Auditor Report of McLeod Russel (India) Ltd.

Mar 31, 2025

We have audited the accompanying Standalone financial statements of McLeod Russel India Limited (hereinafter referred to as the
"Company"), which comprise the balance sheet as at March 31, 2025, the statement of profit and Loss, statement of changes in
equity and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies (hereinafter referred to as the "financial statements").

In our opinion and to the best of our information and according to the explanations given to us, due to the significance of the matters
described in the Basis for Adverse Opinion section below, the aforesaid financial statements do not give the information required by
the Companies Act, 2013 ("the Act") in the manner so required and also does not give a true and fair view in conformity with the
Indian Accounting Standards prescribed under section 133 of the Act (''Ind AS'') and other accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2025, and it''s loss, other comprehensive Income, cash flow and the
changes in equity for the year ended on that date.

Basis for Adverse Opinion

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

a) Note no. 56(a) dealing with Inter Corporate Deposits (ICDs) aggregating Rs. 2,86,050.45 lakhs (including Interest of Rs.

9.941.50 lakhs accrued till March 31,2019) as on March 31,2025 given to promoter group and certain other entities which are
doubtful of recovery and considering recoverability etc. are prejudicial to the interest of the company. Provision of Rs.

1.01.039.50 lakhs had been made there against in the earlier year. In absence of ascertainment of the shortfall against the
remaining amount and the resultant provision thereagainst, the loss for the year is understated to that extent. Impacts in this
respect have not been ascertained by the management and recognised in these financial statements;

b) Note No. 36.2 regarding non-recognition of Interest of Rs. 12,453.63 lakhs (Including Rs. 222.37 lakhs for the year) on loans,
Inter Corporate Deposits and other amounts accepted by the company and thereby the loss for the year is understated to that
extent and non-determination of interest and other consequential adjustments/disclosures in absence of relevant terms and
conditions in respect of certain advances being so claimed by customers as stated therein. Further, as stated in Note no. 60(a)
and 60(b), penal/compound interest and other adjustments in respect of borrowings from Asset Reconstruction Companies
(''ARCs''), a Bank and loans, ICDs etc.. have not been recognised and amount payable to lenders and other parties as recognised in
this respect are subject to confirmation from respective parties and consequential reconciliation. Pending final determination of
amounts with respect to these, adjustments and impacts arising therefrom have not been ascertained and as such cannot be
commented upon by us;

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

d) Note no. 61 regarding non reconciliation/ disclosure of certain debit and credit balances with individual details and
confirmations etc. including borrowings and interest thereupon as dealt with in Note no. 60. Adjustments/ Impacts with respect
to these are currently not ascertainable and as such cannot be commented upon by us;

e) Note no. 60(c) regarding non-determination and recognition of amount payable in respect of lease rent for office premises.
Pending final determination of amount payable, adjustments and impacts arising therefrom as stated in the said note have not
been ascertained and as such cannot be commented upon by us;

f) Note no. 60(d) dealing with statutory liabilities outstanding as at the end of the period and non-determination of adjustments
including interest as stated in the said note to be given effect to in this respect. Pending final determination of amount,
adjustments and impacts arising therefrom as stated in the said note have not been ascertained and as such cannot be
commented upon by us;

g) As stated in Note no. 56(b) of the financial statements, the predecessor auditor pertaining to financial year ended March 31,
2019 in respect of loans included under Para (a) above have reported that it includes amount given to group companies
whereby applicability of Section 185 could not be ascertained and commented upon by them. They were not able to ascertain if
the aforesaid promoter companies could, in substance, be deemed to be related parties to the Company in accordance with
paragraph 10 of Ind AS-24 "Related Party Disclosures". Further certain ICDs as reported were in the nature of book entries
and/or are prejudicial to the interest of the company. Moreover, in case of advance of Rs. 1,400 lakhs to a body corporate which
had subsequently been fully provided for, appropriate audit evidences as stated were not made available. These amounts are
outstanding as on this date and status thereof have remained unchanged and uncertainty and related concerns including
utilization thereof and being prejudicial to the interest of the company are valid for periods subsequent to March 31, 2019
including current year also. The promoter companies have not been considered as related parties and therefore transactions and
outstanding from them have not been disclosed separately in the financial statements. As represented by the management, the
parties involved are not related parties requiring disclosure in terms of said Indian Accounting Standard and provisions of
Companies act 2013 and concerns expressed as above are not relevant and as such inconsequential to the company. The matter
as reported is under examination and pending before regulatory authorities. Pending final outcome of the matter under
examination we are unable to ascertain the non-compliances in this respect and comment on the same.

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

Material Uncertainty Related to Going Concern

Attention is drawn to Note no. 58 of the financial statements dealing with going concern assumption for preparation of financial
statement of the Company. The Company''s current liabilities have exceeded its current assets and operational losses incurred have
affected significantly the net worth of the company. The current affairs of the company including the matters forming part of and
dealt with under Para (a) of Basis for Adverse Opinion Para above have further impact to a significant extent on the net worth of the
company. Loans given to the promoter group and certain other entities in earlier years have mostly been utilized for providing
financial support to a promoter group company in respect of which resolution plan approved by Hon''ble National Company Law
Tribunal (NCLT''), Kolkata pursuant to CIRP proceedings is under implementation and the amounts outstanding and lying unpaid are
doubtful of recovery. Non-payment of these and operational losses incurred by the company have resulted in insufficiency of the
company''s resources for meeting its obligations. Amounts borrowed and interest thereupon could not be repaid as stipulated and
other obligations including statutory and employees'' related dues including arrears of the provident fund dues demanded by the
authorities could not be met as well.

The lender banks (excepting one) as stated in Note no. 57 of the financial statements have assigned their debt owed by the company
to them to National Asset Reconstruction Company Limited (''NARCL''), an Asset Reconstruction Company (ARC'') (over and above the
amount already assigned earlier to an another ARC). Resolution Plan for restructuring the company''s debt as stated in Note no. 58
have been submitted to the NARCL and for the remaining amount will be submitted as dealt in the said note in due course of time and
resolution required is dependent upon company''s proposal being accepted by the lenders. The circumstances, prevailing situation
and conditions indicate the existence of a material uncertainty about the Company''s ability to continue as a going concern. However,
the financial results of the Company due to the reasons stated in Note no. 58 have been prepared by the management on a going
concern basis, based on the management''s assessment of the expected successful outcome of the resolution proposal under
consideration as stated above and those to be submitted to in respect of the remaining amount of the debt and consequential
restructuring/ settlement of the amount payable against the entire amount of the borrowings and costs related thereto as per Note
no. 58 to a sustainable level and tenure, so that to ensure liquidity in the system over a period of time including as stated by the
management by way of asset monetization, promoters'' contribution etc. for carrying out the operations including repayment of the
debt, and meeting liabilities and other statutory obligations of the company. The ability to continue as a going concern is dependent
upon arriving at a suitable resolution duly accepted by the lenders with respect to the company''s borrowing as expected as on this
date and/or timely implementation thereof. Further, employees'', statutory and other liabilities including for which demands have
been raised by the authorities are required to be settled and/or agreed upon for payment over a period of time. In the event of the
management''s expectation and estimation in this respect, not turning out to be feasible in future, validity of assumption for going
concern and possible impact thereof including on carrying value of tangible and intangible assets even though expected to be
material, as such presently cannot be commented upon by us.

Key Audit Matters

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

Key Audit Matters	Addressing the key audit matters
Valuation of Biological Assets, Agricultural produce and Finished goods
Biological assets of the Company comprising of unharvested green tea leaves on tea bushes and the agricultural produce comprising of harvested green leaves are valued at fair value less cost to sell at the point of harvest. Unharvested tea leaves on tea bushes at the year end are determined on the basis of normal cycle for plucking. In respect of harvested or unharvested green leaves, since there is no active market for own leaves, estimates are used by management in determining the valuation. Finished goods produced from agricultural produce i.e. Black Tea are valued at lower of cost arrived at by adding the cost of conversion to the fair value of agricultural produce and the net realisable value.	Our Audit procedures based on which we arrived at the conclusion regarding reasonableness of valuation includes the following: • Obtaining an understanding of the production cycle, fair value measurement methodologies used and assessing the reasonableness and consistency of the significant assumptions used for determination and valuation thereof; • Evaluating the design and implementation of Company''s controls concerning the valuation of biological assets and agricultural produce; • Assessing the basis, reasonableness and accuracy of adjustments made to prices of green leaves purchased from outside suppliers considering the quality differential of the Company''s production.

Key Audit Matters	Addressing the key audit matters
The principal assumptions and estimates in the determination of the fair value include assumptions with respect to production cycle, yields, prices of green leaf purchased from third parties and the stage of transformation. These assumptions and estimates require careful evaluation by management. Given the nature of Industry these assets and valuation thereof are significant to the operation of the company.	• Assessing the yields and cycle of production to analyse the stage of transformation considered for the determination and fair valuation of biological assets; • Due to multiple location of estates, it was not possible to participate in the physical verification of inventory of finished goods i.e. Black Tea and therefore, the following alternate procedures confirming the year end determination of Inventory were applied: - In respect of verifications being carried out by the management and/or by the Independent firm of Chartered Accountants, we reviewed the reports submitted for the verification along with workings and supporting details and obtained reasons/explanation for variations observed with respect to book stock; and - Reliance has been placed on management''s representation and evidences provided for subsequent production, dispatches and collections thereagainst. • We examined the valuation process/methodology and checks being performed at multiple levels with due recognition of principle of materiality to ensure that the valuation is consistent with and as per the policy followed in this respect.
Recognition of Deferred Tax Assets (Note no. 11.1 of the Standalone financial statements)
Deferred tax Asset include MAT Credit Entitlement of Rs. 1,398.70 lakhs being carried forward in the financial statements as at March 31,2025. Further, Deferred Tax Assets in respect of MAT Credit Entitlement, Provision against inter corporate deposits and other receivable and carried forward losses aggregating to Rs. 19,287.25 lakhs for reasons stated in Note no. 11.1 pending determination of the amount thereof considering the principle of prudence has not been recognized in the financial statements. Deferred Tax estimated to be reversed during the tax holiday period has been ignored for the purpose of computation. The analysis of deferred tax has been identified as a key audit matter because this involves judgement regarding future profitability, allowability of tax deductions which are based on assumptions and projections for future period which is inherently uncertain.	Our Audit procedures based on which we arrived at the conclusion regarding reasonableness of the accounting effect and disclosures of the Deferred Tax Assets include the following: • Utilisation of Deferred tax assets have been tested on the basis of internal forecasts prepared by the Company and probability of future taxable income; • Critical review of the underlying assumptions for consistency for arriving at reasonable degree of probability on the matters; • Due consideration of principle of prudence especially amidst the Debt restructuring process and other group level restructuring and related uncertainties; • Requirement of Ind AS 12 "Income Taxes" and application thereof and disclosures made in the financial statements for ensuring the compliances on the matter; and • Reliance has been placed on management''s assumptions for possible outcome vis-a-vis resolution plan under consideration of lenders.
Going Concern Assumption (Note no. 58 of the Standalone financial statements)
The Company''s current liabilities have exceeded current assets by Rs. 3,03,098.72 lakhs as on March 31, 2025. Funds obtained by borrowings in the past and utilized for providing funds to other companies became unserviceable primarily due to non-repayment of outstanding amounts by those companies. Further, adjustments arising in respect of the matters dealt with under Basis for Adverse Opinion Section may have significant impact on the net worth of the company. The Company was unable to discharge its obligations for repayment of loans, statutory, employee related and other liabilities.	Our audit procedures included testing management''s assumptions on the appropriateness of the going concern assumptions and reasonableness of the assumptions used, focusing in particular the operational prospects, costs and other efficiencies, possibilities of resolution with respect to borrowings and other sources of funding and among others, following procedures were applied in this respect: • Review of the Resolution proposals lying for decision with the lender and reports on the Company''s valuation carried out by the Independent Valuer appointed by the lenders. This includes review of: - Core operations of the company and management expectation of sustainability thereof;

Key Audit Matters	Addressing the key audit matters
The availability of sufficient fund and the company''s ability to continue meeting it''s financial, statutory and other obligations as and when falling due for payment are important for the going concern assumption and, as such, are significant aspects of our audit.	- Minutes of the meetings of the Company with the consortium of lenders; - Deal documents detailing expression of interest for acquisition of the company''s debt by an ARC; - Broad consistency with respect to assumptions etc. for possible valuation of the business and tea estates, system and operating results and operational efficiencies and management''s forecast and outlook; and
	- Management''s actions, information system and controls with respect to operational costs and realisations thereagainst supporting the cash flow projections of the company and sustainability thereof vis-a-vis company''s obligations and plans of action towards statutory, employee related and other dues of the company.
	• Placing reliance on management''s assumptions and expectation of possible outcome of the resolution proposals under consideration of lenders; and
	• Review of disclosures made by the management in the financial statement to ensure compliances in this respect.

