1. We have audited the accompanying standalone
financial statements of Sterlite Technologies
Limited ("the Company”), which comprise
the Standalone Balance Sheet as at March 31,
2025, and the Standalone Statement of Profit
and Loss (including Other Comprehensive Loss'
the Standalone Statement of Changes in Equity
and the Standalone Statement of Cash Flows
for the year then ended, and notes to the
standalone financial statements, including
material accounting policy information and
other explanatory information.
2. In our opinion and to the best of our informatio
and according to the explanations given to us,
the aforesaid standalone financial statements
give the information required by the Companie:
Act, 2013 ("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, 2025, and total comprehensive
loss (comprising of loss and other
comprehensive loss), changes in equity and its
cash flows for the year then ended.
Basis for Opinion
3. 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 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 Code of Ethics. We believe
that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for
our opinion.
Emphasis of Matters
4. We draw attention to Note 15A of the
standalone financial statements regarding the
Scheme of Arrangement ("Scheme”) between
the Company and STL Networks Limited (the
"Resulting Company”) for demerger and transfer
of the Company's Global Services Business
undertaking to the Resulting Company, which
has been approved by the National Company
Law Tribunal ("NCLT”) and accordingly, these
standalone financial statements have been
prepared after giving effect of the Scheme from
the effective date, as per NCLT approved order.
5. We draw attention to Note 37(6) of the
Standalone financial statements, which
describes the status of a litigation against
Sterlite Technologies Inc, USA, a subsidiary
incorporated outside India, by another USA
based entity. Management is pursuing legal
remedies, including filing an appeal, and the
possible financial impact of the litigation is
currently not determinable.
Our opinion is not modified in respect of the
above matters.
Key Audit Matters
6. 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 year. 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.
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Key audit matter
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How our audit addressed the key audit matter
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Assessment of impairment to the carrying value of
property, plant and equipment and intangible assets
(Refer Notes 4 and 5 to the standalone financial
statements)
As at March 31, 2025, the carrying amount of the
Company's property, plant and equipment ("PP&E”)
and intangible assets is ? 1,697 crores. The Company
periodically assesses if there are any indicators of
impairment in respect of PP&E and intangible assets.
In making this assessment, the Company identifies the
cash generating unit (CGU) to which the asset belongs
and considers both internal and external sources of
information to determine whether there is an indicator
for impairment at CGU level. If such indication exists,
Management estimates the recoverable amount of that
CGU.
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Our audit procedures included:
- Obtaining an understanding and evaluating the
design and testing the operating effectiveness of
controls over impairment assessment of PP&E and
intangible assets including the determination of
CGUs and recoverable amount of the relevant CGUs.
- Evaluating management's assessment of the
indicators of PP&E and intangible assets impairment
and determination of CGU.
- With the involvement of auditor's experts where
necessary, assessing appropriateness of the
valuation methodology used and evaluating the
reasonableness of the key assumptions used in
determination of discounted cash flows such as
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Key audit matter
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How our audit addressed the key audit matter
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The recoverable amount of relevant CGU is determined
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discount rates, terminal growth rate, sales growth
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based on the higher of value in use and fair value less
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rate, EBITDA, etc.
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cost of disposal. An impairment loss is recognised
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- Evaluating the past performance of the relevant
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if the recoverable amount is lower than the carrying
value.
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CGUs with its actual performance.
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The impairment to carrying value of PP&E has been
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- Performing sensitivity analysis over key assumptions
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considered to be a key audit matter as significant
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to corroborate that recoverable amount of the
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judgment is involved in estimating the recoverable
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relevant CGU is within a reasonable range.
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amount of relevant CGUs, in particular, with respect to
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- Testing the arithmetical accuracy of the
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estimation of future cash flows of the underlying CGUs
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computations including those related to discounted
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due to the inherent subjectivity involved in forecasting.
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cash flows.
- Assessing adequacy of relevant disclosures in the
standalone financial statements.
