Transport of India : TCI Ventures Limited.

INDEPENDENT AUDITOR'S REPORT

To The Members of TCI VENTURES LIMITED

Report on the Audit of Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of TCI VENTURES

LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2021, the

Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes

in Equity and the Statement of Cash Flow's for the year ended on that date, and a summary-' of the

significant accounting policies and other explanatory inform ation (hereinafter referred to as "the

standalone financial statements").

In our opinion and to the best of our inform ation and according to the explanations given to us, the

aforesaid standalone 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, ("Ind AS") and other accounting principles

generally accepted in India, of the state ofaffairs of the Company as at March 31, 2021, the profit

and total comprehensive income, changes in equity and its cash flow's for the year ended on that

date.

Basis for opinion

W e conducted our audit of the standalone financial statements in accordance with the Standards on

Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those

Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone

Financial Statements section of our report. W e are independent of the Company in accordance with

the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with

the independence requirements that are relevant to our audit of the standalone financial statements

under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other

ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. W e believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion on the standalone financial statements.

Key audit matters

W e have determ ined that there are no key audit m atters to com m unicate in our report.

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

The Company's Board of Directors is responsible for the preparation of the other information. The

other information comprises the information included in the Management Discussion and Analysis,

Board's Report including Annexures to Board's Report, Business Responsibility Report, Corporate Governance and Shareholder's Information, but does not include the standalone financial

statem ents and our auditor's report thereon.

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

In connection with our audit of the standalone financial statements, our responsibility is to read the

other information and, in doing so, consider whether the other information is materially inconsistent

with the standalone financial statements or our knowledge obtained during the course of 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 ofthis

other information, we are required to report that fact. W e have nothing to report in this regard.

Management's Responsibility for the Standalone 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 ofthese standalone 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 Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting

records in accordance with the provisions of the Act for safeguarding the assets of the Company

and for preventing and detecting frauds and other irregularities; selection and application of

appropriate accounting policies; m aking judgm ents and estim ates that are reasonable and prudent; and design, implementation and maintenance of adequate internal

financial controls, that were operating effectively for ensuring the accuracy and completeness ofthe accounting records, relevant to the preparation and presentation of the standalone financial

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

In preparing the standalone financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless management either intends to

liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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

Our objectives are to obtain reasonable assurance about whether the standalone financial statements

as a w'hole are free from material misstatement, w'hether 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 alw'ays detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered

m aterial if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions ofusers taken on the basis ofthese

standalone financial statements.

As part of an audit in accordance with SAs, w-e exercise professional judgment and maintain

professional skepticism throughout the audit. W e also :

• • Identify and assess the risks of m aterial m isstatem ent of the standalone financial statem ents, 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 m ay involve collusion, forgery, intentional

  om issions, m isrepresentations, 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 in place and the operating effectiveness of such

  controls.

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• • Evaluate the appropriateness of accounting policies used and accounting estim ates and related disclosures m ade by m anagem ent.

  the

  reasonableness

  of

• • 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 standalone

  financial statements or, if such disclosures are inadequate, to modify our opinion. Our

  conclusions are based on the audit evidence obtained up to the date of our 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 standalone financial

  statements, including the disclosures, and whether the standalone financial statements

  represent the underlying transactions and events in a m anner that achieves fair presentation.

M ateriality is the magnitude of misstatements in the standalone financial statements that,

individually or in aggregate, makes it probable that the economic decisions of a reasonably

knowledgeable user ofthe financial statements may be influenced.

We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit

work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified

misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned

scope and timing of the audit and significant audit findings, including any significant deficiencies in

internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with

relevant ethical requirements regarding independence, and to com m unicate w ith them all

relationships and other matters that may reasonably be thought to bear on our independence, and

where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters

that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our 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 ofsuch communication.

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Report on Other Legal and Regulatory Requirements

1.

As required by Section 143(3) ofthe Act, based on our audit we report that:

• a) We have sought and obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purposes ofour 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 ofthose books.

• 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 relevant books ofaccount.

• d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS

  specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)

  Rules, 2014.

• e) On the basis ofthe written representations received from the directors as on March 31, 2021

  taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) ofthe Act.

• I) W ith respect to the adequacy of the internal financial controls over financial reporting of the

  Company and the operating effectiveness of such controls, refer to our separate Report in

  "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.

• g) W ith respect to the other matters to be included in the Auditor's Report in accordance with

  the requirements ofsection 197(16) ofthe Act, as amended:

  In our opinion and to the best ofour information and according to the explanations given to

  us, Company has not paid any remuneration to its Directors for the Financial Year 2020-21.

• h) W ith respect to the other matters to be included in the Auditor's Report in accordance with

  Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and

  to the best ofour information and according to the explanations given to us :