Information Other than the Financial Statements and Auditors'' Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the Report of the
Directors and the annexures thereto (including Management Discussion and Analysis, Report on performance and financial position
of the subsidiaries and joint ventures, Report on Corporate Governance, Annual Report on CSR Activities, Conservation of energy,
technology absorption, foreign exchange earnings and outgo and remuneration and other specified particulars of employees) but
does not include the Standalone financial statements and our auditors'' report thereon. The other information as stated above is
expected to be made available to us after the date of this Auditors'' Report.

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

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

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with
respect to the preparation and presentation of these financial statements that give a true and fair view of the state of affairs (financial
position), Total Comprehensive Income (financial performance comprising of Profit/Loss and other comprehensive income), changes
in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the
Indian Accounting Standards specified under section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation and presentation of the 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, as applicable, matters related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Company''s Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditors'' Responsibilities 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 auditors'' report that includes our opinion. Reasonable assurance is a high
level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part 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 financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on
whether the company has adequate internal financial controls system with reference to financial statements in place and the
operating effectiveness 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 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 auditors'' report to the related disclosures in the standalone financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors''
report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in
the audit of the financial statements of the current year and are therefore the key audit matters. We describe these matters in our
auditors'' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated 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 statement/ information of one overseas office included in the standalone financial statement of
the Company whose financial statement/financial information comprising of expenses to the extent of Rs. 0.80 lakhs has been
incorporated therein based on Statement of Accounts audited by an Independent firm of Chartered Accountants. The impact in
this respect is not material since this reflects total assets of Rs. 4.55 lakhs as at March 31,2025 and the total revenue of Nil for the
year ended on that date. Our opinion in so far as it relates to the amounts and disclosures included in respect of said office is
based solely on the report of Chartered Accountant.

• Attention is invited to Note no. 9.1 of the financial statement dealing with payment of managerial remuneration held in trust for
which approval of lenders as per the provisions of Companies Act'' 2013 have not yet been obtained and resultant amount lying
overdue, pending recovery thereagainst as on this date.

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

Report on Other Legal and Regulatory Requirements

1. As regards to the matters to be inquired by the auditors in terms of Section 143(1) of the Act, we report that Inter corporate
Deposits as stated in Para (a) of Basis for Our Adverse Opinion Section of this report due to reasons stated therein are prejudicial
to the interest of the company. This includes ICDs aggregating to Rs. 77,575.00 Lakhs (included under Para (g) of Basis for
Adverse Opinion) as reported by predecessor auditor which were initially given as capital advances in the earlier year and were
subsequently converted to ICDs and had been considered by them to be in the nature of book entries and prejudicial to the
interest of the company. These amounts are outstanding as on March 31,2025. The matter as stated in Para (g) of Basis for
Adverse Opinion Section of this report is under examination by relevant authorities and final outcome thereof is awaited as on
this date.

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

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

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

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

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

e) The matters described in the Basis for Adverse Opinion section above especially those relating to non-determination of
shortfall in recovery against loans, intercorporate deposits etc. and resultant non-provision thereagainst as stated in Para

(a) and (g) of that section, provision/non-determination for interest and other terms and conditions in respect of the
borrowings etc. as stated in Para (b) pending confirmation from lenders, impairment in the value of Property, Plant and
Equipment, Capital Work in Progress, Other Intangible Assets and Investment in subsidiary as stated in Para (c), non¬
determination of adjustments including interest against statutory liabilities as stated in Para (f) and Material Uncertainty
Related to Going Concern assumption pending resolution of the company''s borrowings, in our opinion, may have an
adverse effect on the functioning of the Company;

f) On the basis of the written representations received from the directors as on March 31,2025 and taken on record by the
Board of Directors of the Company, none of the directors of the Company are disqualified as on March 31, 2025 from
being appointed as a director in terms of Section 164 (2) of the Act;

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

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

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

4. With respect to the other matters to be included in the Auditors'' Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given
to us:

i. The financial statements has disclosed the impact of pending litigations on its financial position of the Company - Refer
Note no. 41 to the 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;

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

iv. (a) The Management has represented that, to the best of its knowledge and belief no funds (which are material either

individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign
entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the Company ("Ultimate Beneficiaries") 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, no funds (which are material either
individually or in the aggregate) have been received by the Company from any person or entity, including foreign
entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company
shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries; and

(c) Based on the audit procedures and generally accepted auditing practices followed in terms of SAs that have been
considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to
believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement. However, in respect of the earlier years transactions dealing with loans and
advances, securities, guarantees, etc. as given in those years which are forming part of the Basis for Adverse Opinion
as given above, we are unable to ascertain and/or comment as required under this para;

v. The company has not declared any dividend during the year thereby reporting under Section 143(11)(f) is not applicable
for the company; and

vi. (a) Based on the verification carried out by us which included test checks and samples, the Company has used two

accounting softwares, viz Oracle Financials (Oracle) and Navision, for maintaining its books of account for the year
ended March 31,2025 which have the feature of recording audit trail (edit log) facility. The Edit Log feature in case of
Oracale as stated in Note no. 62 was enabled and operated throughout the year for all relevant transactions at
application level except for certain specified applications as stated in the said note. However, the Edit log feature was
not enabled in case of Navision. Further, edit log facility at database level was not enabled to log any direct data
changes throughout the financial year.

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

(c) Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered
with and the said audit trail has been preserved by the Company as per the statutory requirements for record
retention.

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

For Lodha & Co LLP,

Chartered Accountants
Firm''s ICAI Registration No.:301051E/E300284

Vikram Matta

Partner

Place: Kolkata Membership No: 054087

Date: May 29, 2025 UDIN: 25054087BMNWES4046

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Mar 31, 2024

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

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

Basis for Adverse Opinion

Attention is invited to the following notes ofthe financial statements:

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

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

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

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

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

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

g) As stated in Note no. 58(b) ofthe financial statements, the predecessor auditor pertaining to financial year ended March 31,2019 in respect of loans included under para (a) above have reported that it includes amount given to group companies whereby applicability of Section 185 could not be ascertained and commented upon by them. They were not able to ascertain if the aforesaid promoter companies could, in substance, be deemed to be related parties to the Company in accordance with paragraph 10 of Ind AS-24 "Related Party Disclosures". Further certain ICDs as reported werein the nature of book entries and/or are prejudicial to the interest ofthe company. Moreover, in case of advance to a body corporate as stated in Note no. 18.2 which had been fully provided, appropriate audit evidences were not made available to them. These amounts are outstanding as on this date and status thereof have remained unchanged and uncertainty and related concerns including utilization thereof and being prejudicial to the interest of

the companyare valid for periods subsequent to March 31,2019 including current yearalso.The promotercompanies have not been considered as related parties and therefore transactions and outstanding from them have not been disclosed separately in the financial statements. As represented by the management, the parties involved are not related parties requiring disclosure in terms of said Indian Accounting Standard and provisions of Companies act 2013 and concerns expressed as above are not relevant and as such inconsequential to the company.The matter as reported is under examination and pending before regulatory authorities. Pending final outcome ofthe matter under examination we are unable to ascertain the non-compliances in this respect and comment on the same.

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

Material Uncertainty Related to Going Concern

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

Key Audit Matters

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

Key Audit Matters	Addressing the Key audit Matters
Valuation of Biological Assets, Agricultural produce and Finished goods
Biological assets ofthe Company comprising of unharvested green tea leaves on tea bushes and the agricultural produce comprising of harvested green leaves are valued at fair value less cost to sell at the point of harvest. Unharvested tea leaves on tea bushes at the yearend are determined on the basis of normal cycle for plucking. In respect of harvested or unharvested green leaves, since there is no active market for own leaves, estimates are used by management in determining the valuation.	Our Audit procedures based on which we arrived at the conclusion regarding reasonableness ofvaluation includes thefollowing: • Obtaining an understanding of the production cycle, fair value measurement methodologies used and assessing the reasonableness and consistency of the significant assumptions used for determination and valuationthereof; • Evaluating the design and implementation of Company''s controls concerning the valuation of biological assets and agricultural produce;

Key Audit Matters	Addressing the Key Audit Matters
Finished goods produced from agricultural produce i.e. Black Tea are valued at lower of cost arrived at by adding the cost of conversion to thefairvalue of agricultural produceand the net realisablevalue. The principal assumptions and estimates in the determination of the fair value include assumptions with respect to production cycle, yields, prices of green leaf purchased from third parties and the stage of transformation. These assumptions and estimates require careful evaluation by management. Given the nature oflndustry these assets and valuation thereof are significant to the operation of the company.	• Assessing the basis, reasonableness and accuracy of adjustments made to prices of green leaves purchased from outside suppliers considering the quality differential ofthe Company''s production. • Assessing the yields and cycle of production to analyse the stage of transformation considered for the determination and fair valuation of biological assets; • Due to multiple location of estates, it was not possible to participate in the physical verification of inventory of finished goods i.e. Black Tea and therefore, the following alternate procedures confirming the year end determination of Inventory were applied: - In respect ofthe stock of Black Tea held at certain tea estates and warehouses services of Independent firm of Chartered Accountants were engaged for carrying out physical verification; - In respect of warehouses at Kolkata and Guwahati, process being undertaken by Independent firm of Chartered Accountants were overseen by us; - In all other locations verifications were undertaken by the management; - We reviewed the reports submitted for the verification along with workings and supporting details and obtained reasons/explanation forvariations observed with respect to book stock; - The stock at the year end were derived by rolling back the quantities of subsequent dispatches and production; and - Reliance has been placed on management''s representation and evidences provided for subsequent production, dispatches and collections there against. • We examined the valuation process/methodology and checks being performed at multiple levels with due recognition of principle of materiality to ensure that the valuation is consistent with and as per the policy followed in this respect.
Recognition of Deferred Tax Assets (Note no. 23.1of the Standalone financial statements)
Deferred tax Asset include MAT Credit Entitlement of Rs. 1,615.08 lakhs being carried forward in the financial statements as at March 31,2024. Further, Deferred Tax Assets in respect of MAT Credit Entitlement amounting to Rs. 4,307.49 lakhs and on provision of Rs. 1,01,328.49 lakhs created during the year ended March 31,2023 against inter corporate deposits and other as detailed in Note No. 39 pending determination of the amount thereof considering the principle of prudence has not been recognized in the financial statements. Deferred Tax estimated to be reversed during the tax holiday period has been ignored for the purpose of computation. The analysis of deferred tax has been identified as a key audit matter because this involves judgement regarding future profitability, allowability of tax deductions which are based on assumptions and projections for future period which is inherently uncertain.	Our Audit procedures based on which we arrived at the conclusion regarding reasonableness ofthe accounting effect and disclosures ofthe Deferred Tax Assets include the following: • Utilisation of Deferred tax assets have been tested on the basis of internal forecasts prepared by the Company and probability offuture taxable income; • Critical review ofthe underlying assumptions for consistency for arriving at reasonable degree of probability on the matters; t Due consideration of principle of prudence especially amidst the Debt restructuring process and other group level restructuring and related uncertainties; • Requirement of Ind AS 12 "Income Taxes" and application thereof and disclosures made in the financial statements for ensuring the compliances on the matter; and 0 Reliance has been placed on management''s assumptions for possible outcome vis-a-vis resolution plan under consideration oflenders.

