We have audited the Standalone Financial Statements of
Essar Shipping Limited (“the Company”), which comprises
of the balance sheet as at March 31, 2025, the statement
of profit and loss (including Other Comprehensive Income),
statement of cash flows and the statement of changes in
equity for the year then ended and notes to the Standalone
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 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 of affairs
of the Company as at March 31, 2025, the profit (financial
position including Other Comprehensive Income), changes
in equity and its cash flows for the year ended on that date.

2. 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
Standalone Financial Statements section of our report. We
are independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of
India (ICAI) together with the ethical requirements that are
relevant to our audit of the Standalone Financial Statements
under the provisions of the Act and the Rules thereunder,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the 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 Standalone Financial Statements.

3. Material Uncertainty Related to Going Concern

We draw attention to Note No. 28 to the Standalone
Financial Statements, which indicates that as on March
31, 2025, the Company has accumulated losses of
' 6,520.75 crore as against capital and reserves of
' 5,217.75 crore. The Company has defaulted on several loans
and some of the lenders of the Company’s subsidiary (which
has gone into liquidation) where the Company is a Guarantor,
have filed application before various forums for recovery of
overdue amounts and / or enforcement of guarantees. The
Company has disposed off most of its assets and some of
the investments with a view to pay off its outstanding dues to

lenders / vendors. The Company’s current liabilities exceed
its current assets as on March 31, 2025. This indicates that
a material uncertainty exists that may cast doubt on the
Company’s ability to continue as a going concern.

The Company, however, has represented that, as mentioned
in Note No. 28 to the Standalone Financial Statements,
the Company has earned operating income by way of hire
charges and management fees and is taking steps to rectify
the mismatch in working capital. In view of the above, the
Company has prepared the accounts as a going concern.

Our opinion on the Standalone Financial Statements is not
modified for the above matter.

4. Emphasis of Matter

(i) We draw attention to our observations in paragraph 3
above whereby, in spite of several factors mentioned
therein, the Standalone Financial Statements are
prepared on “Going Concern” basis.

(ii) In an earlier year, the Company had settled the loan
with a bank and paid the dues through monetisation
of assets and recognised gain on settlement. Post
settlement, the Bank had assigned the said loan to an
Asset Reconstruction Company (Assignee Company).
Pending outstanding bank guarantee (which was
withdrawn during the year ended 31^st March 2024) and
pending Group level settlement, ‘No Due Certificate’
(NOC) was not received from the Bank or the Assignee
Company till March 31,2024.

During the year, the Company has paid an amount of
' 0.60 crore and received the NOC from the Assignee
Company. The amount paid has been charged to the
Statement of Profit and Loss and has been shown as
an exceptional item.

(iii) We draw attention to Note No. 3(A) and 8 of the
Standalone Financial Statements relating to agreement
for sale of shares held by the Company in a subsidiary.
During the year, part of the consideration amounting to
USD 52,499,960 has been received and sale of shares
to the extent of consideration received has been
recognised in the books of account. The Company has
filed necessary forms with the Reserve Bank of India in
this regard. The balance shares are held for sale and
have been disclosed accordingly.

(iv) We draw attention to Note No.19(B) of the Standalone
Financial Statements relating to payment of ' 50.83
crores to two banks during the year towards One Time
Settlement (OTS) between the said banks and a step-
down subsidiary of the Company.

In respect of one bank, the Company has settled the
loan and paid the dues and‘no dues certificate’ has
been received from the said bank. The Company does
not expect any additional liability to devolve in this
regard. In respect of the other Bank, the OTS is yet to
be concluded.

Since the entire amount paid is doubtful of recovery
from the step-down subsidiary, the same has been fully
provided for.

(v) The Company has netted off of ' 331.26 Crore payable
to a wholly owned overseas subsidiary with the amount
receivable from the said subsidiary. This is subject to
pending application and approval from the regulatory
authorities.

Our opinion on the Standalone Financial Statements is not
modified in respect of the above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
Standalone Financial Statements of the current period. These
matters were addressed in the context of our audit of the
Standalone Financial Statements as a whole, and in forming
our opinion thereon and we do not provide a separate opinion
on these matters. In addition to the matters described in the
Material Uncertainty Related to Going Concern paragraph, 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 Auditor’s Report thereon

The Company’s Management and the Board of Directors is
responsible for the preparation of the Other Information. The
Other Information comprises of the information included in the
Annual Report including its annexures, Corporate Governance
and Shareholder’s Information, but does not include the
Standalone Financial Statements and our independent
auditor’s report thereon. The Company’s annual report is
expected to be made available to us after the date of this
auditor’s report.

