Auditor Report of Schneider Electric Infrastructure Ltd.

Mar 31, 2025

We have audited the accompanying financial statements of
Schneider Electric Infrastructure Limited (“the Company”),
which comprise the Balance Sheet as at March 31,2025, the
Statement of Profit and Loss (including Other Comprehensive
Income), the 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 material
accounting policies and other explanatory information.

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
financial statements give the information required by the
Companies Act, 2013 (“the Act”) in the manner so required
and give a true and fair view 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 its profit and total comprehensive
income, changes in equity and its cash flows for the year
ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in
accordance with the Standards on Auditing (SAs) specified
under Section 143(10) of the Act. Our responsibilities under
those Standards are further described in the Auditor''s
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 issued by the Institute
of Chartered Accountants of India (“the ICAI”) together with
the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Act and the
Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the ICAI''s Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a
basis for our opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
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.
We have determined the matters described below to be the
key audit matters to be communicated in our report.

Sl. No.	The key audit matter	How the matter was addressed in our audit
1	Revenue Recognition	In view of the significance of the matter, following audit
	Revenue from contracts with customers is	procedures were applied in this area, amongst others to
	recognized when control of the goods or services	obtain sufficient and appropriate audit evidence:
	are transferred to the customer at an amount that	• We assessed the appropriateness of the revenue
	reflects the consideration to which the Company	recognition accounting policies and its compliance
	expects to be entitled in exchange for those goods	in terms of Ind AS 115 ‘Revenue from contracts with
	or services.	customers''.
	The Company has concluded that as principal,	• We obtained an understanding of management''s
	it typically controls the goods or services before	internal controls over the revenue recognition process
	transferring them to the customers. There is an	and evaluated the design and tested the operating
	inherent risk and presumed fraud risk around the	effectiveness of key controls.
	accuracy and existence of revenue recognised. Further, revenue is an important element of how the	• We carried out analytical procedures on revenue
	Company measures its performance. The Company focuses on revenue as a key performance measure,	recognised during the year to identify unusual variances and discussed with designated management personnel.
	which could create an incentive for revenue to	• We performed substantive procedures by testing the
	be recognized before the controls have been	underlying documents on samples selected based
	transferred.	on a representative sampling of revenue transactions
	Accordingly, due to the significant risk associated	recorded during the year.
	with revenue recognition in accordance with	• We performed cut-off testing on sales transactions
	terms of Ind AS 115 ‘Revenue from contracts with	made near the year-end on sample basis by obtaining
	customers'', it has been determined a key audit	supporting documentation including customer
	matter in our audit of the financial statements.	confirmation of receipt of goods to establish that sales
	In view of the above and given the Company and its stakeholders focus on revenue as a key performance	and corresponding trade receivables are properly recorded in the correct period.
	indicator, we determined this to be a key audit	We tested the relevant disclosures made in the financial
	matter.	statements.

Sl. No.	The key audit matter	How the matter was addressed in our audit
2	Trade Receivables	In view of the significance of the matter, following audit
	Trade receivables, including retention money with	procedures were applied in this area, amongst others to
	customers, amounted to '' 66,705 Lakh at year-end,	obtain sufficient and appropriate audit evidence:
	which is significant part of the total assets of the	• Obtained an understanding of the processes
	Company. Impairment loss on trade receivables is	implemented to estimate impairment provision against
	recognized in accordance with accounting policies	trade receivables.
	as detailed in “material accounting policies” in the	• Tested key controls (both design and operating
	financial statements.	effectiveness) over estimation of impairment loss.
	The Company is required to assess the recoverability	• In respect of significant provisions made for specific
	of its trade receivables on a regular basis. It makes	trade receivables, we obtained and evaluated specific
	an impairment allowance for specific customers on	assessment from the Company and examined related
	case-to-case analysis. It further makes an estimate	available information such as correspondences with
	of impairment allowance for balance receivables on the basis of lifetime expected credit loss method	customers and publicly available information.
	based on provision matrix in accordance with Ind AS	• Evaluated the “expected credit loss” model adopted
	109, Financial Instruments.	to estimate the impairment allowance and tested the related assumptions and computations.
	In assessing the recoverability of trade receivables,	• Obtained and tested the base data used in the above-
	management also exercised significant judgements to evaluate the collectability from individual customers after considering their creditworthiness,	mentioned model such as trade receivables ageing, historical billing and collection data.
	whether they have financial difficulties, experience	• Evaluated the various assumptions and judgements
	of default or delinquency in payments and ageing	applied such as discount rate, period of delays of
	analysis. The judgements applied by management	receipts from customers, etc.
	have a significant impact on the level of provision	• Circulated the balance confirmation letter to the
	required for trade receivables.	customers and analysed the responses in balance
	In view of above, we determined this area to an area	confirmation letter obtained from the customers.
	of audit focus, and accordingly, a key audit matter.	We tested the relevant disclosures made in the financial statements.
3	Tax Litigations	In view of the significance of the matter, following audit
	The Company''s operations are subject to	procedures were applied in this area, amongst others to
	complexities arising from applicability of various	obtain sufficient and appropriate audit evidence:
	laws and regulations with respect to positions on	• We obtained an understanding of the process of
	matters relating to income tax, sales tax, goods and	identification of tax litigations, related contingent
	services tax, service tax, excise, customs etc. (either	liabilities and the key uncertain tax positions.
	past or present). Provision for taxes is recognized or contingent liabilities are disclosed in accordance	• Obtained the list of ongoing litigations of the Company and discussed the same with the management to
	with accounting policies as detailed in “material accounting policies” in the financial statements.	understand the details of the underlying matters.
	Due to complexity of cases, significant amount	• Tested key controls (both design and operating
	involved and timescales for resolution, significant judgment and estimations are required in assessing	effectiveness) over the estimate of provisions for various taxes.
	the range of possible outcomes for some of these	• We analysed the Company''s judgment regarding
	matters. These judgments could change over time	the eventual resolution of matters with various tax
	as each of the matter progresses depending on	authorities. In this regard, we understood how the
	experience on actual assessment proceedings	Company has considered past experience, where
	by tax and other authorities and other judicial	available, with the authorities in the respective
	precedents.	jurisdictions.
	The Company makes an assessment to determine	• We obtained representations from relevant consultants
	the outcome of these tax positions and decides	and legal counsels. We also evaluated the objectivity,
	to make an accrual or consider it to be a possible	competence, and relevant experience of those
	contingent liability. This affects the measurement	consultants / legal counsels.
	and accuracy of provision for taxes.	• Involved specialists to evaluate estimates on the basis
	In view of the above-mentioned factors, we have	of the facts of each case, internal evaluations, legal
	determined this to be a key audit matter.	precedence, assumptions made and external legal opinions. We tested the relevant disclosures made in the financial statements.

Information Other than the Financial Statements and
Auditor’s Report Thereon

The Company''s Board of Directors is responsible for the
other information. The other information comprises the
information included in the Annual Report but does not
include the financial statements and our auditor''s report
thereon.

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

If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report
in this regard.

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

The Company''s Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect to
the preparation of these financial statements that give a true
and fair view of the financial position, financial performance,
total 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 statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the financial statements, the Management
and Board of Directors are responsible for assessing
the Company''s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the
Board of Directors either intends to liquidate the Company
or to cease operations, or has no realistic alternative but to
do so.

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

Auditor’s 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 auditor''s report that includes our opinion.
Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these 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 financial controls
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under
Section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the Company
has adequate internal financial controls 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 the Management.

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

• Evaluate the overall presentation, structure and content
of the 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 financial controls that
we identify during our audit.

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

(i) the matter stated in the paragraph 2(i)(vi)
below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014;

(ii) the daily backup of certain items of books
of account maintained in electronic mode in
the primary accounting software, which has
not been kept in servers physically located in
India during the period April 1,2024 to March
16, 2025;

(iii) the daily backup of certain items of books of
account maintained in electronic mode in one
non-primary accounting software, which has
not been kept in servers physically located in
India during the year ended March 31,2025.

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

(d) In our opinion, the aforesaid 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 as on March 31,2025
taken on record by the Board of Directors, none
of the directors is disqualified as on March 31,
2025 from being appointed as a director in terms
of Section 164 (2) of the Act.

(f) The modifications relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph 2(b) above on reporting
under section 143(3)(b) of the Act and paragraph
2(i)(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014

(g) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in “Annexure B”.

(h) With respect to the other matters to be included
in the Auditor''s Report in accordance with the
requirements of Section 197(16) of the Act, as
amended,

in our opinion and to the best of our information
and according to the explanations given to us,
the remuneration paid by the Company to its
directors during the year is in accordance with
the provisions of Section 197 of the Act.

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

i. The Company has disclosed the impact of
pending litigations on its financial position in
its financial statements - Refer Note 34 to the
financial statements;

ii. The Company has made provision, as
required under the applicable law or
Indian Accounting Standards, for material
foreseeable losses, if any, on long-term
contracts - refer note 16(ii)(d) to the financial
statements. The Company did not have any
material foreseeable losses on derivative
contracts.

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

iv. (a). The Management has represented

that, to the best of its knowledge and
belief, as disclosed in the note 45(ii) to
the financial statement, no funds have
been advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind
of funds) by the Company to or in
any other person or entity, including
foreign entities (“Intermediaries”), with
the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall, directly or indirectly
lend or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Company
(“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries.

(b) . The Management has represented,

that, to the best of its knowledge and
belief, as disclosed in the note 45(ii) to
the financial statement, no funds have
been received by the Company from
any person or entity, including foreign
entities (“Funding Parties”), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall, directly or indirectly, lend or
invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries.

(c) Based on the audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, nothing has come to our
notice that has caused us to believe that
the representations under sub-clause (i)
and (ii) of Rule 11(e) contain any material
misstatement.

(v) The Company has not declared or paid
any dividend during the year and has not
proposed final dividend during the year.

(vi) Based on our examination, which included
tests checks, the Company has used
accounting softwares for maintaining its

books of account for the financial year
ended March 31,2025, which have a feature
of recording audit trail (edit log) facility and
the same has operated throughout the year
for all relevant transactions recorded in the
respective software, except that,

a) For the primary accounting software
used for maintaining the books of
account, the feature of recording audit
trail (edit log) facility was not enabled
at application level for changes through
certain tables and changes made by
certain privileged users with specific
access rights due to software''s inherent
functionalities.

b) The database of primary accounting
software and one non-primary
accounting software used by the
Company, have been hosted by the
third-party service provider. However,
in the absence of independent auditor''s
report for full reporting period in relation
to controls at the third-party service
providers, we are unable to comment
if the audit trail (edit log) facility was
enabled at the database level.

During the course of performing our
audit procedures, except for the
aforementioned instances of audit trail
not maintained, where the question of
our commenting on whether the audit
trail feature has been tampered with
does not arise, we did not come across
any instance of the audit trail feature
being tampered with.

Additionally, the audit trail to the
extent it was enabled and operated
as stated above, has been preserved
by the Company as per the statutory
requirements for record retention.

For S.N. Dhawan & CO LLP

Chartered Accountants
Firm Registration No.: 000050N/N500045

Pankaj Walia

Partner

Membership No.: 509590
UDIN No.: 25509590BMNWCN7264

Place: Gurugram
Date: May 26, 2025

---

Mar 31, 2024

We have audited the financial statements of Schneider Electric Infrastructure Limited (“the Company”), which comprise the Balance Sheet as at March 31,2024, and the Statement of Profit and Loss (including Other Comprehensive Income), the 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 material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, and its profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s 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 issued by the Institute of Chartered Accountants of India (“the ICAI”) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

Sl. No.	The key audit matter	How the matter was addressed in our audit
1	Revenue Recognition Revenue from contracts with customers is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company has concluded that as principal, it typically controls the goods or services before transferring them to the customers. There is an inherent risk and presumed fraud risk around the accuracy and existence of revenues recognised. Further, revenue is an important element of how the Company measures its performance. The Company focuses on revenue as a key performance measure, which could create an incentive for revenue to be recognized before the controls have been transferred. Accordingly, due to the significant risk associated with revenue recognition in accordance with terms of Ind AS 115 ‘Revenue from contracts with customers'', it has been determined a key audit matter in our audit of the financial statements. In view of the above and given the Company and its stakeholders focus on revenue as a key performance indicator, we determined this to be a key audit matter.	In view of the significance of the matter, following audit procedures were applied in this area, amongst others to obtain sufficient and appropriate audit evidence: • We assessed the appropriateness of the revenue recognition accounting policies and its compliance in terms of Ind AS 115 ‘Revenue from contracts with customers''. • We obtained an understanding of management''s internal controls over the revenue recognition process and evaluated the design and tested the operating effectiveness of key controls. • We carried out analytical procedures on revenue recognised during the year to identify unusual variances and discussed with designated management personnel. • We performed substantive procedures by testing the underlying documents on samples selected based on a representative sampling of revenue transactions recorded during the year. • We performed cut-off testing on sales transactions made near the year-end on sample basis by obtaining supporting documentation including customer confirmation of receipt of goods to establish that sales and corresponding trade receivables are properly recorded in the correct period. We tested the relevant disclosures made in the financial statements.