Key Audit Matters	Addressing the Key Audit Matters
Going Concern Assumption (Note no. 59 of the Standalone financial statements)
The Company''s current liabilities have exceeded current assets by Rs. 2,84,921.96 lakhs as on March 31,2024.Funds obtained by borrowings in the past and utilized for providing funds to other companies became unserviceable primarily due to nonrepayment of outstanding amounts by those companies. Further, adjustmentsarising in respect ofthe matters dealt with under Basis for Adverse Opinion Section may have significant impact onthe net worth ofthecompany.TheCompany was unableto discharge its obligations for repayment of loans, statutory, employee related and other liabilities. The availability of sufficient fund and the company''s ability to continue meeting it''s financial, statutory and other obligations as and when falling due for payment are important for the going concern assumption and, as such, are significant aspects of our audit.	Our audit procedures included testing management''s assumptions on the appropriateness ofthe going concern assumptions and reasonableness ofthe assumptions used, focusing in particular the operational prospects, costs and other efficiencies, possible resolution with respect to borrowings and other sources of funding and among others, following procedures were applied in this respect: • Review of the Resolution proposals lying for decision with the lender and reports on the Company''s valuation carried out by the Independent Valuer appointed by the lenders. This includes review of: - Core operations of the company and management expectation of sustainability thereof; - Minutes of the meetings of the Company with the consortium oflenders; - Possible compliances vis-a-vis debt covenants associated with loans obtained; - Consistency with respect to assumptions etc. for possible valuation ofthe business and tea estates, system and operating results and operational efficiencies and management''s forecast and outlook; and - Management''s actions information system and controls with respect to operational costs and realisations there against supporting the cash flow projections ofthe company and sustainability thereof vis-a-vis company''s obligations and plans of action towards statutory, employee related and other dues ofthe company. • Placing reliance on management''s assumptions and expectation of possible outcome ofthe resolution proposals under consideration of lenders; and • Review of disclosures made by the management in the financial statement to ensure compliances in this respect.

Information Other than the Standalone Financial Statements and Auditors'' Report Thereon

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

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

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

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) ofthe Companies Act, 2013 ("the Act") with respect to the preparation and presentation ofthese financial statements that give a true and fair view ofthe state ofaffairs (financial position), Total Comprehensive Income (financial performance comprising of Profit/Loss and other comprehensive income), changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act.

This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation and presentation ofthe 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, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Company''s Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditors'' Responsibilities for the Audit ofthe Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors'' report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis ofthese financial statements.

As part ofan audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. Wealso:

• Identify and assess the risks of material misstatement ofthe financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system with reference to financial statements in place and the operating effectiveness ofsuch controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of management''s use ofthe 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 auditors'' report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors'' report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditors'' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated inour report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits ofsuch communication.

Other Matters

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

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

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

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

4. With respect to the other matters to be included in the Auditors'' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

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

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

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

iv. (a) The Management has represented that, to the best of its knowledge and belief no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") orprovideanyguarantee, securityorthe likeon behalfofthe Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on the audit procedures and generally accepted auditing practices followed in terms of SAs that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11 (e), as provided under (a) and (b) above, contain any material misstatement. However, in respect of the earlier years transactions dealing with loans and advances, securities, guarantees, etc. as given in those years which are forming part ofthe Basis for Adverse Opinion as given above, we are unable to ascertain and/or comment as required underthis para;

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

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

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

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

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

For Lodha&Co LLP,

Chartered Accountants

Firm''s ICAI Registration No.:301051E/E300284

. „ .. R.P.Singh

Place: Kolkata _n .

Partner

^{Date: Ma}y ³⁰, ²⁰²⁴ Membership No: 52438

UDIN:24052438BKFNEO1300

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Mar 31, 2023

McLeod Russel India Limited

Report on the Audit of the Standalone Financial Statements

Adverse Opinion

We have audited the accompanying Standalonefinancial statements of McLeod Russel India Limited (hereinafter referred to as the "Company"), which comprise the balance sheet as at March 31,2023, the statement of profit and Loss, statement of changes in equity and the statement ofcash flowsfortheyearthen ended,and notes to thefinancial statements, including a summaryofsignificantaccounting policies (hereinafter referred to as the "financial statements").

In our opinion and to the best of our information and according to the explanations given to us, due to the significance of the matters described in the Basis for Adverse Opinion section below, the aforesaid financial statements do not give the information required by the Companies Act, 2013 ("the Act") in the manner so required and also does not give a true and fairview in conformity with the Indian Accounting Standards prescribed under section 133 ofthe Act (''Ind AS'') and other accounting principles generally accepted in India, ofthe state of affairs of the Company as at March 31,2023, and it''s loss, other comprehensive Income, cash flow and the changes in equity for the year ended on that date.

Basis for Adverse Opinion

Attention is invited to thefollowing notes ofthefinancial statements:

a) Note no.58(a) dealing with InterCorporate Deposits (ICDs) aggregating Rs. 2,86,115.45 lakhs (including InterestofRs.9,941.50 lakhs accrued till March 31, 2019) as on March 31, 2023 given to certain companies which are doubtful of recovery and considering recoverability etc. are prejudicial to the interest ofthe company. Provision of Rs. 1,01,039.50 lakhs (including Rs. 9,097.34 lakhs provided in earlier years) has been made against this till March 31,2023. In absence of provision against the remaining amount, the loss for the year is understated to that extent. Impacts inthis respect have not been ascertained by the management and recognised in the financial statements;

b) Note No. 36.2 regarding non-recognition of Interest of Rs. 9,185.82 lakhs (Including Rs. 2,469.03 lakhs for the year) on Inter Corporate Deposits taken bythecompanyand therebythe lossfortheyearis understated to thatextentand non-determination ofinterestand otherconsequential adjustments/disclosures in absence ofrelevant terms and conditions and details in respect ofcertain outstanding advances being so claimed by customer included in said note. Further, as stated in Note no. 59(b), penal/compound interest and other adjustments in respect of borrowings from lenders/banks/financial institution have not been recognised and amount payable to lenders, banks and financial institutions as recognised in the financial statement are subject to confirmation from respective parties and consequential reconciliation. Pending final determination of amounts with respect to these, adjustments and impacts arising therefrom have not been ascertained and as such cannot be commented upon by us;

c) Note no. 57 ofthe financial statements regarding non-determination/ recognition of amount payable in respect of claims made pursuant to shortfall undertaking executed between the company and debenture holders in respect of the debentures issued by certain group companies as dealt with in the said note and Note no. 18.2 dealing with company''s obligation in respect ofthe settlement arrived at with a corporate lender in earlier year. Pending finalisation ofterms and condition with respect to the company''s obligations in respect of settlement arrived at with the parties, adjustments required inthis respect are currently not ascertainable and as such cannot be commented upon by us; and

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

e) As stated in Note no. 58(b) ofthefinancial statements,the predecessorauditorpertaining tofinancial yearended March 31,2019 in respect of loans included under paragraph (a) above have reported that it includes amount given to group companies whereby applicability ofSection 185 could not be ascertained and commented upon by them. They were not able to ascertain ifthe aforesaid promoter companies could, in substance, be deemed to be related parties to the Company in accordance with paragraph 10 of Ind AS-24 "Related Party Disclosures". Furthercertain ICDs as reported werein natureofbookentriesand/orareprejudicial to the interest of the company. Moreover, in case of advance to a body corporate as stated in Note no. 18.3 which has now been fully provided, appropriate audit evidences were not made available to them.These amounts are outstanding as on this date and status thereof have remained unchanged and uncertaintyand related concerns including utilization thereofand being prejudicial to the interest ofthe company are valid for periods subsequent to March 31,2019 including current year also. The promoter companies have not been considered as related parties and therefore transactions and outstanding from them have not been disclosed separately in thefinancial statements. As represented by the management, the parties involved are not related parties requiring disclosure in terms of said accounting standard and provisions of Companies act 2013 and concerns expressed as above are not relevant and as such inconsequential to the company.The matter as reported is under examination and pending before regulatory authorities. Pending final outcome of the matter under examination we are unable to ascertain the impact of non-compliances and comment on the consequential impact thereof.

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

Material Uncertainty Related to Going Concern

Attention is drawn to Note no.59(a) ofthefinancial statements dealing with going concern assumption forpreparation oftheaccounts of the Company. The Company''s current liabilities exceeded its current assets. The matters forming part of and dealt with under Basis for AdverseOpinion Section ofourreport mayhave significant impacton the net worth ofthecompany. Loans given to promotergroup and certain other companies have remained unpaid. Amount borrowed and interest thereupon could not be repaid as stipulated and other obligations could not be met as well due to insufficiency of resources. These conditions indicate the existence of a material uncertainty about the Company''s ability to continue as a going concern. However, the financial statement ofthe Company due to the reasons stated in the said Note has been prepared by management on going concern basis, based on the management''s assessment ofthe expected successful outcome of the steps and measures including those concerning restructuring/reduction of borrowings and interest thereon in terms of resolution process under considerations of lenders and other proposals under evaluation as on this date. The ability to continue as a going concern is dependent upon completion of resolution process and/or settlement and implementation of other measures so that to bring down the debt to a sustainable level and in the event ofthe management''s expectation in this respect and estimation etc., not turning out to be true, validity of assumption forgoing concern and possible impact thereof including on carrying value of tangible and intangible assets even though expected to be material, as such presently cannot be commented upon by us. Our opinion is not modified in respect ofthis matter.

KeyAudit Matters

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

Key Audit Matters	Addressing the Key audit Matters
Valuation of Biological Assets, Agricultural produce and Finished goods
Biological assets of the Company comprising of unharvested green tea leaves on tea bushes and the agricultural produce comprising of harvested green leaves are valued at fair value less cost to sell at the point of harvest. Unharvested tea leaves on tea bushes at the year end are determined on the basis of normal cycle for plucking. In respect of harvested or unharvested green leaves, since there is no active market for own leaves, estimates are used by management in determining the valuation. Finished goods produced from agricultural produce i.e. Black Tea are valued at lower of cost arrived at by adding the cost of conversion to thefairvalueofagricultural produceand the net realisablevalue. The principal assumptions and estimates in the determination ofthefairvalueincludeassumptionswith respectto production cycle, yields, prices of green leaf purchased from third parties and the stage of transformation. These assumptions and estimates require careful evaluation by management. Given the nature of Industry these assets and valuation thereof are significant to the operation ofthe company.	Our Audit procedures based on which we arrived at the conclusion regarding reasonableness of valuation includes the following: • Obtaining an understanding oftheproduction cycle,fairvalue measurement methodologies used and assessing the reasonableness and consistency ofthe significant assumptions used for determination and valuation thereof; • Evaluating the design and implementation of Company''s controls concerning the valuation of biological assets and agricultural produce; • Assessing the basis, reasonableness and accuracy of adjustments made to prices of green leaves purchased from outside suppliers considering the quality differential ofthe Company''s production. • Assessing the yields and cycle of production to analyse the stage oftransformation considered for the determination and fairvaluation ofbiological assets; • Due to multiple location of estates, it was not possible to participate in the physical verification of inventory and therefore, the following alternate procedures confirming the year end determination of Inventory were applied: - In respect ofthe stock of BlackTea held at certain tea estates and warehouses services ofIndependentfirm ofChartered Accountants were engaged for carrying out physical verification; - In respect ofwarehouses in Kolkata and Guwahati, we were present to overview the entire process being undertaken by Independentfirm ofChartered Accountants; - In all other locations verifications were undertaken by the management; - We reviewed the reports submitted for the verification along with workings and supporting details and obtained reasons/explanation for variations observed with respect to bookstock; - The stock at the year end were derived by rolling back the quantities of subsequent dispatches and production; and

