vi. The Central Government has not specified maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of Companys products. Accordingly, the provisions of clause 3(vi) of the Order are not applicable.

vii. (a) Undisputed statutory dues including Goods and Services Tax, provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues, as applicable, have generally been regularly deposited to the appropriate authorities, though there has been a slight delay in a few cases. Further, undisputed amounts payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Name of the Statute	Nature of the dues	Amount ( in crore)	Period to which amount relates	Due Date	Date of Payment
Income-tax Act, 1961	Income-tax (including interest)	106.43	AY 2018-19	15.03.2018	Not yet paid

(b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on 31 March 2023 on account of disputes are given below:

Name of the Statute	Nature of the dues	Amount (Rs in crore)	Paid under Protest (Rs in crores)	Period to which it pertains	Forum at which case is pending
Income-tax Act, 1961	Income-tax	0.19	-	AY 2009-10	Income-tax Appellate Tribunal
		0.23	-	AY 2017-18	CIT (Appeals)
Customs Act, 1962	Custom duty	5.12	2.43	FY 2010-11	Custom, Excise and Service Tax Appellate Tribunal, New Delhi
Rajasthan Value Added Tax Act, 2003	Value added tax	0.05	-	FY 2010-11	The Rajasthan High Court
		0.44	-	FY 2011-12
		0.50	-	FY 2012-13
		2.73	-	FY 2013-14
		2.31	-	FY 2014-15
		2.21	-	FY 2015-16

viii. As informed to us, 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 defaulted in repayment of loans (including interest) to its Bankers in respect of Rs3626.09 Crores as on 31 March 2023. Refer Note 19to the standalone financial statements. The lender wise details are tabulated as under:

Nature of borrowing, including debt securities	Name of lender	Amount of Default in crores	Whether principal or interest	Period of Default	Remarks, if any
Working Capital Loans,	Punjab National Bank	538.43	Principal and	Ranging between	Classified as
Cash Credit Facilities and SBLC Devolvement Funded	State Bank of India	1150.75	Interest	1 to 1095 days as on 31.03.2023	Non- Performing Assets with all the banks
Interest Term Loan	Union Bank of India	588.50
	Indian Bank	255.63
	Bank of India	219.65
	Indian Overseas Bank	220.52
	IDBI BANK	106.36
	Bank of Baroda	51.07
	Axis Bank	56.14
	IDFC	65.17
	Canara Bank	186.63
	KVB Bank	31.41
	Induslnd Bank	25.68
	Kotak Bank	130.15

(b) As informed to us, the Company has not been declared wilful defaulter by any bank or financial institution or other lender.

(c) Term loans were applied for the purpose for which the loans were obtained;

(d) Based 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) Based 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) As informed to us, the Company has not raised any loans during the year on the pledge of securities held in its subsidiaries.

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

xi. (a) No material fraud by the company or on the company by its officers or employees has been noticed or reported during the year.

(b) No report under sub-section (12) of section 143 of the 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) As informed, no whistle blower complaints have been received by the Company during the year.

xii. In our opinion, the company is not a Nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. In our opinion, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and requisite details of such transactions have been disclosed in the standalone financial statements as required by the applicable Ind AS.

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. As informed to us, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi. (a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934. Accordingly, paragraph 3(xvi) (a), (b) and (c) of the Order is not applicable to the Company.

(b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016). Accordingly, paragraph 3(xvi) (d) of the Order is not applicable to the Company.

xvii. The Company has incurred cash losses of Rs216.52 croresduring the financial year covered by our auditand Rs 407.21 crores during the immediately preceding financial year.

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

xix. Refer to Basis of Qualified Opinion section of our report (Para 3 above) with respect to overdue overseas receivables and inventory valuation and considering the material uncertainty related to going concern(as mentioned in para 5 of our report), we are unable to comment on companys capacity of meeting its liabilities existing as on balance sheet date as per clause 3(xix) of the Order.

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) Details of unspent amount towards CSR under subsection (5) of section 135 of the Act, pursuant to ongoing project is given below. Refer Note 46 to the standalone financial statements.

Relevant Financial Year	Amount identified for spending on CSR activities for ongoing project	Unspent Amount	Amount Transferred to Special Account till the date of our report	Due date of transfer to the account	Actual date of transfer to the account	No. of days of delay
2020-21	6.50	6.50	Nil	30.04.2021	Not yet paid	Not yet paid
2021-22	0.94	0.94	Nil	30.04.2022

For Arun K Agarwal & Associates

Chartered Accountants

(Firms Registration No. 003917N) Sd/-

Arun Kumar Agarwal

(Partner) M. No. 082899

UDIN: 23082899BGXXGO6293

Place: New Delhi

Date: 30.05.2023