McLeod Russel India Limited

Report on the Audit of the Standalone Financial Statements

Adverse Opinion

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

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

Basis for Adverse Opinion

Attention is invited to thefollowing notes ofthefinancial statements:

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

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

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

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

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

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

Material Uncertainty Related to Going Concern

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

KeyAudit Matters

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

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

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

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

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

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

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

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding ofthe assets ofthe Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of

adequate internal financial controls, that were operating effectivelyforensuring the accuracyand completeness ofthe accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fairview and are free from material misstatement, whether due to fraud or error.

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

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

Auditors' Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level ofassurance but is notaguaranteethatan audit conducted in accordancewith SAs will alwaysdetectamaterial misstatement when it exists. Misstatements can arise from fraud or error andare considered material if, individuallyorin the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part ofan audit in accordance with SAs, weexercise professionaljudgmentand maintain professional skepticism throughouttheaudit. Wealso:

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

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

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

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

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

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

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

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

Other Matters

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

For Lodha & Co,

Chartered Accountants

Firm's ICAI Registration No.:301051E

Place: Kolkata R. P. Singh

Date: May 30, 2023 Partner

Membership No: 52438 UDIN:23052438BGXSCM2143