Sl. No.	The key audit matter	How the matter was addressed in our audit
2	Trade Receivables Trade receivables, including retention money with customers, amounted to '' 65,589 Lakh at year-end, which is significant part of the total assets of the Company. Impairment loss on trade receivables is recognized in accordance with accounting policies as detailed in “significant accounting policies” in the financial statements. The Company is required to assess the recoverability of its trade receivables on a regular basis. It makes an impairment allowance for specific customers on case-to-case analysis. It further makes an estimate of impairment allowance for balance receivables on the basis of lifetime expected credit loss method based on provision matrix in accordance with Ind AS 109, Financial Instruments. In assessing the recoverability of trade receivables, management also exercised significant judgements to evaluate the collectability from individual customers after considering their creditworthiness, whether they have financial difficulties, experience of default or delinquency in payments and ageing analysis. The judgements applied by management have a significant impact on the level of provision required for trade receivables. In view of above, we determined this area to an area of audit focus, and accordingly, a key audit matter.	In view of the significance of the matter, following audit procedures were applied in this area, amongst others to obtain sufficient and appropriate audit evidence: • Obtained an understanding of the processes implemented to estimate impairment provision against trade receivables. • Tested key controls (both design and operating effectiveness) over estimation of impairment loss. • In respect of significant provisions made for specific trade receivables, we obtained and evaluated specific assessment from the Company and examined related available information such as correspondences with customers and publicly available information. • Evaluated the “expected credit loss” model adopted to estimate the impairment allowance and tested the related assumptions and computations. • Obtained and tested the base data used in the above-mentioned model such as trade receivables ageing, historical billing and collection data. • Evaluated the various assumptions and judgements applied such as discount rate, period of delays of receipts from customers, etc. • Circulated the balance confirmation letter to the customers and analysed the responses in balance confirmation letter obtained from the customers. We tested the relevant disclosures made in the financial statements.
3	Tax Litigations The Company''s operations are subject to complexities arising from applicability of various laws and regulations with respect to positions on matters relating to income tax, sales tax, goods and services tax, service tax, excise, customs etc. (either past or present). Provision for taxes is recognized or contingent liabilities are disclosed in accordance with accounting policies as detailed in “significant accounting policies” in the financial statements. Due to complexity of cases, significant amount involved and timescales for resolution, significant judgment and estimations are required in assessing the range of possible outcomes for some of these matters. These judgments could change over time as each of the matter progresses depending on experience on actual assessment proceedings by tax and other authorities and other judicial precedents. The Company makes an assessment to determine the outcome of these tax positions and decides to make an accrual or consider it to be a possible contingent liability. This affects the measurement and accuracy of provision for taxes. In view of the above-mentioned factors, we have determined this to be a key audit matter.	In view of the significance of the matter, following audit procedures were applied in this area, amongst others to obtain sufficient and appropriate audit evidence: • We obtained an understanding of the process of identification of tax litigations, related contingent liabilities and the key uncertain tax positions. • Obtained the list of ongoing litigations of the Company and discussed the same with the management to understand the details of the underlying matters. • Tested key controls (both design and operating effectiveness) over the estimate of provisions for various taxes. • We analysed the Company''s judgment regarding the eventual resolution of matters with various tax authorities. In this regard, we understood how the Company has considered past experience, where available, with the authorities in the respective jurisdictions. • We obtained representations from relevant consultants and legal counsels. We also evaluated the objectivity, competence, and relevant experience of those consultants / legal counsels. • Involved specialists to evaluate estimates on the basis of the facts of each case, internal evaluations, legal precedence, assumptions made and external legal opinions. We tested the relevant disclosures made in the financial statements.

Information Other than the Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the financial statements and our auditor''s report thereon.

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

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total 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 statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the 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 the Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about 4 whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and

to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect 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 Act, 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 the Management.

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

• Evaluate the overall presentation, structure and content of the 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 period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

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

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except for the matter stated in the paragraph 2(h) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 and keeping backup on daily basis of such books of account maintained in electronic mode in a server physically located in India.

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

(d) In our opinion, the aforesaid 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 as on March 31,2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to financial

statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of Section 197(16) of the Act, as amended:

I n our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule

II of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 34 to the financial statements;

ii. The Company has made provision, as required under the applicable law or Indian Accounting Standards, for material foreseeable losses, if any, on long-term contracts - refer note 16(ii)(d) to the financial statements. The Company did not have any material foreseeable losses on derivative contracts.

iii. There were no amounts which were 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 it''s knowledge and belief, as disclosed in the note 45(ii) to the financial statement, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b). The Management has represented, that, to the best of it''s knowledge and belief, as disclosed in the note 45(ii) to the financial statement, no funds have

been received by the Company from any person or entity, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) contain any material misstatement.

(v) The Company has not declared or paid any dividend during the year.

(vi) The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from April 1,2023.

Based on our examination, which included tests checks, the Company has used accounting softwares for maintaining its books of account for the financial year ended 31 March 2024, which has a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in the respective softwares, except that, the audit trail has not been maintained at application level for changes for the primary accounting software through certain tables and changes made by certain privileged users with specific access. In case of other three non-primary accounting softwares, the audit trail (edit log) facility was enabled at the application level during the year and have been operating throughout the year for all relevant transactions recorded in the respective softwares.

The database of primary accounting software and all the aforesaid non-primary accounting softwares have been hosted by the third-party software service providers, however, in the absence of a specific mention of

audit trail in the service provider''s auditor''s report, we are unable to comment on whether the audit trail feature was enabled at the database level.

During the course of performing our procedures in respect of the aforesaid primary accounting software and other nonprimary accounting softwares, except for the aforementioned instances of audit trail not maintained, where the question of our commenting on whether the audit trail has been tampered with does not arise, we did not come across any instance of the audit trail feature being tampered with during the course of our audit in cases where the audit trail feature was enabled.

In the case of two other non-primary accounting softwares, which are maintained by a third-party software service provider, in the absence of a specific mention of audit trail in the service provider''s auditor''s report, we are unable to comment on whether the audit tail feature was enabled and operated throughout the year for all relevant transactions recorded in the software or whether there were any instances of the audit trail been tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended is applicable for the Company only with effect from April 1, 2023, therefore, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended, on preservation of audit trail as per the statutory requirements for record retention is not applicable for financial year ended March 31,2024.

For S.N. Dhawan & CO LLP

Chartered Accountants Firm Registration No.: 000050N/N500045

Pankaj Walia

Partner

Membership No.: 509590 UDIN No.: 24509590BKFNVZ1828

Place: Gurugram Date: May 23, 2024

---

Mar 31, 2023

Schneider Electric Infrastructure Limited

Report on the Audit of the Ind AS Financial Statements

Opinion

We have audited the Ind AS financial statements of Schneider Electric Infrastructure Limited (“the Company”), which comprise the Balance Sheet as at March 31,2023, and the Statement of Profit and Loss (including other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and notes to the Ind AS Financial Statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and net profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Ind AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“the ICAI”) together with the ethical requirements that are relevant to our audit of the Ind AS financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

Sl. No.	The key audit matter	How the matter was addressed in our audit
1	Revenue Recognition Revenue from contracts with customers is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company has concluded that as principal, it typically controls the goods or services before transferring them to the customers. There is an inherent risk and presumed fraud risk around the accuracy and existence of revenues recognised. Further, revenue is an important element of how the Company measures its performance. The Company focuses on revenue as a key performance measure, which could create an incentive for revenue to be recognized before the controls have been transferred.	In view of the significance of the matter, following audit procedures were applied in this area, amongst others to obtain sufficient and appropriate audit evidence: • We assessed the appropriateness of the revenue recognition accounting policies and its compliance in terms of Ind AS 115 ‘Revenue from contracts with customers''. • We obtained an understanding of management''s internal controls over the revenue recognition process and evaluated the design and tested the operating effectiveness of key controls. • We carried out analytical procedures on revenue recognised during the year to identify unusual variances and discussed with designated management personnel.
	Accordingly, due to the significant risk associated with revenue recognition in accordance with terms of Ind AS 115 ‘Revenue from contracts with customers'', it has been determined a key audit matter in our audit of the Ind AS financial statements.		We performed substantive procedures by testing the underlying documents on samples selected based on a representative sampling of revenue transactions recorded during the year.
	In view of the above and given the Company and its stakeholders focus on revenue as a key performance indicator, we determined this to be a key audit matter.		We performed cut-off testing on sales transactions made near the year-end on sample basis by obtaining supporting documentation including customer confirmation of receipt of goods to establish that sales and corresponding trade receivables are properly recorded in the correct period.
		We tested the relevant disclosures made in the Ind AS financial statements.

Sl. No.	The key audit matter	How the matter was addressed in our audit
2	Trade Receivables	In	view of the significance of the matter, following audit
		procedures were applied in this area, amongst others to
	Trade receivables, including retention money with customers,	obtain sufficient and appropriate audit evidence:
	amounted to '' 5,459.27 million at year-end, which is significant part of the total assets of the Company. Impairment loss on	•	Obtained an understanding of the processes
	trade receivables is recognized in accordance with accounting		implemented to estimate impairment provision against
	policies as detailed in “significant accounting policies” in the		trade receivables.
	financial statements.	•	Tested key controls (both design and operating
	The Company is required to assess the recoverability of its		effectiveness) over estimation of impairment loss.
	trade receivables on a regular basis. It makes an impairment	•	In respect of significant provisions made for specific
	allowance for specific customers on case-to-case analysis. It		trade receivables, we obtained and evaluated specific
	further makes an estimate of impairment allowance for balance		assessment from the Company and examined related
	receivables on the basis of lifetime expected credit loss method		available information such as correspondences with
	based on provision matrix in accordance with Ind AS 109,		customers and publicly available information.
	Financial Instruments. The Company further considers impact of	•	Evaluated the “expected credit loss” model adopted
	external environment, such as possible effect from the COVID-19		to estimate the impairment allowance and tested the
	pandemic.		related assumptions and computations.
	In assessing the recoverability of trade receivables,	•	Obtained and tested the base data used in the above-
	management also exercised significant judgements to evaluate		mentioned model such as trade receivables ageing,
	the collectability from individual customers after considering their creditworthiness, whether they have financial difficulties,		historical billing and collection data.
	experience of default or delinquency in payments and ageing	•	Evaluated the various assumptions and judgements
	analysis. The judgements applied by management have a		applied such as discount rate, period of delays of
	significant impact on the level of provision required for trade		receipts from customers, etc.
	receivables.	•	Circulated the balance confirmation letter to the customers and analysed the responses in balance
	In view of above, we determined this area to an area of audit		confirmation letter obtained from the customers.
	focus, and accordingly, a key audit matter.	We	tested the relevant disclosures made in the Ind AS
		financial statements.
3	Tax Litigations	In	view of the significance of the matter, following audit
	The Company''s operations are subject to complexities arising	procedures were applied in this area, amongst others to obtain sufficient and appropriate audit evidence:
	from applicability of various laws and regulations with respect to positions on matters relating to income tax, sales tax, goods	•	We obtained an understanding of the process of
	and services tax, service tax, excise, customs etc. (either past or		identification of tax litigations, related contingent
	present). Provision for taxes is recognized or contingent liabilities		liabilities and the key uncertain tax positions.
	are disclosed in accordance with accounting policies as detailed	•	Obtained the list of ongoing litigations of the Company
	in “significant accounting policies” in the financial statements.		and discussed the same with the management to
	Due to complexity of cases, significant amount involved and		understand the details of the underlying matters.
	timescales for resolution, significant judgment and estimations	•	Tested key controls (both design and operating
	are required in assessing the range of possible outcomes for		effectiveness) over the estimate of provisions for various
	some of these matters. These judgments could change over time		taxes.
	as each of the matter progresses depending on experience on	•	We analysed the Company''s judgment regarding the
	actual assessment proceedings by tax and other authorities and		eventual resolution of matters with various tax authorities.
	other judicial precedents.		In this regard, we understood how the Company has
	The Company makes an assessment to determine the outcome		considered past experience, where available, with the
	of these tax positions and decides to make an accrual or		authorities in the respective jurisdictions.
	consider it to be a possible contingent liability. This affects the	•	We obtained representations from relevant consultants
	measurement and accuracy of provision for taxes.		and legal counsels. We also evaluated the objectivity,
	In view of the above-mentioned factors, we have determined this		competence, and relevant experience of those
	to be a key audit matter.		consultants / legal counsels.
			Involved specialists to evaluate estimates on the basis of the facts of each case, internal evaluations, legal precedence, assumptions made and external legal opinions.
		We	tested the relevant disclosures made in the Ind AS
		financial statements.