Our opinion on the Standalone 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 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 of the Other Information, we
are required to report that fact.

Responsibilities of the management and those charged
with governance for the Standalone Financial Statements

The Company’s Management and the Board of Directors is
responsible for the matters stated in section 134(5) of the
Act, with respect to the preparation of these 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 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 of the assets
of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the
preparation and presentation of the Standalone Financial
Statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Statements, the
Management and the Board of Directors 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 or the Board of Directors either intends to
liquidate the Company or to cease operations, or has no realistic
alternative but to do so.

The Company’s Management and the Board of Directors
are also 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 whole are
free from material misstatement, whether due to fraud or error,
and to issue an independent 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 Standards
on Auditing will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions
of users taken on the basis of these Standalone Financial
Statements.

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

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

• Obtain an understanding of internal control relevant to the
audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on whether
the Company has adequate internal financial control systems
in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management’s use of
the going concern basis of accounting and based on the
audit evidence obtained, whether a material uncertainty
exists related to event 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 independent 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 manner that achieves fair presentation.

• Obtain sufficient appropriate audit evidence regarding
the Standalone Financial Statements of the Company to
express an opinion on the Standalone Financial Statements.

Materiality 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 of the Standalone 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) evaluating the effect
of any identified misstatements in the Standalone Financial
Statements.

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

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

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of 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 disclosures about the matters
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 in
terms of Section 143 (11) of the Act, and on the basis of
such checks of the books and records of the Company as
we considered appropriate and according to the information
and explanations given to us, we give in the “Annexure A”
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 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, Statement of
Changes in Equity and the Cash Flow Statement dealt
with by this Report are in agreement with the relevant
books of account.

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. The matters described under “Emphasis of Matter”
paragraph and the Going Concern matter described
under the “Material Uncertainty Related to Going
Concern” paragraph, in our opinion, may have an
adverse effect on the functioning of the Company.

f. On the basis of the written representations received
from the directors as on March 31, 2025, 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.

g. With respect to the adequacy of the internal financial

controls with reference to Standalone Financial

Statements of the Company and the operating
effectiveness of such controls, refer to our separate
report in “Annexure B”. Our report expresses an
unmodified opinion on the adequacy and operating
effectiveness of the Company’s internal financial
controls with reference to Standalone Financial

Statements.

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 requisite
approvals mandated by the provisions of Section 197,
read with Schedule V to 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:

a) The Company does not have any pending
litigations on its financial position in its Standalone
Financial Statements, other than as mentioned
in Note No. 22 to the Standalone Financial
Statements.

b) The Company did not have any long-term
contracts including derivatives for which there
were any material foreseeable losses.

c) The Company is not required to transfer any
amount to the Investor Education and Protection
Fund during the ended March 31,2025.

d) i) The management has represented that, to the

best of its knowledge and belief, other than
as disclosed in the notes to accounts (refer
Note no.31), 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,
whether, directly or indirectly lend or invest
in other persons or entities identified in any
manner whatsoever by or on behalf of the
company (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf
of the Ultimate Beneficiaries;

i) The management has represented, that, to
the best of its knowledge and belief, other
than as disclosed in the notes to the accounts
(refer Note No.32), 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, whether, directly or
indirectly, lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee,

security or the like on behalf of the Ultimate
Beneficiaries; and

ii) Based on such audit procedures that we have
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)
contain any material mis-statement.

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

f) Based on our examination, which included test
checks, the Company has used accounting
software for maintaining its books of account which
has the feature of recording audit trail (edit logs)
facility and the same has operated throughout the
year for all relevant transactions recorded in the
respective software. Further, during the course of
our audit we did not come across any instances
of audit trail feature being tampered with, in
respect of accounting software for which the
audit trail feature was operating. The Company
has complied with the statutory requirements
of preservation of the audit trail for transactions
recorded in the software except for audit trail at
the database level for accounting software SAP to
log in any direct changes.

For C N K & Associates LLP

Chartered Accountants
Firm Registration No.: 101961 W/W - 100036

Diwakar Sapre

Partner

Place: Mumbai Membership No. 040740

Date: May 29, 2025 UDIN: 25040740BMIGMH7659