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Assessment of impairment to the carrying value of
investments in and loans to in subsidiaries (Refer
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Our audit procedures included:
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Notes 6 and 8 to the standalone financial statements)
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- Obtaining an understanding and evaluating the
design and testing the operating effectiveness of
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The carrying amount of investments in equity shares
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relevant controls related to management's
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of Sterlite Global Ventures (Mauritius) Limited, Sterlite
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impairment assessment of investments, loans and
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(Shanghai) Trading Company Limited and STL Optical
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guarantees.
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Interconnect S.p.A. as of March 31, 2025, aggregated
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- Evaluating the basis for identifying impairment
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to ? 263 crores and the loans to Speedon Network
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indicators (e.g., financial condition, capacity
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Limited, STL Digital Limited, Sterlite Technologies
Holding Inc USA and STL Optical Interconnect S.p.A.
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utilization, market conditions, etc.).
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as at March 31, 2025, aggregated to ? 397 crores.
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- With the involvement of auditor's experts where
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Further, the Company has also given guarantees
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necessary, assessing appropriateness of the
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in respect of external borrowings taken by these
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valuation methodology used and evaluating the
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subsidiaries.
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reasonableness of the key assumptions used in
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The Company accounts for investments in subsidiaries
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determination of discounted cash flows such as
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at cost (less accumulated impairment, if any). The
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discount rates, terminal growth rate, sales growth
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management reviews the carrying value of these
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rate, EBITDA, etc.
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investments in subsidiaries at each reporting date and
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- Evaluating the historical performance of the
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assesses if there are any indicators of impairment.
The Management has used the discounted cash flow
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subsidiaries against their forecast performance.
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('DCF') model for estimating the recoverable amount
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- Performing sensitivity analysis over key assumptions
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of the investments for the purpose of carrying out
the impairment assessment, which involves estimates
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to evaluate whether recoverable amount of
investments is within a reasonable range.
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and judgement with regard to certain key inputs like
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- Evaluating management's assessment in
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future cashflows, discount rates, terminal growth rate,
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determination of ECL.
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economic factors, etc. incorporated in the valuation.
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- Testing the arithmetical accuracy of the
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Further, in respect of the aforementioned loans and
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computations including those related to discounted
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guarantees, the Company applies the principles of Ind
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cash flows.
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AS 109 "Financial Instruments” to determine whether
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any provision for expected credit losses ('ECL') is
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- Assessing the adequacy of related disclosures in the
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required, considering the expected manner of recovery
over a period and other variables considered in the
ECL model.
We considered this to be a key audit matter due
to significant management judgement involved in
estimating of the recoverable amount.
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standalone financial statements.
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Assessment of recoverability of Deferred Tax
Assets (Refer note 23A to the standalone financial
statements)
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Our audit procedures included:
- Understanding and evaluating the design and
testing the operating effectiveness of relevant
controls relating to recognition and assessment of
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The Company has recognised deferred tax assets
amounting to ? 19 crores as at March 31, 2025, on
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recoverability of deferred tax assets.
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business losses/unabsorbed depreciation and other
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- Assessing the appropriateness of the Company's
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temporary differences, based on its assessment of
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accounting policy in respect of recognising deferred
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recoverability considering the Company's projected
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tax assets on business losses/unabsorbed
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future taxable income, in accordance with Ind AS 12
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depreciation and temporary differences.
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"Income Taxes”.
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- Verifying the calculation of net deferred tax
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We have considered this as a key audit matter due to
uncertainties and significant judgment required by
the Management in preparation of projected future
taxable income considering the future business plan
and underlying assumptions such as sales growth rate,
EBITDA, etc.
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asset recognised as at the year-end, including the
mathematical accuracy of the underlying
projections.
- Evaluating the judgments and assumptions made by
the Management in determining the projected future
taxable income for reasonableness.
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- Performing sensitivity analysis on the projected
future taxable profits by varying the key
assumptions within a reasonable range.
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- Assessing the adequacy of disclosures made in the
standalone financial statements.
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Other Information
7. 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
standalone 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 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 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.
When we read the Annual Report, if we
conclude that there is a material misstatement
therein, we are required to communicate the
matter to those charged with governance and
take appropriate action as applicable under the
relevant laws and regulations.