Sl. No.	The key audit matter	How the matter was addressed in our audit
4	Impairment assessment of property plant and equipment,	In view of the significance of the matter, following audit
	capital work in progress, right-of-use assets and intangible	procedures were applied in this area, amongst others to
	assets	obtain sufficient and appropriate audit evidence:
	The carrying amount of property, plant and equipment, capital	•	We evaluated the method and models used to determine
	work in progress, right of use assets and intangible assets,		whether the recoverable amounts were appropriate by
	amounted to '' 3,339.00 million at year-end, which is significant		comparing them with the requirements of Ind AS 36 -
	part of the total assets of the Company. The Company has		‘Impairment of Assets''.
	accumulated losses aggregating to '' 2,090.36 million including the net loss in recent most previous years. As a result, there is risk that carrying value of property, plant and equipment may be higher than their recoverable amount.		We assessed the valuation methodology and assumptions developed and applied by the valuation expert appointed by the management by assessing:
			- Key judgements and assumptions applied against
	Management carried out an impairment assessment to determine		industry norms and the asset type.
	whether the recoverable amounts of these assets are less than		- The evaluation of the expectation of future cash
	the respective carrying amounts using a discounted cash flow method.		flow projections
			- Agreed the base data of the valuation to underlying
	The evaluation of the recoverable amount of these assets requires the significant estimates in determining the key assumptions		support.
	supporting the expected future cash flows of the business, the		- Compared the discount rate and WACC used by
	utilisation of the relevant assets, the forecast revenue, profit,		the management to independent external sources,
	Weighted Average Cost of Capital (WACC) and discount rates.		where possible.
		•	We considered the revenue and margin growth rate
	Considering the above factors, we considered this area to be a		used by the management by comparing the rate with
	key audit matter.		the historical trend in revenue and margin within the Company and considering our own understanding about developments in the industry
			We compared the Company''s margin percentage to similar sized companies in the region and to historical trend in the industry
			We performed a sensitivity analysis to understand the effect of changes in key variables on the outcome of the model.
		We	considered the adequacy of the disclosures of the
		assumptions and judgements applied to determine whether
		they	were in accordance with Ind AS 36 ‘Impairment of
		Assets''.

Information Other than the Ind AS Financial Statements and Auditor’s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include the Ind AS financial statements and our auditor''s report thereon. The annual report is expected to be made available to us after the date of this auditor''s report.

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

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

Management’s Responsibility for the Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance, total 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS financial statements, the 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 the Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibilities for the Audit of the Ind AS Financial Statements

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

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

• Evaluate the overall presentation, structure and content of the Ind AS financial statements, including the disclosures, and whether the Ind AS 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 Ind AS financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

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

2. 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, except that the back-up of the books of account and other records and papers maintained in electronic mode has not been maintained on servers physically located in India, on a daily basis.

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

(d) In our opinion, the aforesaid 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 as on March 31,2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2023 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to

the explanations given to us, the remuneration paid/ provided by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements - refer note 33 to the Ind AS financial statements;

ii. The Company has made provision, as required under the applicable law or Indian Accounting Standards, for material foreseeable losses, if any, on long-term contracts - refer note 16(ii)(d) to the Ind AS financial statements. The Company did not have any material foreseeable losses on derivative contracts.

iii. There were no amounts which were 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 it''s knowledge and belief, as disclosed in the note 45(ii) to the Ind AS financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) . The Management has represented, that, to the

best of it''s knowledge and belief, as disclosed in the note 45(ii) to the Ind AS financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (a) and (b) of Rule 11(e) contain any material misstatement.

v. The Company has not declared or paid any dividend during the year.

vi. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended is applicable for the Company only w.e.f. 1 April 2023, therefore, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended, is not applicable.

For S.N. Dhawan & Co LLP

Chartered Accountants

Firm Registration No.: 000050N/N500045

Pankaj Walia

Partner

Membership No.: 509590

UDIN No.: 23509590BGWRYR8246

Place: Gurugram

Date: May 23, 2023

---

Mar 31, 2022

To the Members of Schneider Electric Infrastructure Limited Basis for Opinion

Report on the Audit of the Ind ASFinancial Statements

Opinion

We have audited the Ind AS financial statements of Schneider Electric Infrastructure Limited (“the Company”), which comprise the Balance Sheet as at March 31,2022, and the Statement of Profit and Loss (including other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flowsfor the year then ended, and notes to the Ind AS Financial Statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us,the aforesaid Ind AS financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and net profit and total comprehensive income, changes in equityand its cash flows for the year ended on that date.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of theInd AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“the ICAI”) together with the ethical requirements that are relevant to our audit of the Ind AS financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

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

Sl. No.	The key audit matter	How the matter was addressed in our audit
1	Revenue Recognition	In view of the significance of the matter, following audit procedures
	Revenue from contracts with customers is recognized	were applied in this area, amongst others to obtain sufficient and
	when control of the goods or services are transferred to	appropriate audit evidence:
	the customer at an amount that reflects the consideration	• We assessed the appropriateness of the revenue recognition
	to which the Company expects to be entitled in exchange	accounting policies and its compliance in terms of Ind AS 115
	for those goods or services.	‘Revenue from contracts with customers''.
	The Company has concluded that as principal, it typically	• We obtained an understanding of management''s internal
	controls the goods or services before transferring	controls over the revenue recognition process and evaluated
	them to the customers. There is an inherent risk and	the design and tested the operating effectiveness of key
	presumed fraud risk around the accuracy and existence	controls.
	of revenues recognised. Further, revenue is an important	• We carried out analytical procedures on revenue recognised
	element of how the Company measures its performance.	during the year to identify unusual variances and discussed
	The Company focuses on revenue as a key performance measure, which could create an incentive for revenue to	with designated management personnel.
	be recognized before the controls have been transferred.	• We performed substantive procedures by testing the underlying documents on samples selected based on a representative
	Accordingly, due to the significant risk associated with revenue recognition in accordance with terms of Ind	sampling of revenue transactions recorded during the year.
	AS 115 ‘Revenue from contracts with customers'', it has	• We performed cut-off testing on sales transactions made
	been determined a key audit matter in our audit of the	near the year-end on sample basis by obtaining supporting
	Ind AS financial statements.	documentation including customer confirmation of receipt of goods to establish that sales and corresponding trade
	In view of the above and given the Company and its stakeholders focus on revenue as a key performance	receivables are properly recorded in the correct period.
	indicator, we determined this to be a key audit matter.	We tested the relevant disclosures made in the Ind AS financial statements.

Sl. No.	The key audit matter	How the matter was addressed in our audit
2	Trade Receivables	In view of the significance of the matter, following audit procedures
	Trade receivables, including retention money with	were applied in this area, amongst others to obtain sufficient and
	customers, amounted to '' 4,435.47 million at year-	appropriate audit evidence:
	end, which is significant part of the total assets of the	• Obtained an understanding of the processes implemented to
	Company. Impairment loss on trade receivables is	estimate impairment provision against trade receivables.
	recognized in accordance with accounting policies	• Tested key controls (both design and operating effectiveness)
	as detailed in “significant accounting policies” in the financial statements.	over estimation of impairment loss. • In respect of significant provisions made for specific trade
	The Company is required to assess the recoverability	receivables, we obtained and evaluated specific assessment
	of its trade receivables on a regular basis. It makes an	from the Company and examined related available information
	impairment allowance for specific customers on case-to-	such as correspondences with customers and publicly
	case analysis. It further makes an estimate of impairment allowance for balance receivables on the basis of lifetime	available information.
	expected credit loss method based on provision matrix	• Evaluated the “expected credit loss” model adopted to estimate
	in accordance with Ind AS 109, Financial Instruments.	the impairment allowance and tested the related assumptions
	The Company further considers impact of external	and computations.
	environment, such as possible effect from the COVID-19	• Obtained and tested the base data used in the above-
	pandemic.	mentioned model such as trade receivables ageing, historical
	In assessing the recoverability of trade receivables,	billing and collection data.
	management also exercised significant judgements to	• Evaluated the various assumptions and judgements applied
	evaluate the collectability from individual customers after	such as discount rate, period of delays of receipts from
	considering their creditworthiness, whether they have financial difficulties, experience of default or delinquency in payments and ageing analysis. The judgements	customers, etc. • Circulated the balance confirmation letter to the customers and analysed the responses in balance confirmation letter obtained
	applied by management have a significant impact on the	from the customers.
	level of provision required for trade receivables. In view of above, we determined this area to an area of	We tested the relevant disclosures made in the Ind AS financial statements.
	audit focus, and accordingly, a key audit matter.
3	Tax Litigations	In view of the significance of the matter, following audit procedures
	The Company''s operations are subject to complexities	were applied in this area, amongst others to obtain sufficient and
	arising from applicability of various laws and regulations	appropriate audit evidence:
	with respect to positions on matters relating to income	• We obtained an understanding of the process of identification
	tax, sales tax, goods and services tax, service tax,	of tax litigations, related contingent liabilities and the key
	excise, customs etc. (either past or present). Provision	uncertain tax positions.
	for taxes is recognized or contingent liabilities are	• Obtained the list of ongoing litigations of the Company and
	disclosed in accordance with accounting policies	discussed the same with the management to understand the
	as detailed in “significant accounting policies” in the financial statements.	details of the underlying matters. • Tested key controls (both design and operating effectiveness)
	Due to complexity of cases, significant amount involved and timescales for resolution, significant judgment	over the estimate of provisions for various taxes.
	and estimations are required in assessing the range	• We analysed the Company''s judgment regarding the eventual
	of possible outcomes for some of these matters. These	resolution of matters with various tax authorities. In this
	judgments could change over time as each of the	regard, we understood how the Company has considered
	matter progresses depending on experience on actual	past experience, where available, with the authorities in the
	assessment proceedings by tax and other authorities	respective jurisdictions.
	and other judicial precedents.	• We obtained representations from relevant consultants and
	The Company makes an assessment to determine the	legal counsels. We also evaluated the objectivity, competence,
	outcome of these tax positions and decides to make	and relevant experience of those consultants / legal counsels.
	an accrual or consider it to be a possible contingent	• Involved specialists to evaluate estimates on the basis of the
	liability. This affects the measurement and accuracy of	facts of each case, internal evaluations, legal precedence,
	provision for taxes.	assumptions made and external legal opinions.
	In view of the above-mentioned factors, we have	We tested the relevant disclosures made in the Ind AS financial
	determined this to be a key audit matter.	statements.

Sl. No.	The key audit matter	How the matter was addressed in our audit
4	Impairment assessment of property plant and	In view of the significance of the matter, following audit procedures
	equipment, capital work in progress, right-of-use assets	were applied in this area, amongst others to obtain sufficient and
	and intangible assets	appropriate audit evidence:
	The carrying amount of property, plant and equipment,	• We evaluated the method and models used to determine whether
	capital work in progress, right of use assets and	the recoverable amounts were appropriate by comparing them
	intangible assets, amounted to '' 3,132.75 million at	with the requirements of Ind AS 36 - ‘Impairment of Assets''.
	year-end, which is significant part of the total assets of	• We assessed the valuation methodology and assumptions
	the Company. The Company has accumulated losses	developed and applied by the management by involving our
	aggregating to '' 3,239.93 million including the net loss in recent most previous years. As a result, there is risk	internal valuation expert in our assessment of:
	that carrying value of property, plant and equipment	- Key judgements and assumptions applied against
	may be higher than their recoverable amount.	industry norms and the asset type.
	Management carried out an impairment assessment to	- The evaluation of the expectation of future cash flow
	determine whether the recoverable amounts of these	projections
	assets are less than the respective carrying amounts	- Agreed the base data of the valuation to underlying
	using a discounted cash flow method.	support.
	The evaluation of the recoverable amount of these assets	- Compared the discount rate and WACC used by the
	requires the significant estimates in determining the key	management to independent external sources, where
	assumptions supporting the expected future cash flows of the business, the utilisation of the relevant assets, the forecast revenue, profit, Weighted Average Cost of	possible. • We considered the revenue and margin growth rate used by
	Capital (WACC) and discount rates.	the management by comparing the rate with the historical trend
		in revenue and margin within the Company and considering our
	Considering the above factors, we considered this area to be a key audit matter.	own understanding about developments in the industry. • We compared the Company''s margin percentage to similar sized companies in the region and to historical trend in the industry. • We performed a sensitivity analysis to understand the effect of changes in key variables on the outcome of the model. We considered the adequacy of the disclosures of the assumptions and judgements applied to determine whether they were in accordance with Ind AS 36 ‘Impairment of Assets''.