Key Audit Matters	Addressing the KeyAudit Matters
	- Reliance has been placed on management''s representation and evidences provided for subsequent production, dispatches and collections thereagainst. • Weexaminedthevaluation process/methodology and checks being performed at multiple levels with due recognition of principle of materiality to ensure that the valuation is consistentwith and as perthe policyfollowed in this respect.
Impairment of Property, Plant and Equipment (PPE), Capital Work in Progress (CWIP) and Intangible Assets (Note no. 4(a) of the Standalone financial statements)
Evaluation of the impairment involves assessment of value in use ofthe Cash Generating Units (CGUs) and requires significant judgements and assumptions about the forecast for cash flows, production, volume of operations, prices and discount rate. The exercise requires assessment offairvaluation oftea estates and other items of property, plant and equipments This exercise has gained significance considering the available indicators under the current situation and circumstances amidst management''s expected outcome ofthe resolution plan under consideration ofthe lenders and other conditions under which the company is operating.	Our Audit procedures based on which we arrived at the conclusion regarding reasonableness of Impairment includes the following: • Critical evaluation of internal and external factors impacting the entity and indicators of impairment (or reversal thereof) in line with IndAS 38; • Reviewing the valuation report by independent technical consultants for arriving at value in use and fairvalue ofvarious tea estates and other assets less cost to sale and necessary updation thereof by the management based on current indicators and prevailing situation and this being a technical matter, reliance has been placed on management''s contention and representation in this respect; • Reviewofimpairmentvaluation models used in relation to CGU to determine the recoverable amount andthekey assumptions used by management in this respect including: - Management''s contention for restructuring the debt to make it sustainable and recoverability/restructuring ofamount of loan given to various companies; - Consistency with respect to forecast for arriving at the valuation and assessing the potential impact of any variances; - Price assumptions used in the models; and - The assumptions/estimations for the weighted average cost ofcapital and rateofdiscountforarriving at thevalue in use. • Reliance has been placed on management''s assumptions for possibleoutcomevis-a-vis resolution plan under consideration oflenders.
Recognition of Deferred Tax Assets (Note no. 23.1of the Standalone financial statements)
Deferred tax Asset include MAT Credit Entitlement of Rs. 1,615.08 lakhs being carried forward in the Standalone financial statements asatMarch31,2023. Further, Deferred Tax Assets in respect of MAT Credit Entitlement amounting to Rs. 2,834.61 lakhs and on provision created against loans and advances including interest receivable pending determination ofthe amount thereofconsidering the principle ofprudence has not been recognized in theStandalonefinancial statements. Deferred Tax estimated to be reversed during the tax holiday period has been ignored for the purpose computation.	Our Audit procedures based on which we arrived at the conclusion regarding reasonableness ofthe accounting effect and disclosures ofthe DeferredTaxAssets include thefollowing: • Utilisation of Deferred tax assets have been tested on the basis ofinternal forecasts prepared bytheCompanyand probability offuture taxable income; • Critical review of the underlying assumptions for consistency for arriving at reasonable degree of probability on the matters; • Due consideration of principle of prudence especially amidst the Debt restructuring process and other group level restructuring and related uncertainties; and • Requirement of Ind AS 12 "Income Taxes" and application thereof and disclosures made in the financial statements for ensuring the compliances on the matter. • Reliance has been placed on management''s assumptions for possibleoutcomevis-a-vis resolution plan underconsideration oflenders.

Key Audit Matters	Addressing the KeyAudit Matters
Going Concern Assumption (Note no. 59 of the Standalone financial statements)
The Company''s current liabilities have exceeded current assets by Rs. 2,61,718.83 lakhs as on March 31, 2023. Funds obtained by borrowing and utilized for providing funds to other companies have become unserviceable primarily due to non-repayment of outstanding amounts by those companies. Further, adjustments arising in respect of the matters dealt with under Basis for Adverse Opinion Section may have significant impact on the net worth ofthe company. The Company was unable to discharge its obligations for repayment of loans and settlement offinancial and otherliabilities. The availability of sufficient fund and the company''s ability to continue meeting it''s financial, statutory and other obligations as and when falling due for payment are important for the going concern assumption and, as such, are significant aspects ofour audit	Our audit procedures included testing management''s assumptions on the appropriateness of the going concern assumptions and reasonablenessofthe assumptions used,focusing in particularthe business projections ofCompany, restructuring of borrowings and ICD''s given by the company and other sources of funding and among others, following procedures were applied in this respect: • Review of the Debt Restructuring process and steps so fartaken by lenders in this respect which inter-alia includes approving Inter-Creditor Agreement, re-vetting of Techno Economic Viability (TEV) study,valuation oftea estates and otherassets ofthecompany.This includes reviewof: - Core operations of the company and management expectation ofsustainabilitythereof; - Minutes of the meetings of the Company with the consortium oflenders; - Compliances vis-a-vis debt covenants associated with loans obtained; - Consistency with respect to assumptions etc. for possible valuation of the business and tea estates, system and operating results and efficiencies and management''s forecast andoutlook;and - Management''s report to gain an understanding of the various costs and realisations supporting the cash flow projections of the company and sustainability thereof. • Placing reliance on management''s assumptions and expectation of possible outcome of resolution plan under consideration of lenders;and • Review of disclosures made by the management in the financial statement to ensure compliances in this respect.

Information Other than the Standalone Financial Statements and Auditors'' Report Thereon

TheCompany''s Board ofDirectors is responsiblefortheotherinformation.The otherinformation comprisesthe Reportofthe Directorsand the annexures thereto (namely Management Discussion and Analysis, Corporate Governance Report, Annual Report on CSR Activities, Form MGT - 9, Conservation of energy,technology absorption, foreign exchange earnings and outgo and remuneration and other specified particulars of employees) but does not include the Standalone financial statements and our auditors'' report thereon.The other information as stated above is expected to be made availableto us afterthe dateofthis Auditors'' Report.

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

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

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

TheCompany''s Board ofDirectors is responsibleforthe matters stated in section 134(5) oftheCompaniesAct, 2013("theAct") with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), Total Comprehensive Income (financial performance comprising of Profit/Loss and other comprehensive income), changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified undersection 133oftheAct.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding ofthe assets ofthe 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 effectivelyforensuring the accuracyand completeness ofthe accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fairview and are free from material misstatement, whether due to fraud or error.

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

The Company''s Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditors'' Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors'' report that includes our opinion. Reasonable assurance is a high level ofassurance but is notaguaranteethatan audit conducted in accordancewith SAs will alwaysdetectamaterial misstatement when it exists. Misstatements can arise from fraud or error andare considered material if, individuallyorin 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 ofan audit in accordance with SAs, weexercise professionaljudgmentand maintain professional skepticism throughouttheaudit. Wealso:

• 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 control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) ofthe Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system with reference to financial statements in place and the operating effectiveness ofsuch controls;

• Evaluate the appropriateness ofaccounting policies used and the reasonableness ofaccounting estimates and related disclosures made by 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 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 upto the date of our auditors'' report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were ofmost significance in the audit of the standalone financial statements ofthe 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 ofdoing so would reasonably be expected to outweigh the public interest benefits ofsuch communication.

Other Matters

• Wedid notaudit the financial statement/information ofoneoverseas office included in the financial resultsoftheCompanywhose financial statement/financial information comprising ofexpenses to the extent of Rs. 2.48 lakhs has been incorporated therein based on StatementofAccounts audited byan Independentfirm ofChartered Accountants. The impact in this respect is not material since this reflects total assets of Rs. 6.47 lakhs as at March 31,2023 and the total revenue of Nil for the year ended on that date. Our opinion in so far as it relates to the amounts and disclosures included in respect of said office is based solely on the report of Chartered Accountant.

• Asstated in Note no.57,thecompanywas underCorporate Insolvencyand Resolution Process (''CIRP'') from February10,2023 to May 17,2023.There being possible obstructions in external movements at tea estatefor non/delayin payment etc. to workers ourvisits to garden and verification ofprimary records and details and exercise ofobtaining assertions in respect ofthe transactions, balances ofassets and liabilities at the garden bywayofobservation by physical presence assuch could not be carried out. The related details have been verified on test basis with respect to garden returns, reconciliations and records available from system or otherwise at Head Office.

• Our opinion is not modified in respect ofthe above matters.

Report on Other Legal and Regulatory Requirements

a) As regards to the matters to be inquired by the auditors in terms of Section 143(1) ofthe Act, we report that Intercorporate Deposits as stated in Para (a) of BasisforOurAdverseOpinion Section ofthis reportdueto reasons stated therein are prejudicial to the interest ofthe company. This includes ICDs aggregating to Rs. 77,575.00 Lakhs (included under Para (e) of Basis for Adverse Opinion) as reported by predecessor auditor which were initially given as capital advances in the earlier year and were subsequently converted to ICDs and had been considered by them to be in the nature of book entries and prejudicial to the interest of the company. These amounts are outstanding as on March 31,2023. The matter as stated in Para (e) of Basis for Adverse Opinion Section of this report is under examination by relevant authorities and final outcome thereof is awaited as on this date

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

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

b) Except for the effects/ possible effects of the matters described in the Basis for Adverse Opinion section above, inour opinion, proper books ofaccountas required bylaw have been kept bytheCompanysofaras itappearsfrom ourexamination ofthose books, returns and the reports ofthe other auditors;

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

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

e) The matters described in the Basis for Adverse Opinion section above especially those relating to non-provision ofintercorporate deposits as stated inPara (a) and (e) of that section, provision/non-determination for interest and other terms and conditions in respect ofthe borrowings etc. as stated in Para (b) and (c) of Basis for Adverse Opinion section ofthis report pending confirmation of lenders and Material Uncertainty Related to Going Concern assumption pending completion of resolution process, in our opinion, may have an adverse effect on the functioning ofthe Company;

f) On the basis ofthewritten representations receivedfrom thedirectors ason March 31,2023and taken on record bythe Board of Directors oftheCompany, noneofthedirectors oftheCompanyaredisqualified as on March 31,2023 from being appointed as a director in terms of Section 164 (2) of the Act;

g) The adverse remarks relating to the maintenance ofaccounts and other matters connected therewith are as stated in the Basis for Adverse Opinion section above; and

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

2. As required by the Companies (Auditors'' Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of subsection (11) ofsection 143 ofthe Companies Act, 2013, we give in the "Annexure B" a statement on the matters specified in paragraphs 3 and4oftheOrder,to theextentapplicablewhich is subject to the possible effect ofthe matters described in the BasisforAdverse Opinion paragraph of our Audit Report and the material weakness described in Basis for Qualified Opinion in our separate Report on the Internal Financial Controls with reference to financial statements.

3. With respect to the other matters to be included in the Auditors'' Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

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

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

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

iv. (a) The Management has represented that, to the best of its knowledge andbeliefnofunds (which are material either individually

orin theaggregate) have been advanced orloaned orinvested (eitherfrom borrowedfunds orshare premium oranyother sources or kind offunds) by the Company toorin any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") orprovideanyguarantee, securityorthelikeon behalfofthe Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lendorinvest in other personsorentities identified in anymannerwhatsoeverbyoron behalfofthe Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on the audit procedures and generallyaccepted auditing practicesfollowed in terms ofSAs that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11 (e), as provided under (a) and (b) above, contain any material misstatement. However, in respect of the earlier years transactions dealing with loans and advances, securities, guarantees, etc. as given in those years which are forming part of the Basis for Adverse Opinion as given above, we are unable to ascertain and/or comment as required under this para; and

v. The company has not declared any dividend during the year thereby reporting under Section 143(11)(f) is not applicable for the company.

vi. Proviso to Rule 3(1) oftheCompanies (Accounts) Rules,2014formaintaining booksofaccount usingaccountingsoftwarewhich has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1,2023, and accordingly, reporting under Rule 11(g) ofCompanies (Audit and Auditors) Rules, 2014 is notapplicableforthefinancial yearended March 31,2023.

4. With respect to the reporting under section 197(16) oftheAct to be included in theAuditors'' Report, In ouropinion and according to the information and explanations given to us and based on the legal opinion received, the remuneration (including sitting fees) paid by the Company to its Directors during the current year is in accordance with the provisions of section 197 of the Act and is not in excess ofthe limit laid down therein.

For Lodha & Co,

Chartered Accountants

Firm''s ICAI Registration No.:301051E

Place: Kolkata R. P. Singh

Date: May 30, 2023 Partner

Membership No: 52438 UDIN:23052438BGXSCM2143

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Mar 31, 2021

Report on the Audit of the Standalone Financial Statements Adverse Opinion

We have audited the accompanying Standalone financial statements of McLeod Russel India Limited (hereinafter referred to as the "Company"), which comprise the balance sheet as at March 31, 2021, the statement of profit and Loss, statement of changes in equity and the statement of cash lows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies (hereinafter referred to as the "financial statements").