Responsibilities of management and those
charged with governance for the standalone
financial statements
8. 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 standalone financial statements that
give a true and fair view of the financial position,
financial performance, 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 standalone financial
statements that give a true and fair view and
are free from material misstatement, whether
due to fraud or error.
9. In preparing the standalone financial statements,
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 Board of
Directors either intends to liquidate the
Company or to cease operations, or has no
realistic alternative but to do so.
10. 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
11. 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 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 standalone
financial statements.
12. As part of an audit in accordance with SAs,
we exercise professional judgement 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
controls with reference to financial
statements in place and the operating
effectiveness of such controls.
- Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related
disclosures made by management.
- Conclude on the appropriateness of
management's use of the going concern
basis of accounting and, based on the audit
evidence obtained, whether a material
uncertainty exists related to events or
conditions that may cast significant
doubt on the Company's ability to continue
as a going concern. If we conclude that
a material uncertainty exists, we are
required to draw attention in our 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
manner that achieves fair presentation.
13. 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.
14. 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.
15. From the matters communicated with those
charged with governance, we determine those
matters that were of most significance in the
audit of the standalone financial statements
of the current year and are therefore the key
audit matters. We describe these matters in our
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
16. 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 B a statement on the matters specified
in paragraphs 3 and 4 of the Order, to the extent
applicable.
17. 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 backup of certain books of account and
other books and papers maintained in
electronic mode has not been maintained
on a daily basis on servers physically located
in India during the year and the matters
stated in paragraph 17(h)(vi) below on
reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as
amended).
(c) The Standalone Balance Sheet, the
Standalone Statement of Profit and Loss
(including other comprehensive loss), the
Standalone Statement of Changes in Equity
and the Standalone Statement of Cash Flows
dealt with by this Report are in agreement
with the books of account.
(d) In our opinion, the aforesaid standalone
financial statements comply with the 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) With respect to the maintenance of accounts
and other matters connected therewith,
reference is made to our remarks in
paragraph 17(b) above.
(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 A”.
(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 standalone financial
statements - Refer Note 37 to the
standalone financial statements;
(ii) The Company was not required to
recognise a provision as at March 31,
2025, under the applicable law or Indian
Accounting Standards, as it does not
have any material foreseeable losses on
long-term contract. The Company did
not have any long-term derivative
contracts as at March 31, 2025.
(iii) There has been no delay in transferring
amounts, required to be transferred, to
the Investor Education and Protection
Fund by the Company during the year.
(iv) (a) The management has represented
that, to the best of its knowledge
and belief, 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
(Refer Note 8(a) to the standalone
financial statements);
(b) The management has represented
that, to the best of its knowledge
and belief, 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 (Refer Note 18(vii) to
the standalone financial
statements); and
(c) Based on such audit procedures
that we 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
(a) and (b) contain any material
misstatement.
(v) The Company has not declared or paid
any dividend during the year.
(vi) Based on our examination, which
included test checks, the Company has
used multiple accounting software for
maintaining its books of account
which has a feature of recording
audit trail (edit log) facility and that
has operated throughout the year for
all relevant transactions recorded in the
software, except for the following:
(i) in respect of the core accounting
software, the audit trail feature is
not maintained in case of
modification by certain users with
specific access at application level and also, in case for direct database changes;
(ii) one accounting software does not have the feature of recording audit trail;
During the course of performing our procedures, other than the aforesaid instances of audit trail not
maintained where the question of our commenting does not arise, we did not notice any instance of
audit trail feature being tampered with. Further, the audit trail, to the extent maintained in the prior
year, has been preserved by the Company as per the statutory requirements for record retention.
18. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals
mandated by the provisions of Section 197 read with Schedule V to the Act except for managerial
remuneration aggregating to ?6 crores. As stated in the note 47 (D) to the standalone financial statements,
the Company proposes to seek the necessary approval of the shareholders by way of a special resolution in
the ensuing Annual General Meeting
For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Sachin Parekh
Partner
Membership Number: 107038
UDIN: 25107038BMOZGH2594
Mumbai
May 16, 2025
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