Information Other than theInd AS Financial Statements and Auditor’s Report Thereon

Management’s Responsibility for the Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equityand 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 theInd AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing theInd AS financial statements, the Management is responsible for assessing the Company''s ability to continue as a

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the Ind AS financial statements and our auditor''s report thereon, which we obtained prior to the date of this auditor''s report.

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

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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.

going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

Auditor’s Responsibilities for the Audit of the Ind ASFinancial Statements

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the “AnnexureA” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we 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 Statement of Changes in Equity and the Statement of Cash Flowsdealt with by this Report are in agreement with the books of account.

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

(e) On the basis of the written representations received from the directors as on March 31,2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2022 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(g) With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of Section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/ provided by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.

(b) . The Management has represented, that,

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

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind AS financial statements - refer note 33 to the Ind AS financial statements;

ii. The Company has made provision, as required under the applicable law or Indian Accounting Standards, for material foreseeable losses, if any, on long-term contracts- refer note 16(ii)(d) to the Ind AS financial statements.The Company did not have any material foreseeable losses on derivative contracts.

iii. There were no amounts which were 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 it''s knowledge and belief, as disclosed in the note 45(ii) to the Ind AS financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

to the best of it''s knowledge and belief, as disclosed in the note 45(ii) to the Ind AS financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (a) and (b) of Rule 11(e) contain any material misstatement.

v. The Company has not declared or paid anydividend

during the year.

For S.N. Dhawan & Co LLP

Chartered Accountants

Firm Registration No.: 000050N/N500045

Pankaj Walia

Partner

Membership No.: 509590

UDIN No.: 22509590AJJYHX3641

Place: Gurugram

Date: May 21, 2022

---

Mar 31, 2018

Independent Auditor''s Report

To the Members of Schneider Electric Infrastructure Limited Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of Schneider Electric Infrastructure Limited ("the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the 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 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 accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act., read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. 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 the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the 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 Ind AS financial statements based on 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 thereunder We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as 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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.

The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the 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 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 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 Ind AS financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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, 2018, its loss including other 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 the Companies (Auditor''s report) Order, 2016 ("the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order

2. 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 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 it appears from our examination of those books;

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

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

(e) On the basis of written representations received from the directors as on March 31, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 with reference to these Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure 2” to this report;

(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, 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 Ind AS financial statements -Refer Note 33 to the Ind AS 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 - Refer Note 15 to the Ind AS financial statements;

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

Annexure 1 referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even date

Re: Schneider Electric Infrastructure Limited (“the Company”)

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in property, plant and equipment are held in the name of the Company

(ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such physical verification. Inventories lying with third parties have been confirmed by them and no material discrepancies were noticed in respect of such confirmations.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture of power transformers, switchgears and other related products, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, goods and service tax ,cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees'' state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, goods and service tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of sales-tax, service tax, duty of custom, duty of excise, value added tax, income tax and cess on account of any dispute, are as follows:

S. No.	Name of Statute		Nature of Dues	Amount (Rupees Millions)	Amount Deposited (Rupees Millions)	Period to which the amount relates	Forum where dispute is pending
1	Central Excise Act,	1944	Demand of duty for Exemption under notification 108/95	10.29	-	2001-02	Tribunal Delhi
2	Central Excise Act,	1944	Under valuation of VIT tubes	5.21	2.00	1994-95	CESTAT -Chennai
3	Central Excise Act,	1944	Non-inclusion of 15% Profit Margin in Transfer Pricing	5.13	-	1993-94 and 1994-95	Kolkata High Court
4	Central Excise Act,	1944	Rejection of refund claim towards CENVAT reversals as insisted during Excise audit	4.44*	-	2012-13	CESTAT -Chennai

S. No.	Name of Statute	Nature of Dues	Amount (Rupees Millions)	Amount Deposited (Rupees Millions)	Period to which the amount relates	Forum where dispute is pending
5	Central Excise Act, 1944	Wrongly a ailment and distribution of ISD Credit	15.07	-	2011-13	CESTAT -Ahmedabad
6	Central Excise Act, 1944	Refund of excise duty denied for
		cases where proof of Export	3.07	-	2012-13	Tribunal Gujarat
		submitted after payment of Excise
		Duty after 180 days of export
7	Central Excise Act, 1944	Actively consumed goods cleared by availing exemption under notification 6/2006	0.11*	-	2008-09 & 2010-11	CESTAT -Chennai
8	Central Excise Act, 1944	Disallowance of CENVAT Credit, duty on captive consumption and clearance of goods under Notification 6 of 2006.	0.60*		2009-10	CESTAT -Chennai
9	Central Excise Act, 1944	Short payment of Duty	1.35	-	2007-08	Commissioner (Appeals) LTU
10	Central Excise Act, 1944	Demand of duty for Exemption u/n 108/95	0.47*	-	2003-04	Commissioner (Adj.) New Delhi
11	Central Excise Act, 1944	CENVAT Credit availed on SAP maintenance charges	0.21*	-	2008-09	High Court -Chennai
12	Central Excise Act, 1944	Levy of penalty	0.02	-	2011-12	CESTAT - Chennai
13	Central Excise Act, 1944	Seizure of spares while being transported to Railway Station alleging transportation without Invoice.	0.01		1996-97	Commissioner (Appeals) Allahabad
14	Finance Act, 1994	Service Tax on testing and technical Analysis Service	0.45	-	Dec-11 to Sep-12	Commissioner Appeals
15	Central Sales Tax Act, 1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	139.84*	26.28	2010-11 & 2011-12	Joint Commissioner (Corporate Circle)
16	Central Sales Tax Act, 1956	Non submission of declaration Forms , Input tax claim disallowed	168.38	-	2007-08	Revision Board at Beliaghata
17	Central Sales Tax Act, 1956	Non submission of Form C/I/E-1 and export documents	56.64*	44.30	2009-10	Joint Commissioner (Allahabad)
18	Central Sales Tax Act, 1956	Non collection of declaration forms	22.52*	37.97	2007-08	Joint Commissioner, Allahabad
19	Central Sales Tax Act, 1956	Non collection of declaration forms & CST treated as local VAT Sale	27.99*	14.59	2010-11	Additional Commissioner Appeals
20	Central Sales Tax Act, 1956	Non submission of form C/I/E-1 and export documents	50.28*	48.56	2008-09	Joint Commissioner (Allahabad)
21	Central Sales Tax Act, 1956	Non Submission of C Forms	44.87*	9.47	2009-10	Tribunal Ahemdabad
22	Central Sales Tax Act, 1956	Non submission of declaration forms	14.96*	20.65	2010-11 & 2011-12	Tribunal

S. No.	Name of Statute	Nature of Dues	Amount (Rupees Millions)	Amount Deposited (Rupees Millions)	Period to which the amount relates	Forum where dispute is pending
23	Central Sales Tax Act, 1956	Non collection of declaration forms	28.05*	21.19	2006-07	Deputy Commissioner, Allahabad
24	Central Sales Tax Act, 1956	Non collection of declaration forms	1.57*	0.76	1993-94, 1997-1998, 2003-04, 2004-05 & 2005-06	Assessing Officer, Charge Office, West Bengal
25	Central Sales Tax Act, 1956	Non submission of declaration forms	11.9*	14.87	2008-09 & 2009-10	Deputy Commissioner, Allahabad
26	Central Sales Tax Act, 1956	Non collection of declaration forms	17.21*	-	2005-06, 2006-07 & 2007-08	Deputy Commissioner, U.P Sales Tax
27	Central Sales Tax Act, 1956	Input tax claim disallowed, non-submission of declaration forms	9.30*		2009-10	West Bengal Commercial Taxes Appellate & Revisional Board
28	Gujarat Value Added Tax, 2003	Non collection of declaration form	16.56*	3.35	2007-08 & 2008-09	Joint Commissioner (Corporate)
29	Central Sales Tax Act, 1956	Non collection of declaration forms	6.36*	-	2002-03	Calcutta High Court
30	Uttar Pradesh Trade Tax Act, 1948	Ex Parte Assessment Order Passed. Records not submitted at the Time of Assessment.	5.50*	4.61	2005-06	Deputy Commissioner, U.P Sales Tax
31	Central Sales Tax Act, 1956	Non collection of declaration forms	3.91*	-	2001-02, 2002-03 & 2011-12	Deputy Commissioner
32	Central Sales Tax Act, 1956	Disallowance of stock transfers made within the state, Denial of input tax credit, Difference in interpretation of rates and Non submission of documents to substantiate the purchases	3.58*	3.58	2008-09	Joint Commissioner (Allahabad)
33	West Bengal Sales Tax Act, 1994	Non collection of declaration forms	3.20	-	1997-98	West Bengal Tribunal
34	Delhi Value Added Tax Act, 2004	Non submission of Statutory Form such as C/H/F/E-1 and export documents	1.83	-	2007-08	Commercial Tax Officer
35	Central Sales Tax Act, 1956	Non submission of declaration forms, Input tax claim disallowed	1*	0.40	2006-07	Assessing Officer, Charge Office, West Bengal
36	Central Sales Tax Act, 1956	Non collection of declaration form CST ,Documents like PO, Endorsed ARE 1,E1 Forms	0.54*	-	2009-10	Deputy Commissioner, Comm Tax
37	Uttar Pradesh Trade Tax Act, 1948	Levy of purchase Tax due to Unregistered purchases made	0.33*	-	2006-07	Deputy Commissioner Sales Tax Noida

S. No.	Name of Statute	Nature of Dues	Amount (Rupees Millions)	Amount Deposited (Rupees Millions)	Period to which the amount relates	Forum where dispute is pending
38	Tamil Nadu General Sales Tax Act, 1959	Levy of penalty for wrong disclosure of turnover and Non furnishing of required documents for export & other claims	0.29*	-	1991-92	Sales Tax Appellate Tribunal, Chennai
39	Central Sales Tax Act, 1956	Non collection of declaration forms	0.26*	-	2008-09	Deputy Commissioner, Jaipur
40	Madhya Pradesh Value Added Tax Act, 2002	Non collection of declaration form CST treated as local VAT Sale	0.18*	0.06	2010-11	Deputy Commissioner Appeal
41	Rajasthan Value Added Tax Act, 2003	Input tax claim disallowed	0.08*	-	2008-09	Deputy Commissioner, Jaipur
42	Madhya Pradesh Value Added Tax Act, 2002	Entry Tax On High Sea Sales Imported Material	0.07*	0.02	2010-11	Deputy Commissioner Appeals
43	Central Sales Tax Act, 1956	Provisional Assessment	4.54	0.91	2014-15	Additional Commissioner Appeals
44	Gujarat Value Added Tax, 2003	Input tax claim disallowed, non-submission of declaration forms	146.50*	28.27	2011-12	Joint Commissioner Appeals
45	Central Sales Tax Act, 1956	Non collection of declaration forms	17.35	8.41	2011-12, 2013-14	Deputy/Additional Commissioner Appeal
46	Central Sales Tax Act, 1956	Non collection of declaration forms	1.94	8.79	2013-14	Deputy Commissioner
47	Central Sales Tax Act, 1956	Non collection of declaration forms	16.87	2.53	2012-13	Joint Commissioner Appeals
48	Central Sales Tax Act, 1956	Non collection of declaration forms	7.67*	3.56	2008-09, 2011-12	Deputy Commissioner Appeals
49	Central Sales Tax Act, 1956	Non collection of declaration forms	11.09*	-	2009-10	Deputy Commissioner Appeal
50	Central Sales Tax Act, 1956	Non collection of declaration forms	12.10*	2.42	2011-12	Joint Commissioner Appeals
51	Central Sales Tax Act, 1956	Non collection of declaration forms	1.77*	-	2009-10	Deputy Commissioner Appeals
52	Central Sales Tax Act, 1956	Non collection of declaration forms	0.42*	0.14	2010-11	Deputy Commissioner Appeals
53	Central Sales Tax Act, 1956	Non collection of declaration forms	6.82*	1.82	2010-11	Deputy Commissioner Appeals