In our opinion and to the best of our information and according to the explanations given to us, due to the significance of the matters described in the Basis for Adverse Opinion section below, the aforesaid financial statements do not give the information required by the Companies Act, 2013 ("the Act") in the manner so required and also does not give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act (''Ind AS'') and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, and it''s loss, other comprehensive Income, cash low and the changes in equity for the year ended on that date.

Basis for Adverse Opinion

Attention is invited to the following notes of the financial statements

a) Note no. 57(a) dealing with Inter Corporate Deposits (ICDs) aggregating Rs. 2,84,341.40 lakhs and outstanding as on March 31, 2021 (including Interest of Rs. 1,958.32 lakhs accrued till March 31,2019) given to certain companies which are doubtful of recovery and considering recoverability etc. are prejudicial to the interest of the company. In absence of provision there against, the loss for the year is understated to that extent. Impact in this respect have not been ascertained by the management and recognised in the financial statements.

b) The Company had given advance in earlier year to a body corporate aggregating to Rs. 1,400.00 lakhs (included under "Advances to Suppliers, Service Providers etc. under Note no. 18") which are outstanding as on March 31, 2021. In absence of appropriate audit evidence and status thereof, we are unable to comment on the validity and recoverability of such advances.

c) Note No. 36.2 regarding non-recognition of Interest of

Rs. 4,615.46 lakhs (Including Rs. 2,337.26 lakhs for the year) on Inter Corporate Deposits taken by the company and thereby the loss for the year is understated to that extent. Further, as stated in Note no. 58(b), penal/compound interest and other adjustments in respect of borrowings from banks/financial institution have not been recognised and amount payable to banks and financial institutions as recognised in the financial statement are subject to confirmation from respective parties and consequential reconciliation. Pending final determination of amount in this respect, adjustments and impacts arising there from have not been ascertained and as such cannot be commented upon by us;

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

e) As stated in Note no. 57(b) of the financial statements, the predecessor auditor in respect of loans included under paragraph (a) above have reported that it includes amount given to group companies whereby applicability of Section 185 could not be ascertained and commented upon by them. They have not been able to ascertain if the aforesaid promoter companies could, in substance, be deemed to be related parties to the Company in accordance with paragraph 10 of Ind AS-24 "Related Party Disclosures". Further certain ICDs as reported were in nature of book entries and/ or are prejudicial to the interest of the company. These amounts are outstanding as on this date and status thereof have remained unchanged and uncertainty and related concerns including being prejudicial to the interest of the company are valid for current year also. As represented by the management, the parties involved are not related parties requiring disclosure in terms of said accounting standard and provisions of Companies act 2013 and concerns expressed as above are not relevant and as such inconsequential to the company. The matter as reported is under examination and pending before regulatory authorities. Pending final outcome of the matter are under examination, we are unable to ascertain the impact of non-compliances and comment on the consequential impact thereof.

We conducted our audit in accordance with Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors'' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company,

as stipulated and other obligations could not be met as well due to insufficiency of resources. These conditions indicate the existence of a material uncertainty about the Company''s ability to continue as a going concern. However, the financial statement of the Company due to the reasons stated in the said Note has been prepared by management on going concern basis, based on the management''s assessment of the expected successful outcome of the steps and measures including those concerning rationalization of costs, restructuring/reduction of borrowings and interest thereon in terms of resolution plan under considerations of lenders and restructuring of outstanding loans receivables in sync with said plan and other proposals under evaluation as on this date. In the event of the management''s expectation and estimation etc., not turning out to be true, possible impact thereof including on carrying value of tangible and intangible assets even though expected to be material, as such presently cannot be commented upon by us. Our opinion is not modified in respect of this matter.

in accordance with the Code of Ethics and provisions of the Companies Act, 2013 that are relevant to our audit of the financial statements in India under the Companies Act, 2013, and we have fulfilled our other ethical responsibilities in accordance with the Code of Ethics and the requirements under the Companies Act, 2013. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse opinion.

Material Uncertainty Related to Going Concern

Attention is drawn to Note no. 58(a) of the financial statements dealing with going concern assumption for preparation of the accounts of the Company. The Company''s current liabilities exceeded its current assets. The matters forming part of and dealt with under Basis for Adverse Opinion Section of our report may have significant impact on the net worth of the company. Loans given to promoter group and certain other companies have remained unpaid. Amount borrowed could not be repaid

Key Audit Matters

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

Key Audit Matters Addressing the key audit matters

Valuation of Biological Assets and Agricultural produce

Biological assets of the Company comprising Our Audit procedures based on which we arrived at the conclusion of unharvested green tea leaves on tea regarding reasonableness of valuation includes the following: bushes and the agricultural produce

• Obtaining an understanding of the production cycle, fair value

comprising of harvested green leaves are

measurement methodologies used and assessing the reasonableness

valued at fair value less cost to sell at the

and consistency of the significant assumptions used for determination

point of harvest. Unharvested tea leaves on

tea bushes at the year end are determined ^{and valuation thereof;}

on the basis of normal cycle for plucking. • Evaluating the design and implementation of Company''s controls _{In res}p_{ect o}f h_arvested _{or un}h_arvested _green concerning the valuation of biological assets and agricultural produce; leaves, since there is no active market for own • Assessing the basis, reasonableness and accuracy of adjustments made leaves, estimates are used by management to prices of green leaves purchased from outside suppliers considering ^{in determining the valuation}. the quality differential of the Company''s production.

^{Finished goods produced from agricultural} • Assessing the yields and cycle of production to analyse the stage of

^produce L^e. ^{Black Tea are valued at lower} transformation considered for the determination and fair valuation of

^{of cost arrived at by adding the cost of} _{biological assets;} conversion to the fair value of agricultural

p_rod_{uce an}d th_{e ne}t _reali_sabl_{e va}l_ue. • Due to lock-down amidst COVID-19, it was not possible to participate

in the physical verification of inventory and therefore, the following

^{The principal assumptions and estima}t^es alternate procedures confirming the year end determination of Inventory in the determination of the fair value

include assumptions with respect to ^{were applied:}

p_rod_uction _cy_cl_e, yi_eld_s, p_ri_{ces o}f g_reen - In respect of the stock of Black Tea held at certain tea estates and leaf purchased from third parties and the warehouses services of Independent firm of Chartered Accountants

stage of transformation. These assumptions were engaged for carrying out physical verification;

^{and estimates require careful evaluation by} _ |n all other locations verifications were undertaken by the management;

management.

Given the nature of Industry these assets and valuation thereof are significant to the operation of the company.	- We reviewed the reports submitted for the verification along with workings and supporting details and obtained reasons/explanation for variations observed with respect to book stock; - The stock at the year end were derived by rolling back the quantities of subsequent dispatches and production; and - Reliance has been placed on management''s representation and evidences provided for subsequent production, dispatches and collections there against. • We examined the valuation process/methodology and checks being performed at multiple levels to ensure that the valuation is consistent with and as per the policy followed in this respect; • Due recognition of principle of materiality considering the current volume of inventory.
Impairment of Property, Plant and Equipment (PPE), Capital Work in Progress (CWIP) and Intangible Assets (Note no. 4(a) of the Standalone financial statements)
Evaluation of the impairment involves assessment of value in use of the Cash Generating Units (CGUs) and requires significant judgements and assumptions about the forecast for cash lows, production, volume of operations, prices and discount rate. The exercise requires assessment of fair valuation of tea estates and other items of property, plant and equipments. This exercise has gained significance considering the available indicators under the current situation and circumstances amidst management''s expected outcome of the resolution plan under consideration of the lenders and other conditions under which the company is operating.	Our Audit procedures based on which we arrived at the conclusion regarding reasonableness of Impairment includes the following: • Critical evaluation of internal and external factors impacting the entity and indicators of impairment (or reversal thereof) in line with Ind AS 38; • Reviewing the valuation report by independent technical consultants for arriving at value in use and fair value of various tea estates and other assets less cost to sale and necessary updation thereof by the management based on current indicators and prevailing situation and this being a technical matter, reliance has been placed on management''s contention and representation in this respect; • Review of impairment valuation models used in relation to CGU to determine the recoverable amount and the key assumptions used by management in this respect including: - Management''s contention for restructuring the debt to make it sustainable and recoverability/restructuring of amount of loan given to various companies; - Consistency with respect to forecast for arriving at the valuation and assessing the potential impact of any variances; - Price assumptions used in the models; and - The assumptions/estimations for the weighted average cost of capital and rate of discount for arriving at the value in use. • Reliance has been placed on management''s assumptions for possible outcome vis-a-vis resolution plan under consideration of lenders.
Recognition of Deferred Tax Assets (Note no. 23.1 of the Standalone financial statements)
Deferred tax Asset include MAT Credit Entitlement of Rs. 3,105.64 lakhs being carried forward in the Standalone financial statements as at March 31,2021. Further, Deferred Tax Assets relating to Interest disallowance and unabsorbed losses pending determination of amount considering the principle of prudence has not been recognised in the Standalone financial statements.	Our Audit procedures based on which we arrived at the conclusion regarding reasonableness of the accounting effect and disclosures of the Deferred Tax Assets include the following: • Utilisation of Deferred tax assets have been tested on the basis of internal forecasts prepared by the Company and probability of future taxable income; • Critical review of the underlying assumptions for consistency for arriving at reasonable degree of probability on the matters;

	• Due consideration of principle of prudence especially amidst the Debt restructuring process and other group level restructuring and related uncertainties; and • Requirement of Ind AS 12 "Income Taxes" and application thereof and disclosures made in the financial statements for ensuring the compliances on the matter. • Reliance has been placed on management''s assumptions for possible outcome vis-a-vis resolution plan under consideration of lenders.
Going Concern Assumption (Note no. 58 of the Standalone financial statements)
The Company''s current liabilities have exceeded current assets by Rs. 2,38,752.71 lakhs as on March 31, 2021. Funds obtained by borrowing and utilized for providing funds to other companies have become unserviceable primarily due to non-repayment of outstanding amounts by those companies. Further, adjustments arising in respect of the matters dealt with under Basis for Adverse Opinion Section may have significant impact on the net worth of the company. The Company was unable to discharge its obligations for repayment of loans and settlement of financial and other liabilities. The availability of sufficient fund and the company''s ability to continue meeting it''s financial, statutory and other obligations as and when falling due for payment are important for the going concern assumption and, as such, are significant aspects of our audit.	Our audit procedures included testing management''s assumptions on the appropriateness of the going concern assumptions and reasonableness of the assumptions used, focusing in particular the business projections of Company, restructuring of borrowings and ICD''s given by the company and other sources of funding and among others, following procedures were applied in this respect: • Review of the Debt Restructuring process and steps so far taken by lenders in this respect which inter-alia includes approving Inter-Creditor Agreement, re-vetting of Techno Economic Viability (TEV) study, valuation of the company for working out and recommending the possible credit rating on the resolution plan. This includes review of: - Core operations of the company and management expectation of sustainability thereof; - Minutes of the meetings of the Company with the consortium of lenders; - Compliances vis-a-vis debt covenants associated with loans obtained; - Consistency with respect to assumptions etc. for possible valuation of the business and tea estates, system and operating results and efficiencies and management''s forecast and outlook; and - Management''s report to gain an understanding of the various costs and realisations supporting the cash low projections of the company and sustainability thereof. • Placing reliance on management''s assumptions and expectation of possible outcome of resolution plan under consideration of lenders; and • Review of disclosures made by the management in the financial statement to ensure compliances in this respect.

Information Other than the Standalone Financial Statements and Auditors'' Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the Report of the Directors and the annexures thereto (namely Management Discussion and Analysis, Corporate Governance Report, Annual Report on CSR Activities, Form MGT - 9, Conservation of energy, technology absorption, foreign exchange earnings and outgo and remuneration and other specified particulars of employees) but does not include the standalone financial statements and our auditors'' report thereon. The other information as stated above is expected to be made available to us after the date of this Auditors'' Report.