S. No.	Name of Statute		Nature of Dues	Amount (Rupees Millions)	Amount Deposited (Rupees Millions)	Period to which the amount relates	Forum where dispute is pending
54	Central Sales Tax Act,	1956	Non collection of declaration forms	2.80	-	1997-98	Tribunal
55	Central Sales Tax Act,	1956	Non collection of declaration forms	16.79	-	1993-94	Revision Board at Beliaghata
56	Finance Act, 1994		Non-payment of service tax on provision created in books /short payment of service tax on royalty and technical knowhow payments made under intellectual property right services.	10.12*		2010-11	CESTAT -Chennai
57	Finance Act, 1994		Irregular a ailment of CENVAT Credit of Service Tax	4.98*	-	2012-13	CESTAT -Chennai
58	Finance Act, 1994		Disallowance of CENVAT credit availed on certain input services	0.79*	-	2012-13	CESTAT -Chennai
59	Finance Act, 1994		Non-payment of service tax on provision created in books /short payment of service tax on royalty and technical knowhow payments made under intellectual property right services	0.65*		2011-12	CESTAT -Chennai
60	Finance Act, 1994		Non-payment of Service Tax on Manpower supply services	0.62*	-	2012-13	CESTAT -Chennai
61	Finance Act, 1994		Rejection of refund claim of interest paid for CENVAT credit wrongly availed but not utilised	0.13*	-	2012-13	CESTAT -Chennai
62	Finance Act, 1994		Short payment of service tax on GTA	0.08*	-	2009-10	High Court-Chennai
63	The Custom Act, 1962		Refund of drawback for non-realisation of export proceeds	5.59	-	2012-13	Commissioner of Customs (Appeals)
64	Central Sales Tax Act,	1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	4.40		2012-13	Deputy Commissioner, Noida-I, Uttar Pradesh
65	Central Sales Tax Act,	1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	47.36	5.72	2012-2013	Joint commissioner of Commercial Tax (Appeals), Vadodara
66	Central Sales Tax Act,	1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	28.57	5.71	2011-12	Deputy Commissioner, Vadodara
67	Central Sales Tax Act,	1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	20.52	2.07	2013-14	Deputy Commissioner Appeal
68	Central Sales Tax Act,	1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	3.70	9.75	2014-15	Appellate Deputy Commissioner Of Commercial Taxes, Chennai (South)

S. No.	Name of Statute	Nature of Dues	Amount (Rupees Millions)	Amount Deposited (Rupees Millions)	Period to which the amount relates	Forum where dispute is pending
69	Central Sales Tax Act, 1956	Non-submission of waybill Form 402	6.41	2.10	2016-2017	Deputy Commissioner, Commercial Taxes, Gujarat
70	Central Sales Tax Act, 1956	ITC disallowance	4.72		2012-2013	Joint commissioner of Commercial Tax (Appeals), Vadodara
71	Central Sales Tax Act, 1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	3.77		2013-14	Assistant Commissioner of Commercial Tax, Rajasthan
72	Central Sales Tax Act, 1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	0.75	1.81	2012-13	Appellate Deputy Commissioner Of Commercial Taxes, Chennai (South]
73	Central Sales Tax Act, 1956	Non submission of Statutory Form such as C	0.36		2014-15	Assistant Commissioner of Commercial Tax, Rajasthan
74	Central Sales Tax Act, 1956	Regular VAT assessment	0.24		2013-14	Assistant Commissioner of Commercial Tax, Rajasthan
75	Central Excise Act, 1944	Irregular a ailment of Cenvat Credit on certain Ineligible service alleged	0.46*	-	2010-2011	CESTAT -CHENNAI
76	Central Excise Act, 1944	Excise duty on Exports	2.51	0.19	2012-2013	Commissioner Appeal
77	Central Excise Act, 1944	Duty on removal of Inputs ''''as such"	2.37		2011-2016	Additional Commissioner, Sec-62, Noida
78	Central Excise Act, 1944	Excise duty on Freight charges recovered from customer to be included in Assessable value	11.65	0.87	2011-2016	Additional Commissioner, Vadodara-II
79	Income Tax Act,1961	Disallowance on account of bad debts written off and various other disallowances	90.00	27.20	AY 2012-13	Commissioner of Income Tax (Appeals)
80	Income Tax Act,1961	Disallowance on account of bad debts written off and various other disallowances	104.31	33.75	AY 2013-14	Commissioner of Income Tax (Appeals)
81	Central Sales Tax Act, 1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	32.89	3.29	2013-2014	Additional Commissioner (Appeals), Noida
82	Central Sales Tax Act, 1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	200.86	7.65	2014-2015	Joint Commissioner, Sales Tax, West Bengal
83	Central Sales Tax Act, 1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	65.23	7.29	2013-2014	Deputy Commissioner, Commercial Taxes, Gujarat

S. No.	Name of Statute	Nature of Dues	Amount (Rupees Millions)	Amount Deposited (Rupees Millions)	Period to which the amount relates	Forum where dispute is pending
84	Central Sales Tax Act, 1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	20.90	-	2014-2015	Joint Commissioner, Sales Tax, Noida
85	Central Sales Tax Act, 1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	8.50	-	2014-2015	Joint Commissioner, Sales Tax, Delhi
86	Central Excise Act, 1944	Denial of excise exemption on account of mismatch of signature on exemption certificate	0.90	0.07	2013-2014	CGST & CEAC, WB
87	Finance Act, 1994	Non-Payment of Service Tax on Research & Development and Rule 2(I) Of CCR 2004	3.86	0.29	2012-2013	Commissioner (Appeals) Lucknow
88	Central Excise Act, 1944	Service tax on royalty made at the time of 0.31 payment and not at the time of provisioning		-	2011-2012	Joint Commissioner, West Bengal

* Represents Company''s share of Rs.673.83 Million of dues pending in forums Jointly with ALSTOM T&D India Limited

(Refer Note 33 of the accompanying Ind AS financial statements)

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to any bank. Further, the company did not have any outstanding debentures and did not have any outstanding loans or borrowings dues in respect of a financial institution or to Government.

(ix) According to the information and explanations given by the management, the Company has not raised any money way of initial public offer / further public offer / debt instruments and term loans hence, reporting under clause (ix) is not applicable to the Company and hence not commented upon.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit and hence, reporting requirements under clause 3(xiv) are not applicable to the company and, not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Schneider Electric Infrastructure Limited ("the Company”) as of March 31, 2018, in conjunction with our audit of the Ind AS financial statements of the Company 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 with reference to these Ind AS financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting with reference to these Ind AS financial statements 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 with reference to these Ind AS financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these Ind AS financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, 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 qualified audit opinion on the internal financial controls over financial reporting with reference to these Ind AS financial statements.

Meaning of Internal Financial Controls Over Financial Reporting with reference to these Ind AS Financial Statements

A company''s internal financial control over financial reporting with reference to these Ind AS financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting with reference to these Ind AS financial statements 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised 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 with reference to these Ind AS Financial Statements

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

Qualified Opinion

According to the information and explanations given to us and based on our audit, the following material weakness has been identified in the operating effectiveness of the Company''s internal financial controls over financial reporting with reference to these Ind AS financial statements as at March 31, 2018:

The Company''s internal control system for procurement to payment function was not operating effectively, since there were material weaknesses in approval of purchase orders. This could potentially result in material misstatement in Trade Payables.

A ''material weakness'' is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company''s annual or interim financial statements will not be prevented or detected on a timely basis.

In our opinion, the Company has, in all material respects, maintained adequate internal financial controls over financial reporting with reference to these Ind AS financial statements as of March 31, 2018, 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, and except for the possible effects of the material weakness described above on the achievement of the objectives of the control criteria, the Company''s internal financial controls over financial reporting with reference to these Ind AS financial statements were operating effectively as of March 31, 2018.

Explanatory paragraph

We also have audited, in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act, the Ind AS financial statements of Schneider Electric Infrastructure Limited, which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the March 31, 2018 Ind AS financial statements of Schneider Electric Infrastructure Limited and this report does not affect our report dated May 19, 2018, which expressed an unqualified opinion on those Ind AS financial statements.

For S.R. Batliboi & CO. LLP

Chartered Accountants ICA

Firm Registration Number: 301003E/E300005

Per Vishal Sharma

Place: Gurugram Partner

Date: May 19, 2018 Membership Number: 096766

---

Mar 31, 2017

Report on the Financial Statements

We have audited the accompanying financial statements of SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED(“the Company”), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility 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 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 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, 2014and the Companies (Accounting Standards) Amendment Rules, 2016. 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 the design, implementation and maintenance of adequate internal financial control 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

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on 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 thereunder. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as 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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. 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. 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 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 financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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, its loss, and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order 2016(“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order

2. 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 purpose of our audit;

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

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

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014and the Companies (Accounting Standards) Amendment Rules, 2016;

(e) On the basis of written representations received from the directors as on March 31, 2017, 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 2 to this report;

(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, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 31 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 - Refer Note 6 to the financial statements;

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

iv. As per books of accounts of the Company and as represented by the management of the Company the Company did not have cash balance as on November 8, 2016 and December 30, 2016 and has no cash dealings during this period.

Annexure 1 referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even date

Re: SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED (“the Company”)

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the Company

(ii) The inventory has been physically verified by the management during the year In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.

(v) The Company has not accepted any deposits from the public.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture of power transformers, switchgears and other related products, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, service tax, sales-tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of sales-tax, service tax, duty of custom, duty of excise, value added tax, income tax and cess on account of any dispute, are as follows:

S. No.	Name of Statute	Nature of Dues	Amount (Rupees Millions)	Amount Deposited (Rupees Millions)	Period to which the amount relates	Forum where dispute is pending
1	Central Excise Act, 1944	Wrong availment of CENVAT on Inter Unit transfer	361.59	-	2007-08	CESTAT -Chennai
2	Central Excise Act, 1944	Demand of duty for Exemption under notification 108/95	10.29	-	2001-02	Tribunal Delhi
3	Central Excise Act, 1944	Under valuation of VIT tubes CAS 4 not considered by department for earlier period	5.21	2.00	1994-95	CESTAT - Chennai
4	Central Excise Act, 1944	Non-inclusion of 15% Profit Margin in Transfer Pricing	5.13	-	1993-94 and 1994-95	Kolkata High Court

5	Central Excise Act, 1944	Rejection of refund claim towards CENVAT reversals as insisted during Excise audit	4.44*		2012-13	CESTAT - Chennai
6	Central Excise Act, 1944	Wrongly availment and distribution of ISD Credit	15.07	-	2011-13	CESTAT -Ahmedabad
7	Central Excise Act, 1944	Refund of excise duty denied for cases where proof of Export submitted after payment of Excise Duty after 180 days of export	3.07	-	2012-13	Tribunal Gujarat
8	Central Excise Act, 1944	Captively consumed goods cleared by availing exemption under notification 6/2006	2.26*	-	2008-09 & 2010-11	CESTAT -Chennai
9	Central Excise Act, 1944	Disallowance of CENVAT Credit, duty on captive consumption and clearance of goods under Notification 6 of 2006.	1.11*		2009-10	CESTAT -Chennai
10	Central Excise Act, 1944	Short payment of Duty	1.35	-	2007-08	Commissioner (Appeals) LTU
11	Central Excise Act, 1944	Demand of duty for Exemption u/n 108/95	0.47*	-	2003-04	Commissioner (Adj.) New Delhi
12	Central Excise Act, 1944	CENVAT Credit availed on SAP maintenance charges	0.21*	-	2008-09	High Court -Chennai
13	Central Excise Act, 1944	Levy of penalty	0.02	-	2011-12	CESTAT - Chennai
14	Central Excise Act, 1944	Seizure of spares while being transported to Railway Station alleging transportation without Invoice.	0.01		1996-97	Commissioner (Appeals) Allahabad
15	Finance Act, 1994	Service Tax on testing and technical Analysis Service	0.45	-	Dec-11 to Sep-12	Commissioner Appeals
16	Finance Act, 1994	Wrongly availment and utilized Cenvat Credit. Address on Invoices	0.54	0.08	2013-14	Commissioner Appeals
17	Central Sales Tax Act, 1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	151.40*	26.28	2010-11 & 2011-12	Joint Commissioner (Corporate Circle)
18	Central Sales Tax Act, 1956	Non submission of declaration Forms , Input tax claim disallowed	168.38	-	2007-08	Revision Board at Beliaghata
19	Central Sales Tax Act, 1956	Non submission of Form C/I/E-1 and export documents	59.26*	44.30	2009-10	Joint Commissioner (Allahabad)
20	Central Sales Tax Act, 1956	Non collection of declaration forms	22.52*	37.97	2007-08	Joint Commissioner Allahabad
21	Central Sales Tax Act, 1956	Non collection of declaration forms & CST treated as local VAT Sale	72.96*	14.59	2010-11	Additional Commissioner Appeals
22	Central Sales Tax Act, 1956	Non submission of form C/I/E-1 and export documents	56.23*	48.56	2008-09	Joint Commissioner (Allahabad)