Our opinion on the standalone financial statements does

not cover the other information and we do not express any form of assurance conclusion thereon.

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

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

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and

fair view of the state of affairs (financial position), Total Comprehensive Income (financial performance comprising of Profit/Loss and other comprehensive income), changes in equity and cash lows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Company''s Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditors'' Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors'' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures

responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system with reference to financial statements in place and the operating effectiveness 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 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 auditors'' report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors'' report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

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

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 (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 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 during our audit.

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors'' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

We did not audit the financial statement/ information of one overseas office included in the financial results of the Company whose financial statement/financial information comprising of expenses to the extent of Rs. 1.00 lakhs has been incorporated therein based on Statement of Accounts audited by an Independent firm of Chartered Accountants. The impact in this respect is not material since this reflects total assets of Rs. 8.63 lakhs as at March 31, 2021 and the total revenue of Rs. Nil for the year ended on that date. Our opinion in so far as it relates to the amounts and disclosures included in respect of said office is based solely on the report of Chartered Accountant.

Report on Other Legal and Regulatory Requirements

1. As regards to the matters to be inquired by the auditors in terms of Section 143(1) of the Act, we report that Inter corporate Deposits as stated in Para (a) of Basis for Our Adverse Opinion Section of this report due to reasons stated therein are prejudicial to the interest of the company. This includes:

a) ICDs aggregating to Rs. 77,575.00 Lakhs (included under Para (e) of Basis for Adverse Opinion) as reported by predecessor auditor which were initially given as capital advances in the earlier year and were subsequently converted to ICDs and had been considered by them to be in the nature of book entries and prejudicial to the interest of the company. These amounts are outstanding as on March 31,2021. The matter as stated in Para (e) of Basis for Adverse Opinion Section of this report is

under examination by relevant authorities and final outcome thereof is awaited as on this date.

2. As required by Section 143(3) of the Act, based on our

audit we report, to the extent applicable that:

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

b) Except for the effects/ possible effects of the matters described in the Basis for Adverse Opinion section above, 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, returns and the reports of the other auditors;

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

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

e) The matters described in the Basis for Adverse Opinion section above especially that relating to non-provision of intercorporate deposits as stated in Para (a) and (e) of that section, provision for interest on borrowings as the basis stated in Para (c) of Basis for Adverse Opinion section of this report pending confirmation of lenders and Material Uncertainty Related to Going Concern assumption pending approval of resolution plan, in our opinion, may have an adverse effect on the functioning of the Company;

f) On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors of the Company, none of the directors of the Company are disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) of the Act;

g) The adverse remarks relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Adverse Opinion section above; and

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

3. As required by the Companies (Auditors'' Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure B", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable which is subject to the possible effect of the matters described in the Basis for Adverse Opinion paragraph of our Audit Report and the material weakness described in Basis for Qualified Opinion in our separate Report on the Internal Financial Controls with reference to financial statements.

4. With respect to the other matters to be included in the Auditors'' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

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

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

5. With respect to the other matters to be included in the Auditors'' Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its Managing and Whole-time Directors are not in accordance with provisions of Section 197 of the Act and accordingly such remunerations paid as given in Note no. 9.1 has been held by them under Trust and disclosed under Loans and Advances in the financial statement.

For Lodha & Co,

Chartered Accountants

Firm''s ICAI Registration No.:301051E

R. P. Singh

Partner

Place: Kolkata Membership No: 52438

Date: June 23, 2021 UDIN:21052438AAAACF8792

---

Mar 31, 2018

Independent Auditors’ Report

To The Members of McLeod RUSSEL INDIA LIMITED

REPORT ON THE STANDALONE Ind AS FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind AS financial statements of McLeod Russel India Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2018, 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 then ended, and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE Ind AS FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind AS 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 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.

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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under and the Order issued under section 143(11) of the Act.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Ind AS and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2018, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

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

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.

e) On the basis of the written representations received from the directors of the Company as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 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 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 Ind AS financial statements

- refer Note 40(a) to the standalone Ind AS 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.

2. As required by the Companies (Auditor''s Report) Order, 2016 ("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.

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 ("THE ACT")

We have audited the internal financial controls over financial reporting of McLeod Russel India Limited (the "Company") as of 31st March, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company as of and for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

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

AUDITOR''S RESPONSIBILITY

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

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

OPINION

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

(b) The Company has a program of verification of property, plant and equipment to cover all the items in a phased manner over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

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

In respect of immovable properties of land that have been taken on lease and disclosed as property, plant and equipment in the financial statements, according to the information and explanations given to us and the records examined by us and based on the examination of the court orders approving schemes of arrangements/ amalgamations and other documents provided to us, we report that, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement.

Further, Immovable properties of land and buildings (including leasehold properties) whose title deeds have been pledged as security for loans, guarantees, etc., are held in the name of the Company based on the confirmations directly received by us from lenders.

(ii) As explained to us, the inventories other than stocks lying with third parties (which have substantially been confirmed) were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the Company has granted unsecured loans to companies covered in the register maintained under section 189 of the Companies Act, 2013, in respect of which:

(a) The terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the Company''s interest.

(b) The schedule of repayment of principal and payment of interest has been stipulated and repayments or receipts of principal amounts and interest have been regular as per stipulations.

(c) There is no amount overdue for more than 90 days as at the balance sheet date.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year and had no unclaimed deposits at the beginning of the year as per the provisions of

Name of Statute	Nature of Dues	Amount (Rs. in lakhs)	Period to which the Amount Relates
Income Tax Act, 1961	Corporate Dividend Tax *	344.77	2005-06 to 2007-08

Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013.

(vi) The maintenance of cost records has been specified by the Central Government under Section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Goods and Services Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues applicable to it to the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Goods and Services Tax, Sales Tax, Service Tax, Customs Duty, Value Added Tax, cess and other material statutory dues in arrears as at 31st March, 2018 for a period of more than six months from the date they became payable except for Income-tax details of which is given below:

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to the banks and financial institutions. The Company has not issued any debentures and does not have any loans or borrowings from Government.

(c) Details of dues of Income-tax, Service Tax and Excise Duty which have not been deposited as on 31st March, 2018 on account of disputes are given below:

Name of Statute	Nature of Dues	Forum where Dispute	Period to which the	Amount	Amount
		is Pending	Amount Relates	Involved (Rs. in lakhs)	Unpaid (Rs. in lakhs)
Income Tax Act, 1961	Tax deducted at Source	Commissioner of Income tax (Appeals)	2008-09	5,278.00	4,578.00
Finance Act, 1944	Service Tax	Commissioner (Appeals)/ CESTAT	2004-05 to 2007-08	150.72	131.61
Finance Act, 1944	Service Tax	Principal Commissioner of Service Tax	2008-09 to 2012-13	433.00	373.72
Finance Act, 1944	Service Tax	High Court at Calcutta	2011-12 to 2014-15	445.96	438.16
Central Excise Act, 1944	Excise Duty	Commissioner (Appeals)	1999 to 2003	10.75	10.75

(ix) In our opinion and according to the information and explanations given to us, money raised by way of term loans have been applied by the Company during the year for the purposes for which they were raised, other than temporary deployment pending application of proceeds.

The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the CARO 2016 Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone Ind AS financial statements etc. as required by the applicable Indian Accounting Standards.

(xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its subsidiary company or persons connected with them and hence provisions of Section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm''s Registration No. 117366W/W-100018)

A.Bhattacharya

Place: Kolkata (Partner)

Kolkata, 30th May 2018 (Membership No. 054110)

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Mar 31, 2017

INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF

McLEOD RUSSEL INDIA LIMITED

Report on the Standalone Indian Accounting

Standards (Ind AS) Financial Statements

1. We have audited the accompanying standalone Ind AS financial statements of McLeod Russel India Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Ind

AS Financial Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind AS financial statements to 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 the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made hereunder including the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

5. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2017, and its total comprehensive income (comprising of profit and other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

9. We draw your attention to Note 43 to the standalone Ind AS financial statements regarding total remuneration paid/payable to the managing director of the Company aggregating Rs 266.40 lakhs for the year ended March 31, 2017 which is in excess of the limits specified in Schedule V read with Section 197 of the Companies Act, 2013, and as approved by the shareholders of the Company and for which approval from the Central Government is awaited. Our opinion is not qualified in respect of this matter.

Other Matter

10. The financial information of the Company for the year ended March 31, 2016 and the transition date opening balance sheet as at April 1, 2015 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements for the years ended March 31, 2016 and March 31, 2015 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by us, on which we expressed an unmodified opinion dated May 30, 2016 and May 28, 2015 respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS have been audited by us.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

11. As required by the Companies (Auditor''s Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act ("the Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.

12. As required by Section 143 (3) of the Act, we report 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.

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards 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 March 31, 2017 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.

(g) With respect to the other matters to be included in the Auditors'' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2017 on its financial position in its standalone Ind AS financial statements -Refer Note 40;

ii. The Company has long-term contracts including derivative contracts as at March 31, 2017 for which there were no 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 during the year ended March K 31, 2017. M

iv. The Company has provided requisite

disclosures in the financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8th November, 2016 to 30th December, 2016. Based on audit procedures and relying on the management representation we report that the disclosures are in accordance with books of account maintained by the Company and as produced to us by the Management - Refer Note 60.

Report on the Internal Financial Controls under

Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls over financial reporting of McLeod Russel India Limited ("the Company") as of March 31, 2017 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial

Controls

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

Auditors'' Responsibility

3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial

Reporting

6. A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls

Over Financial Reporting

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

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) The title deeds of immovable properties, as disclosed in Note 3 on fixed assets to the financial statements, are held in the name of the Company/transferor companies (Refer Note 36 to the financial statements).

ii. The physical verification of inventory, excluding stocks with third parties, have been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them and/or have been verified with reference to subsequent sale. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. The Company has granted unsecured loan, to one company covered in the register maintained under Section 189 of the Act. The Company has not granted any secured/unsecured loans to companies (other than above)/firms /LLPs/ other parties covered in the register maintained under Section 189 of the Act.

(a) In respect of the aforesaid loan, the terms and conditions under which such loans were granted are not prejudicial to the Company''s interest.

(b) In respect of the aforesaid loans, the schedule of repayment of principal and payment of interest has been stipulated, and the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest as applicable.

(c) In respect of the aforesaid loans, there is no amount which is overdue for more than ninety days.

iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products.

We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, service tax, tax deducted at source, cess on green leaf and deposit link insurance, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including employees'' state insurance, sales tax, income tax, duty of customs , duty of excise, value added tax, works contract tax, cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales tax, duty of custom, value added tax which have not been deposited on account of any dispute. The particulars of dues of income tax, service tax, duty of excise as at March 31, 2017 which have not been deposited on account of a dispute, are as follows:

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank. The company did not have any dues outstanding to any debenture holders or Government as at the beginning of the year nor did it obtain any such loans during the year.

Name of the statute	Nature of dues	Amount (Rs. in Lakhs)	Period to which the amount relates	Forum where the dispute is pending
Income tax Act, 1961	Tax deducted at Source, Interest, Others	4922.77	2005-06 to 2008-09	Commissioner of Income-tax (Appeals)/ The Supreme Court of India
Finance Act, 1994	Service Tax	131.61	2007-2008	Commissioner (Appeals)/ CESTAT
Finance Act, 1994	Service Tax	373.72	2008-09 to 2012-13	Principal Commissioner of Service Tax
Finance Act, 1994	Service Tax	438.16	2011-12 to 2014-15	High Court at Calcutta
Central Excise Act, 1944	Excise Duty	10.75	1999 to 2003	Commissioner (Appeals)

ix. In our opinion, and according to the information and explanations given to us, the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). However, on an overall basis, the term loans have been applied for the purposes for which they were obtained other than a term loan of Rs. 5000 lakhs disbursed during the previous year and out of which Rs. 1631.87 lakhs is pending utilization.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. Except for managerial remuneration aggregating Rs. 266.40 lakhs, the managerial remuneration paid/ provided for by the Company is in accordance with the requisite approvals as mandated by the provisions of Section 197 read with Schedule V to the Act. The Company has applied to the Central Government seeking its approval for waiver of excess remuneration paid.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Indian Accounting Standard (Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For Price Waterhouse

Firm Registration Number: 301112E

Chartered Accountants

Prabal Kr. Sarkar

Kolkata Partner

May 30, 2017 Membership Number: 52340

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Mar 31, 2016

TO THE MEMBERS OF

MCLEOD RUSSEL INDIA LIMITED Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of McLeod Russel India Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial

Statements

2. The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements to give a true and fair view of the financial position,financial performanceandcashflowsoftheCompany in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these standalone financial statements based on ouraudit.