23	Central Sales Tax Act, 1956	Non Submission of C Forms	44.87*	9.47	2009-10	Tribunal Ahemdabad
24	Central Sales Tax Act, 1956	Non submission of Declaration forms	20.65*	20.65	2010-11 & 2011-12	Tribunal
25	Central Sales Tax Act, 1956	Non collection of declaration forms	28.05*	21.19	2006-07	Deputy Commissioner Allahabad
26	Central Sales Tax Act, 1956	Non collection of declaration forms	1.57*	0.76	1993-94, 1997-1998, 2003-04, 2004-05 & 2005-06	Assessing Officer Charge Office, West Bengal
27	Central Sales Tax Act, 1956	Non submission of Declaration forms	14.87*	14.87	2008-09 & 2009-10	Revision Board
28	Central Sales Tax Act, 1956	Non collection of declaration forms	17.21*	-	2005-06, 2006-07 & 2007-08	Deputy Commissioner U.P Sales Tax
29	Central Sales Tax Act, 1956	Input tax claim disallowed, non-submission of declaration forms	9.30*		2009-10	West Bengal Commercial Taxes Appellate & Revisional Board
30	Gujarat Value Added Tax, 2003	Non collection of declaration form	16.56*	3.35	2007-08 & 2008-09	Deputy Commissioner Appeal
31	Central Sales Tax Act, 1956	Non collection of declaration forms	6.36*	-	2002-03	Calcutta High Court
32	Uttar Pradesh Trade Tax Act, 1948	Ex Parte Assessment Order Passed. Records not submitted at the Time of Assessment.	5.50*	4.61	2005-06	Deputy Commissioner U.P Sales Tax
33	Central Sales Tax Act, 1956	Non collection of declaration forms	3.91*		2001-02, 2002-03 & 2011-12	Deputy Commissioner
34	Central Sales Tax Act, 1956	Disallowance of stock transfers made within the state, Denial of input tax credit, Difference in interpretation of rates and Non submission of documents to substantiate the purchases	3.58*	3.58	2008-09	Joint Commissioner (Allahabad)
35	West Bengal Sales Tax Act, 1994	Non collection of declaration forms	3.20	-	1997-98	West Bengal Tribunal
36	Delhi Value Added Tax Act, 2004	Non submission of Statutory Form such as C/H/F/E-1 and export documents	1.83	-	2007-08	Commercial Tax Officer
37	Central Sales Tax Act, 1956	Non submission of declaration forms, Input tax claim disallowed	1*	0.40	2006-07	Assessing Officer Charge Office, West Bengal
38	Central Sales Tax Act, 1956	Non collection of declaration form CST ,Documents like PO, Endorsed ARE 1,E1 Forms	0.54*	-	2009-10	Deputy Commissioner Comm Tax

39	Uttar Pradesh Trade Tax Act, 1948	Levy of purchase Tax due to Unregistered purchases made	0.33*	-	2006-07	Deputy Commissioner Sales Tax Noida
40	Tamil Nadu General Sales Tax Act, 1959	Levy of penalty for wrong disclosure of turnover and Non furnishing of required documents for export & other claims	0.29*		1991-92	Sales Tax Appellate Tribunal, Chennai
41	Central Sales Tax Act, 1956	Non collection of declaration forms	0.26*		2008-09	Deputy Commissioner, Jaipur
42	Madhya Pradesh Value Added Tax Act, 2002	Non collection of declaration form CST treated as local VAT Sale	0.18*	0.06	2010-11	Deputy Commissioner Appeal
43	Rajasthan Value Added Tax Act, 2003	Input tax claim disallowed	0.08*	-	2008-09	Deputy Commissioner Jaipur
44	Madhya Pradesh Value Added Tax Act, 2002	Entry Tax On High Sea Sales Imported Material	0.07*	0.02	2010-11	Deputy Commissioner Appeals
45	Central Sales Tax Act, 1956	Provisional Assessment	4.54	0.91	2014-15	Additional Commissioner Appeals
46	Gujarat Value Added Tax, 2003	Input tax claim disallowed, non-submission of declaration forms	146.50*	28.27	2011-12	Joint Commissioner Appeals
47	Central Sales Tax Act, 1956	Non collection of declaration forms	39.39	8.41	2011-12, 2013-14	Additional Commissioner Appeal
48	Central Sales Tax Act, 1956	Non collection of declaration forms	17.04	8.79	2013-14	Deputy Commissioner
49	Central Sales Tax Act, 1956	Non collection of declaration forms	16.87	2.53	2012-13	Joint Commissioner Appeals
50	Central Sales Tax Act, 1956	Non collection of declaration forms	7.67*	3.56	2008-09, 2011-12	Deputy Commissioner Appeals
51	Central Sales Tax Act, 1956	Non collection of declaration forms	11.09*	-	2009-10	Deputy Commissioner Appeal
52	Central Sales Tax Act, 1956	Non collection of declaration forms	12.10*	2.42	2011-12	Joint Commissioner Appeals
53	Central Sales Tax Act, 1956	Non collection of declaration forms	1.77*	-	2009-10	Deputy Commissioner Appeals
54	Central Sales Tax Act, 1956	Non collection of declaration forms	0.42*	0.14	2010-11	Deputy Commissioner Appeals

55	Central Sales Tax Act, 1956	Non collection of declaration forms	6.82*	1.82	2010-11	Deputy Commissioner Appeals
56	Central Sales Tax Act, 1956	Non collection of declaration forms	2.80	-	1997-98	Tribunal
57	Central Sales Tax Act, 1956	Non collection of declaration forms	16.79	-	1993-94	Revision Board at Beliaghata
58	Finance Act, 1994	Non-payment of Service Tax on amount paid for the use of Trade Mark	35.84*	35.84	2010-11 & 2011-12	CESTAT -Chennai
59	Finance Act, 1994	Non-payment of service tax on provision created in books /short payment of service tax on royalty and technical knowhow payments made under intellectual property right services.	10.12*		2010-11	CESTAT -Chennai
60	Finance Act, 1994	Irregular availment of CENVAT Credit of Service Tax	4.98*	-	2012-13	CESTAT -Chennai
61	Finance Act, 1994	Disallowance of CENVAT credit availed on certain input services	0.79*	-	2012-13	CESTAT -Chennai
62	Finance Act, 1994	Non-payment of service tax on provision created in books /short payment of service tax on royalty and technical knowhow payments made under intellectual property right services	0.65*		2011-12	CESTAT -Chennai
63	Finance Act, 1994	Non-payment of Service Tax on Manpower supply services	0.62*	-	2012-13	CESTAT -Chennai
64	Finance Act, 1994	Rejection of refund claim of interest paid for CENVAT credit wrongly availed but not utilised	0.13*	-	2012-13	CESTAT - Chennai
65	Finance Act, 1994	Short payment of service tax on GTA	0.08*	-	2009-10	High Court-Chennai
66	The Custom Act, 1962	Refund of drawback for non-realisation of export proceeds	5.59	-	2012-13	Commissioner of Customs (Appeals)
67	Central Sales Tax Act, 1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	63.72		2012-13	Deputy Commissioner Noida-I, Uttar Pradesh
68	Central Sales Tax Act, 1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	47.36		2012-2013		Joint commissioner of Commercial Tax (Appeals), Vadodara
69	Central Sales Tax Act, 1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	28.57	5.71	2011-12	Deputy Commissioner Vadodara
70	Central Sales Tax Act, 1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	20.75	2.07	2013-14	Deputy Commissioner Appeal

71	Central Sales Tax Act, 1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	19.37	9.75	2014-15	Appellate Deputy Commissioner Of Commercial Taxes, Chennai (South]
72	Central Sales Tax Act, 1956	Non-submission of waybill Form 402	6.41	2.10	2016-2017	Deputy Commissioner Commercial Taxes, Gujarat
73	Central Sales Tax Act, 1956	ITC disallowance	4.72		2012-2013	Joint commissioner of Commercial Tax (Appeals), Vadodara
74	Central Sales Tax Act, 1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	3.77		2013-14	Assistant Commissioner of Commercial Tax, Rajasthan
75	Central Sales Tax Act, 1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	3.62	1.81	2012-13	Appellate Deputy Commissioner Of Commercial Taxes, Chennai (South]
76	Central Sales Tax Act, 1956	Non submission of Statutory Form such as C	0.36		2014-15	Assistant Commissioner of Commercial Tax, Rajasthan
77	Central Sales Tax Act, 1956	Regular VAT assessment	0.24		2013-14	Assistant Commissioner of Commercial Tax, Rajasthan
78	Central Excise Act, 1944	Irregular availment of Cenvat Credit on certain Ineligible service alleged	0.46*	-	2010-2011	CESTAT -CHENNAI
79	Central Excise Act, 1944	Excise duty on Exports	2.51	-	2012-2013	Commissioner Appeal
80	Central Excise Act, 1944	Duty on removal of Inputs ''''as such"	2.37		2011-2016	Additional Commissioner Sec-62, Noida
81	Central Excise Act, 1944	Excise duty on Freight charges recovered from customer to be included in Assessable value	11.65	0.19	2011-2016	Additional Commissioner Vadodara-II
82	Income Tax Act,1961	Disallowance on account of bad debts written off and various other disallowances	90.00	-	AY 2012-13	Commissioner of Income Tax (Appeals)
83	Income Tax Act,1961	Disallowance on account of bad debts written off and various other disallowances	104.31	-	AY 2013-14	Commissioner of Income Tax (Appeals)
		Total	1,874.97	367.06

* Represents Company’s share of Rs.786.08 Million of dues pending in forums Jointly with ALSTOM T&D India Limited (Refer Note 31 of the accompanying financial statements)

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to any bank. Further the company did not have any outstanding debentures and did not have any outstanding loans or borrowings dues in respect of a financial institution or to Government.

(ix) According to the information and explanations given by the management, the Company has not raised any money way of initial public offer / further public offer / debt instruments and term loans hence, reporting under clause (ix) is not applicable to the Company and hence not commented upon.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit and hence, reporting requirements under clause 3(xiv) are not applicable to the company and, not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act, 2013.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company

For S.R. Batliboi & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E/E300005

per Manoj Kumar Gupta

Place: Amsterdam Partner

Date: May 30, 2017 Membership Number: 83906

---

Mar 31, 2016

Report on the Financial Statements

We have audited the accompanying financial statements of SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility 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 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 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 the design, implementation and maintenance of adequate internal financial control 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

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on 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. We conducted our audit in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of India, as 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 financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. 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. 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 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 financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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, its loss, and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1 a statement on the matters specified in paragraphs 3 and 4 of the Order

2. 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 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 it appears from our examination of those books;

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

(d) In our opinion, the aforesaid 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 written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors 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 2” to this report;

(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, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 31 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 - Refer Note 6 to the financial statements;

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

Annexure referred to in paragraph 1 under the heading “Report on other legal and regulatory requirements” of our report of even date

Re: Schneider Electric Infrastructure Limited (“the Company”)

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the Company

(ii) The inventory has been physically verified by the management during the year In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such physical verification.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii) (a), (b) and (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and hence not commented upon.