4. We have taken into account the provisions of the Act and the Rules made thereunder including the accounting standards and matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements.The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentationof thefinancial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its profit and its cash flows for they are ended on that date.

Emphasis of Matter

9. We drawyourattention to Note35 to thefinancial statements regarding total remuneration paid/payable to the managing director and three whole-time directors of the Company aggregating Rs 1089.16 lakhs for the year ended March 31, 2016 which is in excessof thelimits specified in Schedule V read with Section 197 of the Companies Act, 2013, and as approved by the shareholders of the Company and for which approval from the Central Government is awaited. Our opinion is not qualified in respect ofthis matter.

Report on Other Legal and Regulatory Requirements

10. As required by ''the Companies (Auditor''s Report) Order, 2016'', issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. As required by Section 143 (3) of the Act, we report 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.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors, and taken on record by the Board of Directors, noneof thedirectors is disqualified as on March 31, 2016 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.

(g) With respect to the other matters to be included in the Auditors'' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i. The Company has disclosed the impact, if any, of pending litigations as at March 31, 2016 on its financial position in its standalone financial statements - Refer Note 32;

ii. The Company has long-term contracts including derivative contracts as at March 31, 2016 for which there were no 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 during the year ended March 31, 2016.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls over financial reporting of McLeod Russel India Limited ("the Company") as of March 31, 2016 in conjunction with our audit of the standalone financial statementsof theCompany for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

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

Auditors'' Responsibility

3. Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud orerror.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system overfinancial reporting.

Meaning of Internal Financial Controls Over Financial

Reporting

6. A company''s internal financial control overfinancial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over

Financial Reporting

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

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, offixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on suchverification.

(c) The title deeds of immovable properties, as disclosed in Note 11 on fixed assets to the financial statements, are held in the nameof theCompany/transferor companies (Refer Note 29 to the financial statements), exceptforthe following:

Particulars	Gross Block (Rs in Lakhs)	Net Block In (Rs in Lakhs)	Remark
Leasehold Land	318.85	286.98	Lease deed yet to be executed in the name of the Company

ii. The physical verification of inventory, excluding stocks with third parties, have been conducted at reasonable intervals by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them and/or have been verified with reference to subsequent sale. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. The Company has granted unsecured loan, to one company covered in the register maintained under Section 189 of the Act. The Company has not granted any secured/unsecured loans to companies (other than above)/firms /LLPs/ other parties covered in the register maintained under Section 189 of the Act.

(a) In respect of the aforesaid loan, the terms and conditions under which such loans were granted are not prejudicial to the Company''s interest.

(b) In respect of the aforesaid loans, the schedule of repayment of principal and payment of interest has been stipulated, and the parties are repaying the principal amounts, as stipulated, and are also regular in payment of interest as applicable.

(c) I n respect of the aforesaid loans, there is no amount which is overdue for more than ninety days.

iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products.

We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given

to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of provident fund, service tax, tax deducted at source, cess on green leaf and deposit linked insurance, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including employees'' state insurance, sales tax, income tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities.

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank. The Company did not have any dues outstanding to any debenture holders or Government as at the beginning of the year nor did it obtain any such loans during the year.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales tax, duty of custom, value added tax which have not been deposited on account of any dispute. The particulars of dues of income tax, service tax, duty of excise as at March 31, 2016 which have not been deposited on account of a dispute, are as follows:

Name of the statute	Nature of dues	Amount (Rs in Lacs)	Period to which the amount relates	Forum where the dispute is pending
Income tax Act, 1961	Tax deducted at Source, Interest, others	5562.00	2005-06 to 20082009 and 2011-2012	Commissioner of Income-tax (Appeals) / The Supreme Court of India.
Finance Act, 1994	Service Tax	131.61	2004-05 to 2007-08	Commissioner (Appeals)/CESTAT
Central Excise Act, 1944	Excise Duty	10.75	1999 to 2003	Commissioner (Appeals)

ix. In our opinion, and according to the information and explanations given to us, the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). However, on an overall basis, the term loans have been applied for the purposes for which they were obtained other than a term loan of Rs 5000 lakhs disbursed towards the year end and out of which Rs 3524.14 lakhs is pending utilization.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. Except for managerial remuneration aggregating Rs. 604.94 lakhs, the managerial remuneration paid/ provided for by the Company is in accordance with the requisite approvals as mandated by the provisions of Section 197 read with Schedule V to the Act. The Company has applied to the Central Government seeking its approval for waiver of excess remuneration paid.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For Price Waterhouse

Firm Registration Number: 301112E

Chartered Accountants

(Prabal Kr. Sarkar)

Kolkata Partner

May 30, 2016 Membership Number 52340

---

Mar 31, 2014

1. We have audited the accompanying financial statements of Mcleod Russel India Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2014, and the Profit and Loss Statement and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the "Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control 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.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the fi- nancial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Profit and Loss Statement, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by ''the Companies (Auditor''s Report) Order, 2003'', as amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'', issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

8. As required by section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

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

(c) The Balance Sheet, Profit and Loss Statement, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss Statement, and Cash Flow Statement dealt with by this report comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

(e) On the basis of written representations received from the directors , and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure to Independent Auditors'' Report

Referred to in paragraph 7 of the Independent Auditors'' Report of even date to the members of McLeod Russel India limited on the financial statements as of and for the year ended March 31, 2014

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

ii. (a) The inventory (excluding stocks with third parties) has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them and/or have been verified with reference to subsequent sale. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. (a) The Company has granted unsecured demand loan to a company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year-end balance of such loans aggregated to Rs.360 lakhs and Rs.300 lakhs, respectively. The Company has not granted any secured/ unsecured loans to firms or other parties covered in the register maintained under Section 301 of the Act.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(c) In respect of the aforesaid loans, the party is repaying the principal amounts, as stipulated, and is also regular in payment of interest as applicable.

(d) In respect of the aforesaid loan, there is no overdue amount more than Rupees One Lakh.

(e) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii) (0 and (g) of the said Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

vii. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

viii. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of cess on green leaf, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees'' state insurance, sales tax, income tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales-tax, wealth-tax, and customs duty which have not been deposited on account of any dispute. The particulars of dues of income tax, service tax, and excise duty as at March 31, 2014 which have not been deposited on account of a dispute, are as follows:

Name of the Nature of dues Amount statute (Rs. Lakhs)

Income Tax Tax deducted at Source 4578.00 Act, 1961 and Interest (Refer Note 39 to Financial Statement)

Fringe Benefit Tax 66.96

Fringe Benefit Tax 41.37

Income Tax 10.27

Income Tax 1877.71

Tax Deducted at Source 79.51

Finance Service Tax 70.l3 Act,l994

Central Excise Excise Duty 10.75 Act, 1944

Name of the Period to which the Forum where the Staute amount relates dispute is pending

Income Tax Act, 1961 2005-06 CIT (Appeals)

2007-08 and Income Tax Appellate 2008-09 Tribunal

2005-06 Calcutta High Court

2006-07 Calcutta High Court

2010-11 CIT (Appeals)

Finance Act,l994 2007-08 to 2013-14 Deputy Commissioner of Income Tax

2004-05 to 2007-08 Commissioner (Appeal)

Central Excise 1999-2003 Additional

Act,1944 Commissioner of

Central Excise and Service Tax

x. The Company has no accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any bank as at the balance sheet date. The Company did not have any dues outstanding to any debenture holders or financial institutions as at the beginning of the year nor did it obtain any such loans during the year.

xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company

xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.

xv. In our opinion, and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loans taken by others from banks or financial institutions during the year, are not prejudicial to the interest of the Company.

xvi. In our opinion, and according to the information and explanations given to us, the term loans have been applied, on an overall basis, for the purposes for which they were obtained.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the Company has used funds raised on short-term basis for long-term investment. The Company has excess current liabilities over current assets amounting to Rs.5318 lakhs on a short term basis, which has been used for non-current assets.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

xix. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company.

xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Price Waterhouse

Firm Registration Number: 301112E

Chartered Accountants

Prabal Kr. Sarkar

Kolkata Partner

May 23, 2014 Membership Number :52340

---

Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying fi nancial statements of McLeod Russel India Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2013, and the Profi t and Loss Statement and Cash Flow Statement for the year then ended, and a summary of signifi cant accounting policies and other explanatory information, which we have signed under reference to this report. T e aforesaid Financial Statements incorporate the transactions and balances relating to the Company''s Marketing & Representative Offi ce, United Kingdom, which we have audited on the basis of returns, records, information and explanations received from the said Marketing and Representative Offi ce of the Company not visited by us during the year.

Management''s Responsibility for the Financial Statements

2. T e Company''s Management is responsible for the preparation of these fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of ''the Companies Act, 1956'' of India (the "Act"). T is responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. T ose Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the fi nancial statements. T e procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company''s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the fi nancial statements.

5. We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

Opinion

6. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying fi nancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of aff airs of the Company as at March 31, 2013;

(b) in the case of the Profi t and Loss Statement, of the profi t for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash fl ows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by ''the Companies (Auditor''s Report) Order, 2003'', as amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'', issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specifi ed in paragraphs 4 and 5 of the Order.

8. As required by section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the Marketing & Representative Offi ce not visited by us;

(c) T e Balance Sheet, the Profi t and Loss Statement and the Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the Marketing & Representative Offi ce not visited by us;

(d) In our opinion, the Balance Sheet, the Profi t and Loss Statement and the Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act;

(e) On the basis of written representations received from the directors, and taken on record by the Board of Directors, none of the directors is disqualifi ed as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure To The Independent Auditors'' Report

Referred to in paragraph 7 of the Independent Auditors'' Report of even date to the members of McLeod Russel India Limited on the Financial Statements as of and for the year ended March 31, 2013

i. (a) T e Company is maintaining proper records showing full particulars, including quantitative details and situation, of fi xed assets.

(b) T e fi xed assets are physically verifi ed by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fi xed assets has been physically verifi ed by the Management during the year and no material discrepancies have been noticed on such verifi cation.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fi xed assets has not been disposed off by the Company during the year.

ii. (a) T e inventory (excluding stocks with third parties) has been physically verifi ed by the Management during the year. In respect of inventory lying with third parties, these have substantially been confi rmed by them and/or have been verifi ed with reference to subsequent sale. In our opinion, the frequency of verifi cation is reasonable.

(b) In our opinion, the procedures of physical verifi cation of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. T e discrepancies noticed on physical verifi cation of inventory as compared to book records were not material.

iii. (a) T e Company has granted unsecured demand loan to a company covered in the register maintained under Section 301 of the Act. T e maximum amount involved during the year and the year-end balance of such loan aggregated to Rs. 360.00 lakhs and Rs. 360.00 lakhs, respectively. T e Company has not granted any secured/ unsecured loans to fi rms or other parties covered in the register maintained under Section 301 of the Act.

(b) In our opinion, the rate of interest and other terms and conditions of such loan are not prima facie prejudicial to the interest of the Company.

(c) In respect of the aforesaid loan, repayment of the principal amount and the payment of interest were not due at the year end. T erefore, the provision of clause 4(iii) (d) is not applicable to the company.

(d) T e Company has not taken any loans, secured or unsecured, from companies, fi rms or other parties covered in the register maintained under Section 301 of the Act. T erefore, the provisions of Clause 4(iii) (f) and (g) of the said Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fi xed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

vi. T e Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

vii. In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

viii. We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities. As explained by the Management, Employees'' State Insurance Scheme is not applicable to the Company.

x. T e Company has no accumulated losses as at the end of the fi nancial year and it has not incurred any cash losses in the fi nancial year ended on that date or in the immediately preceding fi nancial year.

xi. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any bank as at the balance sheet date. T e Company did not have any dues outstanding to any debentures holders or fi nancial institutions as at the beginning of the year nor did it obtain any such loans during the year.

xii. T e Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. T erefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company.

xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefi t fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company.

xv. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or fi nancial institutions during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company.

xvi. In our opinion, and according to the information and explanations given to us, the term loans have been applied, on an overall basis, for the purposes for which they were obtained.

xvii. According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, we report that the company has used funds raised on short term basis for long-term investment. T e company has obtained funds by way of short term borrowings aggregating Rs. 6,938.78 lakhs on a short term basis, which has been used for long term investment in Tangible Assets and Long-term Loans and Advances.

xviii. T e Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company.

xix. T e Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company.

xx. T e Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company.

xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management. For Price Waterhouse

Firm Registration Number: 301112E

Chartered Accountants

Prabal Kr. Sarkar Kolkata

Partner

27th May, 2013 Membership Number 52340

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of McLeod Russel India Limited (the "Company"), as at 31st March, 2012, and the related Profit and Loss Statement and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. The aforesaid financial statements incorporate the transactions and balances relating to the Company's Marketing and Representative Office, United Kingdom, which we have audited on the basis of returns, records, information and explanations received from the said Marketing and Representative Office of the Company not visited by us during the year. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as, evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of 'the Companies Act, 1956' of India (the 'Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we further report that :

3.1 (a) The Company has maintained proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

3.2. (a) The inventory (excluding stocks with third parties) has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them and/ or have been verified with reference to subsequent sale. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3.3 (a) The Company has granted unsecured demand loan to a company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year- end balance of such loan amounts to Rs 360.00 lakhs and Rs 360.00 lakhs respectively.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(c) In respect of the aforesaid loan, repayment of the principal amount and the payment of interest were not due at the year end.

(d) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

3.4 In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

3.5 (a) In our opinion, and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, the transactions made in pursuance of such contacts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

3.6 The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

3.7 In our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

3.8 We have broadly reviewed the books of account maintained by the Company in respect of product where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

3.9 (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has generally been regular in depositing during the year the undisputed statutory dues, including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities. As explained by the Management, Employees' State Insurance Scheme is not applicable to the Company.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess, as at 31st March, 2012 which have not been deposited on account of a dispute, are as follows :

Name of the statute Nature of dues Amount (Rs. Lakhs)

Central Sales Tax Act Sales Tax 0.82

Sales Tax 2.23

Assam General Sales Sales Tax 23.32 Tax Act

Income Tax Act 1961 Tax Deducted at source 4578.00 and Interest (Refer Note 39 to Financial Statement)

Fringe Benefit Tax 37.93

Finance Act, 1994 Service Tax 75.48



Name of the statute Period to which Forum where the the amount relates dispute is pending

Central Sales Tax Act 2001-02 Deputy Commissioner of Taxes (Appeals)

2005-06 Deputy Commissioner of Taxes

Assam General Sales 1999-00 Gauhati High Court Tax Act

Income Tax Act 1961 2005-06 CIT (Appeals)

2007-08 CIT (Appeals)

Finance Act,1994 2004-05 to 2007-08 Commissioner Central Excise

3.10 The Company has no accumulated losses as at 31st March 2012 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceeding financial year.

3.11 According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any bank at the Balance Sheet date. The Company did not have any dues outstanding to any debenture holders or financial institutions as at the beginning of the year nor did it obtain any such loans during the year.

3.12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

3.13 The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/societies are not applicable to the Company.

3.14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

3.15. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

3.16. In our opinion, and according to the information and explanations given to us, the term loans have been applied, on an overall basis for the purposes for which they were obtained.

3.17. On the basis of an overall examination of the balance sheet of the Company, in our opinion, and according to the information and explanations given to us, funds raised on a short term basis, aggregating Rs 9,016.54 lakhs, have been used for long-term investment in Tangible Assets and Long-term Loans and Advances.

3.18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

3.19. The Company has not issued any debentures during the year; and does not have any debentures outstanding either as at the year end.

3.20. The Company has not raised any money by public issues during the year.

3.21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

4. Further to our comments in paragraph 3 above, we report that:

(a) We have 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 appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the Marketing and Representative Office not visited by us;

(c) The Balance Sheet, the Profit and Loss Statement and the Cash Flow Statement dealt with by this report are in agreement with the books of account and with the returns received from the Marketing and Representative Office not visited by us;

(d) In our opinion, the Balance Sheet, the Profit and Loss Statement and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub- section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Act, and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

(ii) in the case of the Profit and Loss Statement, of the profit for the year ended on that date; and

(iii)in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For Price Waterhouse

Firm Registration Number: 301112E

Chartered Accountants

P.Law

Kolkata Partner

28th May, 2012 Membership Number. 51790

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of McLeod Russel India Limited (the "Company"), as at 31st March, 2011, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. The aforesaid financial statements incorporate the transactions and balances relating to the Companys Marketing and Representative Office, United Kingdom, which we have audited on the basis of returns, records, information and explanations received from the said Marketing and Representative Office of the Company not visited by us during the year. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as, evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub- section (4A) of Section 227 ofthe Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we further report that :

3.1 (a)The Company has maintained proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b)The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

3.2. (a)The inventory (excluding stocks with third parties) has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them and/ or have been verified with reference to subsequent sale. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3.3(a) The Company has granted unsecured demand loan to a company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year- end balance of such loan amounts to Rs 360.00 lakhs and Rs 360.00 lakhs respectively.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(c) In respect of the aforesaid loan, repayment of the principal amount and the payment of interest were not due at the year end.

(d) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

3.4 In our opinion and according to the information and explanations given to us,

there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid Internal control system.

3.5 (a) In our opinion and according to the information and explanations given to

us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contacts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

3.6 The Company has not accepted any deposits from the public within the meaning of Sections 5SA and 58AA of the Act and the rules framed there under.

3.7 In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

3.8 We have broadly reviewed the books of account maintained by the Company in respect of product where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

3.9(a) According to the information and explanations given to us and the records of the Company examined by us, In our opinion, the Company has generally been regular In depositing during the year the undisputed statutory dues Including provident fund. Investor education and protection fund, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities. As explained by the Management, Employees State Insurance Scheme is not applicable to the Company.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess, as applicable, as at 31st March, 2011 which have not been deposited on account of a dispute, are as follows :

Name of the Nature of dues Amount Period to which Forum where statute (Rs. Lakhs) the amount the dispute is relates pending

Central Sales Tax 0.82 2001-02 Deputy

Sales Tax Commissioner

Act of Taxes

(Appeals)

Sales Tax 2.23 2005-06 Deputy

Commissioner

of Taxes

Assam Sales lax 23.32 1999 00 Gauhati High General Court

Sales Tax Act

Income Tax Tax Deducted 5273.00 2005-06 CIT (Appeals)

Act 1961 at source and

Interest (Refer

Note 14 on

Schedule 17

to Accounts)

Fringe Benefi 37.93 2007-08 CIT (Appeals)

Tax

Finance Act, Service Tax 75.48 2004-05 to Commissioner

1994 2007-08 Central Excise

3.10 The Company has no accumulated losses as at 31* March, 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

3.11 According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any bank at the Balance Sheet date. The Company did not have any dues outstanding to any debenture holders or financial institutions as at the beginning of the year nor did it obtain any such loans during the year.

3.12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

3.13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/societies are not applicable to the Company.

3.14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

3.15. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

3.16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained other than Rs. 1408 Lakhs being a part of such loans which is pending utilisation.

3.17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short term basis which have been utilised for long term investments.

3.18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

3.19. The Company has not issued any debentures.

3.20. The Company has not raised any money by public issues during the year.

3.21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

4. Further to our comments in paragraph 3 above, we report that:

(a) We have 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 appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the Marketing and Representative Office not visited by us;

(c) The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of accounts and with the returns received from the Marketing and Representative Office not visited by us;

(d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from the directors, and taken on record by the Board of Directors, none of the directors is disqualified as on 31s1 March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give in the prescribed manner, except for non ascertainment and non disclosure of the value of green leaf consumed as indicated in Note 20(b) on Schdule 17 to the financial statements, the information required by the Act, and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31" March, 2011;

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

(iii)in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For Price Waterhouse

Firm Registration Number 301112E

Chartered Accountants

Place : Kolkata

Date : 30Th May, 2011 (P.Law)

Partner

Membership Number. 51790

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of McLeod Russel India Limited, as at 31st March, 2010, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. The aforesaid financial statements incorporate the transactions relating to the Companys Marketing and Representative Office, United Kingdom. We have audited these transactions on the basis of returns, . records, information and explanations received from this office which we have not visited. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as, evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the "Order"), issued by the Central Government of India in terms of sub- section (4A) of Section 227 of "the Companies Act, 1956 of India (the Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we further report that :

3.1 (a)The Company has maintained proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b)The fixed assets are physically verified by the management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

3.2. (a)The inventory (excluding stocks with third parties) has been physically verified by the Management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them and/ or have been verified with reference to subsequent sale. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material,

3.3(a) The Company has granted unsecured demand loan to a company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year and the year- end balance of such loan amounts to Rs 460.00 lakhs and Rs 360.00 lakhs respectively.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

(c) In respect of the aforesaid loan, repayment of the principal amount and the payment of interest were not due at the year end.

(d) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

3.4 In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. There is no sale of services during the year. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

3.5 (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contacts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

3.6 The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

3.7 In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

3.8 We have broadly reviewed the books of account maintained by the Company in respect of product where, pursuant to the Rules made by the Central .Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

3.9(a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company has generally been regular in depositing during the year the undisputed statutory dues including provident fund, investor education and protection fund, income tax, sales tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities. As explained by the Management, Employees State Insurance Scheme is not applicable to the Company.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess as applicable as at 31st March, 2010 which have not been deposited on account of a dispute, are as follows :

Name of Nature of Dues Amount Period to which Forum where the

(Rs Lakhs) the amount the dispute is statute relates pending

Central Sales Tax 0.82 2001-02 Deputy Sales Commissioner Tax Act of Taxes (Appeals)

Sales Tax 2.23 2005-06 Deputy Commissioner of Taxes

Assam Sales Tax 23.32 1999-00 Gauhati High General Court Sales Tax Act

West Sales Tax 1.16 1994-95 Sales Tax Bengal Appellate Sales Tribunal Tax Act

Income Tax Deducted 5278.00 2005-06 CIT Appeals Tax Act at source and Interest (Refer Note 14 on Schedule 17 to 1 Accounts)

3.10 The Company has no accumulated losses as at 31st March, 2010 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

3.11 According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any bank at the Balance Sheet date. The Company has neither any outstanding dues to any debenture holders or financial institutions at the beginning of the year nor it obtained any such loans during the year.

3.12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

3.13 The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/societies are not applicable to the Company.

3.14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.

3.15. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company, for loans taken by others from bank during the year, are not prejudicial to the interest of the Company.

3.16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained other than a term loan of Rs 5500 Lakhs disbursed towards the year end and is pending utilisation.

3.17. On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, funds raised on a short term basis have, to the extent of Rs.7371.83 Lakhs, been utilised for long term investments (mainly fixed assets).

3.18. The Company has not made any preferential allotment of shares to parties

and companies covered in the register maintained under Section 301 of the Act during the year.

3.19. The Company has not issued any debentures and accordingly the question of creation of securities in this regard does not arise.

3.20. The Company has not raised any money by public issues during the year.

3.21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

4. Further to our comments in paragraph 3 above, we report that:

(a) We have 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 appears from our examination of those books;

(c) The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received from trie directors, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, subject to Note 20(b) on Schedule 17 to the Accounts regarding non ascertainment of value of green leaf consumed, in the prescribed manner, the information required by the Act, and also give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

(iii)in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For Price Waterhouse

Firm Registration Number 301112E

Chartered Accountants



(P.Law)

Partner

Membership Number. 51790

Place : Kolkata

Date : 30th May, 2010