(v) The Company has not accepted any deposits from the public.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture of power transformers, switchgears and other related products, and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii)(a) Undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax , service tax, sales-tax, duty of custom, duty of excise, value added tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of sales-tax, service tax, duty of custom, duty of excise , value added tax and cess on account of any dispute, are as follows:

Name of Statute	Nature of Dues	Amount (Rupees Millions)	Amount Deposited (Rupees Millions)	Period to which the amount relates	Forum where dispute is pending
Central Excise Act, 1944	Wrong a ailment of CENVAT on Inter Unit transfer	361.59	-	2007-08	CESTAT - CHENNAI
Central Excise Act, 1944	Demand of duty for Exemption under notification 108/95	10.29	-	2001-02	Tribunal Delhi
Central Excise Act, 1944	Under valuation of VIT tubes CAS 4 not considered by department for earlier period	5.21	2.00	1994-95	CESTAT - CHENNAI
Central Excise Act, 1944	Non inclusion of 15% Profit Margin in Transfer Pricing	5.13	-	1993-94 & 1994-95	Kolkata High Court

Name of Statute	Nature of Dues	Amount (Rupees Millions)	Amount Deposited (Rupees Millions)	Period to which the amount relates	Forum where dispute is pending
Central Excise Act, 1944	Rejection of refund claim towards CENVAT reversals as insisted during Excise audit	4.44*	-	2012-13	CESTAT - CHENNAI
Central Excise Act, 1944	Wrongly a ailment and distribution of ISD Credit	15.07	-	2011-13	CESTAT -AHMEDABAD
Central Excise Act, 1944	Refund of excise duty denied for cases where proof of Export submitted after payment of Excise Duty after 180 days of export	3.07		2012-13	Tribunal Gujarat
Central Excise Act, 1944	Captivity consumed goods cleared by availing exemption under notification 6/2006	2.26*		2008-09 & 2010-11	CESTAT - CHENNAI
Central Excise Act, 1944	Disallowance of CENVAT Credit, duty on captive consumption and clearance of goods under Notification 6 of 2006	1.11*		2009-10	CESTAT - CHENNAI
Central Excise Act, 1944	Short payment of Duty	1.35	-	2007-08	Commissioner (Appeals) LTU
Central Excise Act, 1944	Demand of duty for Exemption u/n 108/95	0.47*	-	2003-04	Commissioner (Adj.) New Delhi
Central Excise Act, 1944	CENVAT Credit availed on SAP maintenance charges	0.21*	-	2008-09	HIGH COURT -CHENNAI
Central Excise Act, 1944	Levy of penalty	0.02	-	2011-12	CESTAT - CHENNAI
Central Excise Act, 1944	Seizure of spares while being transported to Railway Station alleging transportation without Invoice.	0.01		1996-97	Commissioner (Appeals) Allahabad
Central Excise Act, 1944	Service Tax on testing and technical Analysis Service	0.45	-	-	Commissioner Appeal
Central Excise Act, 1944	Wrongly a ailment and utilized Convert Credit. Address on Invoices	0.54	0.08	2013-14	Commissioner Appeal
Central Sales Tax Act, 1956	Non submission of Statutory Form such as C/H/F/E-1 and export documents	151.40*	24.93	2010-11 & 2011-12	Deputy Commissioner Appeal
Central Sales Tax Act, 1956	Non submission of declaration forms, Input tax claim disallowed	168.38		2007-08	Senior Joint Commissioner (Appeals)
Central Sales Tax Act, 1956	Non submission of Form C/I/E-1 and export documents	59.26*	44.30	2009-10	Joint Commissioner - Corporate Circle
Central Sales Tax Act, 1956	Non collection of declaration forms	22.52*	37.97	2007-08	Joint Commissioner, Allahabad
Central Sales Tax Act, 1956	Non collection of declaration forms & CST treated as local VAT Sale	72.96*	14.59	2010-11	Joint Commissioner (Corporate Circle)
Central Sales Tax Act, 1956	Non submission of form C/I/E-1 and export documents	56.23*	48.56	2008-09	Joint commissioner (Allahabad)

Name of Statute	Nature of Dues	Amount (Rupees Millions)	Amount Deposited (Rupees Millions)	Period to which the amount relates	Forum where dispute is pending
Central Sales Tax Act, 1956	Non Submission of C Forms	44.87*	9.47	2009-10	Deputy Commissioner of Commercial Tax, Vadodara
Central Sales Tax Act, 1956	Non submission of Declaration forms	20.65*	20.65	2010-11 & 2011-12	High Court (Madras)
Central Sales Tax Act, 1956	Non collection of declaration forms	28.05*	21.19	2006-07	Deputy Commissioner, Allahabad
Central Sales Tax Act, 1956	Non collection of declaration forms	1.57*	0.76	1993-94, 1997-1998, 2003-04, 2004-05 & 2005-06	West Bengal Sales Tax Revision Board
Central Sales Tax Act, 1956	Non submission of Declaration forms	14.87*	14.87	2008-09 & 2009-10	Joint Commissioner (Appeals)
Central Sales Tax Act, 1956	Non collection of declaration forms	17.21*		2005-06, 2006-07 & 2007-08	Deputy Commissioner, U.P Sales Tax
Central Sales Tax Act, 1956	Input tax claim disallowed, non-submission of declaration forms	9.30*		2009-10	Joint Commissioner (Appeals)
Gujarat Value Added Tax, 2003	Non collection of declaration form	16.56*	3.35	2007-08 & 2008-09	Deputy Commissioner
Central Sales Tax Act, 1956	Non collection of declaration forms	6.36*	-	2002-03	High Court of Kolkata
Uttar Pradesh Trade Tax Act, 1948	Project sales tax assessment	5.50*	4.61	2005-06	Deputy Commissioner U.P Sales Tax
Central Sales Tax Act, 1956	Non collection of declaration forms	3.91*		2001-02, 2002-03 & 2011-12	Deputy Commissioner
Central Sales Tax Act, 1956	Disallowance of stock transfers made within the state, Denial of input tax credit, Difference in interpretation of rates and Non submission of documents to substantiate the purchases	3.58*	3.58	2008-09	Joint commissioner (Allahabad)
West Bengal Sales Tax Act, 1994	Non collection of declaration forms	3.20	-	1997-98	West Bengal Tribunal
Delhi Value Added Tax Act, 2004	VAT Audit objections and exporter assessment done	1.83	-	2007-08	VAT Audit Officer Delhi
Central Sales Tax Act, 1956	Non submission of declaration forms, Input tax claim disallowed	1*	0.40	2006-07	West Bengal Sales Tax Revision Board
Central Sales Tax Act, 1956	Non collection of declaration form CST, Documents like PO, Endorsed ARE 1 (Vanijy Bhavan), E1 Forms	0.54*		2009-10	Deputy Commissioner Comm Tax

Name of Statute	Nature of Dues	Amount (Rupees Millions)	Amount Deposited (Rupees Millions)	Period to which the amount relates	Forum where dispute is pending
Uttar Pradesh Trade Tax Act, 1948	Levy of purchase Tax due to Unregistered purchases made	0.33*	-	2006-07	Deputy Commissioner, U.P Sales Tax
Tamil Nadu General Sales Tax Act, 1959	Levy of penalty for wrong disclosure of turnover and Non furnishing of required documents for export & other claims	0.29*		1991-92	Sales Tax Appellate Tribunal, Chennai
Central Sales Tax Act, 1956	Non collection of declaration forms	0.26*	1.24	2008-09	Deputy Commissioner Jaipur
Madhya Pradesh Value Added Tax Act, 2002	Non collection of declaration form CST treated as local VAT Sale	0.18*	0.06	2010-11	Deputy Commissioner Appeal
Rajasthan Value Added Tax Act, 2003	Input tax claim disallowed	0.08*		2008-09	Deputy Commissioner Jaipur
Madhya Pradesh Value Added Tax Act, 2002	Entry Tax On High Sea Sales Imported Material	0.07*	0.02	2010-11	Deputy Commissioner Appeal
Central Sales Tax Act, 1956	Provisional Assessment	4.54	0.91	2014-15	Additional Commissioner Appeal
Gujarat Value Added Tax, 2003	Input tax claim disallowed, non-submission of declaration forms	146.50*	28.27	2011-12	Joint Commissioner Appeal
Central Sales Tax Act, 1956	Non collection of declaration forms	39.39	5.11	2011-12, 2013-14	Additional Commissioner Appeal
Central Sales Tax Act, 1956	Non collection of declaration forms	17.04	-	2013-14	Deputy Commissioner
Central Sales Tax Act, 1956	Non collection of declaration forms	16.87	2.53	2012-13	Joint Commissioner Appeal
Central Sales Tax Act, 1956	Non collection of declaration forms	7.25	-	2012-13	High Court
Central Sales Tax Act, 1956	Non collection of declaration forms	7.67*	3.56	2008-09, 2011-12	Deputy Commissioner Appeal
Central Sales Tax Act, 1956	Non collection of declaration forms	11.09*		2009-10	Joint Commissioner (Allahabad)
Central Sales Tax Act, 1956	Non collection of declaration forms	12.10*	2.42	2011-12	Joint Commissioner Appeal
Central Sales Tax Act, 1956	Non collection of declaration forms	1.77*		2009-10	Deputy Commissioner Appeal

Name of Statute	Nature of Dues	Amount (Rupees Millions)	Amount Deposited (Rupees Millions)	Period to which the amount relates	Forum where dispute is pending
Central Sales Tax Act, 1956	Non collection of declaration forms	0.421	0.14	2010-11	Deputy Commissioner Appeal
Central Sales Tax Act, 1956	Non collection of declaration forms	6.82*	1.43	2010-11	Deputy Commissioner Appeal
Central Sales Tax Act, 1956	Non collection of declaration forms	2.80		1997-98	Deputy Commissioner Comm Tax-Jharkhand
Central Sales Tax Act, 1956	Non collection of declaration forms	16.79		1993-94	Deputy Commissioner Comm Tax-Gujarat
Finance Act, 1994	Non-payment of Service Tax on amount paid for the use of Trade Mark	35.84*	17.92	2010-11 & CESTAT - CHENNAI 2011-12
Finance Act, 1994	Non-payment of service tax on provision created in books/ short payment of service tax on royalty and technical knowhow payments made under intellectual property right services.	10.12*		2010-11	CESTAT - CHENNAI
Finance Act, 1994	Irregular a ailment of CENVAT Credit of Service Tax	4.98*	-	2012-13	CESTAT - CHENNAI
Finance Act, 1994	Disallowance of CENVAT credit availed on certain input services	0.79*		2012-13	CESTAT - CHENNAI
Finance Act, 1994	Non-payment of service tax on provision created in books /short payment of service tax on royalty and technical knowhow payments made under intellectual property right services.	0.65*		2011-12	CESTAT - CHENNAI
Finance Act, 1994	Non-payment of Service Tax on Manpower supply services	0.62*	-	2012-13	CESTAT - CHENNAI
Finance Act, 1994	Rejection of refund claim of interest paid for CENVAT credit wrongly availed but not utilized	0.13*		2012-13	CESTAT - CHENNAI
Finance Act, 1994	Short payment of service tax on GTA	0.08*	-	2009-10	HIGH COURT-CHENNAI
The Custom Act, 1962	Refund of drawback for non-realization of export proceeds	5.59		2012-13	Commissioner of Customs (Appeals)

According to the information and explanations given to us, there are no dues of income tax, and cess which have not been deposited on account of dispute.

(viii) In our opinion and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders or government.

(ix) According to the information and explanations given by the management, the Company has not raised any money way of initial public offer / further public offer / debt instruments and term loans hence, reporting under clause (ix) is not applicable to the Company and hence not commented upon.

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and according to the information and explanations given by the management, we report that no fraud by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year

(xi) According to the information and explanations given by the management, the managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a nidhi company Therefore, the provisions of clause 3(xii) of the order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the management, transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes to the financial statements, as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit and hence, reporting requirements under clause 3(xiv) are not applicable to the company and, not commented upon.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him as referred to in section 192 of Companies Act , 2013.

(xvi) According to the information and explanations given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED (“the Company”) as of March 31, 2016 in conjunction with our audit of the standalone financial statements of the Company 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”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls 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 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, 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.

For S.R. Batliboi & CO. LLP

Chartered Accountants ICAI

Firm Registration Number: 301003E/E300005

per Manoj Kumar Gupta

Place: Noida Partner

Date: 25th May, 2016 Membership Number: 83906

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Schneider Electric Infrastructure Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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 accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). 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.

Auditor''s Responsibility

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 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.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. 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. In making those risk assessments, the auditor considers 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. 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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, 2013;

b. in the case of the Statement of Profit and Loss, of the loss 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.

Emphasis of Matter

Attention is invited to note 40 of the accompanying financial statements regarding the sale and purchase of goods and services from a Company covered under section 297 of the Companies Act, 1956, which require prior approval of Central Government, more fully described in the note. The Company is in process of obtaining Central Government approval. Pending final outcome, no adjustments are made in financial statements. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified 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 Companies Act, 1956.

Annexure referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements" of our report of even date

Re: Schneider Electric Infrastructure Limited (''the Company'')

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) There was no disposal of a substantial part of fixed assets during the year.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. Inventories lying with outside parties have been confirmed by them as at year end.

(b) 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) The Company is maintaining proper records of inventory. Discrepancies noted on physical verification of inventories were not material, and have been properly dealt with in the books of account.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (a) to (d) of the Order are not applicable to the Company and hence not commented upon.

(b) According to the information and explanations given to us, 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 Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (e) to (g) of the Order are not applicable to the Company and hence not commented upon.

(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. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 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 have been entered into during the financial year 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.

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

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, related to the manufacture of power transformers, switchgears and other related products, 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 same.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund. employees'' state insurance, income-tax, wealth-tax, customs duty, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a tew cases.

Undisputed statutory dues including sales-tax, excise duty and related cess thereto have not generally been regularly deposited with the appropriate authorities though the delays in deposit have not been serious.

Undisputed statutory dues of service tax and related cess thereto have not been regularly deposited with the appropriate authorities and there have been serious delays. [Refer Ox) (b) below]

(x) The Company has been registered for a period of less than five years and hence we are not required to comment on whether or not the accumulated losses at the end of the financial year is fifty per cent or more of its net worth and whether it has incurred cash losses in the current financial year and in the immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a banks. The Company did not have any outstanding dues in respect of a financial institution or debenture holders during the year.

(xii) According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended) 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 Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) The Company did not have any term loans outstanding during the year.

(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 no funds raised on short-term basis have been used for long-term investment.

(xviii)The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) During the period covered by our audit report, the Company has not raised any money by way of public issue.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E

per Manoj Gupta

Place: Partner

Date: May 22, 2013 Membership No.: 83906

---

Mar 31, 2012

- We have audited the attached Balance Sheet of Schneider Electric Infrastructure Limited (formerly Smartgrid Automation Distribution and Switchgear Limited) ('the Company') as at March 31, 2012 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. 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.

- We conducted our audit in accordance with 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.

- As required by the Companies (Auditor's Report) Order, 2003 (as amended) (the order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

- Further to our comments in the Annexure referred to above, we report that:

- 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

- 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

- The Balance Sheet, Statement of Profit and Loss and Cash Flow statement dealt with by this report are in agreement with the books of accounts

- In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956

- On the basis of the written representations received from the directors, as on March 31, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956

- In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, 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, 2012

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

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

Annexure referred to in paragraph 3 of our report of even date Re: Schneider Electric Infrastructure Limited ('the Company')

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

(b) All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) There was no disposal of a substantial part of fixed assets during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) 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) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to books of account were not material and have been properly dealt with in the books of account.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (iii) (a) to (d) of the Order are not applicable to the Company and hence not commented upon. (e) According to information and explanations given to us, 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 Companies Act, 1956. Accordingly, the provisions of clause 4 (iii) (e) to (g) of the Order are not applicable to the Company and hence not commented upon.

(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. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas.

(v) (a) In our opinion, there are no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4 (v) (b) of the Order is not applicable to the Company and hence not commented upon.

(vi) The Company has not accepted any deposits from the public.

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

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956, related to the manufacture of power transformers, switchgears and other related products, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) 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, cess and other material statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in some cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of any dispute, are as follows:

Name of statue Nature of dues Amount (Rs. million.)

Central Sales Tax Act, Non collection of 7.60 1956 declaration forms

Uttar Pradesh Trade Tax Levy of purchase Tax 0.33 Act, 1948 due to Unregistered purchases made

Central Sales Tax Act, Non collection of 19.59 1956 declaration forms

West Bengal Sales Tax Non collection of 3.2 Act, 1994 declaration forms

Central Sales Tax Act, Non collection of 10.86 1956 declaration forms

Central Sales Tax Act, Non collection of 65.58 1956 declaration forms, input tax claim disallowed

Central Sales Tax Act, Non collection of 168.38 1956 declaration forms, input tax claim disallowed

Uttar Pradesh Trade Tax Interest demand on Non 1.94 Act, 1948 collection of declaration forms

Central Sales Tax Act, Interest demand on Non 1.34 1956 collection of declaration forms

Central Sales Tax Act, Non collection of 110.15 1956 declaration forms

Central Sales Tax Act, Non collection of 83.11 1956 declaration forms, Entry tax, stock transfer & purchase tax issue.

Uttar Pradesh Trade Tax Seizure of transformer 8.70 Act, 1948 on charges of incomplete documentation.

Tamil Nadu General Stock transfer alleged 1.58 Sales Tax Act, 1959 to be pre-determined interstate sales. Tamil Nadu General Stock transfer dispute 4.44 Sales Tax Act, 1959 & declaration forms pending.

Tamil Nadu General Levy of penalty for 0.29 Sales Tax Act, 1959 wrong disclosure of turnover. Non furnishing of required documents for Export & other claims.

Punjab Value Added Tax Material held for non 0.09 Act, 2005 endorsement of LR

Uttar Pradesh Trade Tax Demand for Sales Tax 1.61 Act, 1948 due to Non Collection of Forms



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

Central Sales Tax Act, 1956 2005-06 & 2006-07 Deputy Commissioner, UP. Sales Tax, Noida

Uttar Pradesh Trade Tax Act, 1948 2006-07 Deputy Commissioner, U.P. Sales Tax, Noida

Central Sales Tax Act, 1956 1993-94, 1997-98 West Bengal Sales Tax Revision Board

West Bengal Sales Tax Act, 1994 1997-98 West Bengal Sales Tax Revision Board

Central Sales Tax Act, 1956 2002-03 High Court of Kolkata

Central Sales Tax Act, 1956 2003-04 to 2006-07 West Bengal Sales Tax Revision Board

Central Sales Tax Act, 1956 2007-08 Sr. Joint Commissioner (Appeals)

Uttar Pradesh Trade Tax Act, 1948 2001-02 Tribunal, Uttar Pradesh

Central Sales Tax Act, 1956 2002-03 Deputy Commissioner

Central Sales Tax Act, 1956 2006-07 & 2007-08 Joint Commissioner, Allahabad

Central Sales Tax Act, 1956 2008-09 Additional Commissioner (Appeals) UP

Uttar Pradesh Trade Tax Act, 1948 2010-11 Joint Commissioner (Corporate)

Tamil Nadu General Sales Tax Act, 1959 1983-84 & 1986-87 Sales Tax Appellate Tribunal, Chennai

Tamil Nadu General Sales Tax Act, 1959 1988-89 Sales Tax Appellate Tribunal, Chennai

Tamil Nadu General Sales Tax Act, 1959 1991-92 Sales Tax Appellate Tribunal, Chennai

Punjab Value Added Tax Act, 2005 2009-10 Jt. Director (Invest) cum Depty Commissioner

Uttar Pradesh Trade Tax Act, 1948 2007-08 Deputy Commissioner, U.P. Sales Tax



Name of statue Nature of dues Amount (Rs. million.)



Delhi Value Added Tax VAT Audit objections 1.83 Act, 2004 & exparte assessment done

Rajasthan Value Added Difference in 0.08 Tax Act, 2003 interpretation

Central Sales Tax Act, Non collection of 0.26 1956 declaration forms

Assam Value Added Tax Benefit of admitted 18.34 Act, 2003 tax, input tax & TDS certificates not given.

Central Excise Act, 1944 Seizure of spares while 0.01 being transported to Railway Station alleging transportation without Invoice.

Central Excise Act, 1944 Demand of duty for 7,59 Exemption u/n 108/95

Central Excise Act, 1944 Demand of duty for 0.47 Exemption u/n 108/95

Finance Act, 1994 Payment of Service Tax 0.51 on GTA through CENVAT

Central Excise Act, 1944 Non payment of 1.57 Interest on duty paid for supplementary invoices belatedly

Finance Act, 1994 Short payment of 0.08 service tax on GTA

Central Excise Act, 1944 Non inclusion of 15% 5.13 Profit Margin in Transfer Pricing

Central Excise Act, 1944 Wrong availment of 361.59 Cenvat on inter unit transfer

Central Excise Act, 1944 Short payment of duty 1.35

Central Excise Act, 1944 Captively consumed 2.15 goods for manufacture of control panels without payment of duty under notification 67/95 subsequently cleared by availing exemption under notification 6/2006

Central Excise Act, 1944 Demand of amount 0.4 equal to credit availed on mandatory spares cleared as such under notification 6 of 2006

Central Excise Act, 1944 Ineligible Cenvat 0.68 credit availed on repair services

Central Excise Act, 1944 Disallowance of Cenvat 1.76 Credit, duty on captive consumption and clearance of goods under Notification 6 of 2006

Central Excise Act, 1944 Disallowance of Cenvat 0.18 Credit and non-payment of amount equal to Cenvat availed on inputs cleared as such for exports



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

Delhi Value Added Tax Act, 2004 2007-08 Vat Audit Officer, Delhi

Rajasthan Value Added Tax Act, 2003 Deputy Commissioner, Jaipur

Central Sales Tax Act, 1956 2008-09 Deputy Commissioner, Jaipur

Assam Value Added Tax Act, 2003 2005-06 Deputy Commissioner, Appeal

Central Excise Act, 1944 1996-97 Commissioner (Appeals) Allahabad

Central Excise Act, 1944 2001-02 Tribunal Delhi

Central Excise Act, 1944 2003-04 Commissioner (Adj.) New Delhi

Finance Act, 1994 2005-06 Tribunal Delhi

Central Excise Act, 1944 2009-10 Madras High Court

Finance Act, 1994 2009-10 Madras High Court

Central Excise Act, 1944 1993-94 & 1994-95 Kolkata High Court

Central Excise Act, 1944 2007-08 CESTAT, Chennai

Central Excise Act, 1944 2007-08 Commissioner (Appeals) LTU Central Excise Act, 1944 2008-09 CESTAT, Chennai

Central Excise Act, 1944 2008-09 CESTAT, Chennai

Central Excise Act, 1944 2008-09 CESTAT, Chennai

Central Excise Act, 1944 2009-10 CESTAT, Chennai

Central Excise Act, 1944 2010-11 Commissioner (Appeals) LTU



Name of statue Nature of dues Amount (Rs. million.)

Central Excise Act, 1944 Under valuation of 5.21 VIT tubes CAS 4 not considered by department for earlier period

Central Excise Act, 1944 Non payment of 0.39 Interest on duty paid for supplementary invoices belatedly and Demand of amount equal to credit availed on mandatory spares cleared as such under notification 6 of 2006

Central Excise Act, 1944 Demand of amount 0.25 equal to credit availed on mandatory spares cleared as such under notification 6 of 2006 and 108/95 and Captively consumed goods for manufacture of control panels without payment of duty under notification 67/95 subsequently cleared by availing exemption under notification 6/2006 and Service Tax credit availed on Invalid documents

Finance Act, 1994 Nonpayment of service 10.12 tax on Provision created in Books /short payment of service tax on royalty and technical knowhow payments made under intellectual property right services.

Central Excise Act, 1944 Availment of credit 0.02 in respect of inputs exported as such

Central Excise Act, 1944 Non-payment of 0.93 Interest on duty paid for supplementary invoices belatedly

Central Excise Act, 1944 Levy of penalty 0.02

Central Excise Act, 1944 Rejection of refund 0.43 claim made towards Cenvat reversal done under protest in respect of service tax credit availed on Marine Insurance policies

Finance Act, 1994 Non-payment of service 0.65 tax on provision created in books /short payment of service tax on royalty and technical knowhow payments made under intellectual property right services.



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

Central Excise Act, 1944 1994-95 CESTAT, Chennai

Central Excise Act, 1944 2010-11 CESTAT, Chennai

Central Excise Act, 1944 2010-11 Commissioner (Appeals) LTU

Finance Act, 1994 2010-11 CESTAT, Chennai

Central Excise Act, 1944 2011-12 Commissioner (Appeals) LTU

Central Excise Act, 1944 2011-12 CESTAT, Chennai

Central Excise Act, 1944 2011-12 CESTAT, Chennai

Central Excise Act, 1944 2011-12 Commissioner (Appeals) LTU

Finance Act, 1994 2011-12 CESTAT, Chennai

(x) The Company has been registered for a period of less than five years and hence we are not required to comment on whether or not the accumulated losses at the end of the financial year is fifty per cent or more of its net worth and whether it has incurred cash losses in the current financial year and in the immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. The Company did not have any outstanding dues in respect of a financial institution or debenture holders during the year.

(xii) According to the information and explanations given to us and based on the documents and records produced before us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, 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) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. (xvi) The Company did not have any term loans outstanding during the year.

(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 no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) During the period covered by our audit report, the Company has not raised any money by way of public issue.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For S.R. Batliboi & Co.

Firm Registration No.: 301003E Chartered Accountants

Manoj Gupta

Place: Gurgaon Partner

Date: May 29, 2012 Membership No.: 83906