1. We have audited the accompanying standalone financial statements of Suzlon Energy Limited (‘the Company’), whichcomprise the Standalone Balance Sheet as at 31 March 2025, the Standalone Statement of Profit and Loss (including OtherComprehensive Income), the Standalone Statement of Cash Flow and the Standalone Statement of Changes in Equity forthe year then ended, and notes to the standalone financial statements, including material accounting policy informationand other explanatory information, in which are included the returns for the year ended on that date audited by the branchauditors of the Company’s branches located at the Federal Republic of Germany and the Kingdom of Netherlands.
2. In our opinion and to the best of our information and according to the explanations given to us, and based on the considerationof the reports of the branch as referred to in paragraph 16 below, the aforesaid standalone financial statements give theinformation required by the Companies Act, 2013 (‘the Act’) in the manner so required and give a true and fair view inconformity with the Indian Accounting Standards (‘Ind AS’) specified under section 133 of the Act read with the Companies(Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state ofaffairs of the Company as at 31 March 2025, and its profit (including other comprehensive income), its cash flows and thechanges in equity for the year ended on that date.
3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Ourresponsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the standalonefinancial statements section of our report. We are independent of the Company in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants of India (‘ICAI’) together with the ethical requirements that are relevantto our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we havefulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe thatthe audit evidence we have obtained together with the audit evidence obtained by the branch, in terms of their reportsreferred to in paragraph 16 of the Other Matter section below is sufficient and appropriate to provide a basis for our opinion.
4. We draw attention to Note 1 to the accompanying standalone financial statements, which describes that pursuant to theScheme of Amalgamation (the ‘Scheme’) between the Company and its erstwhile wholly-owned subsidiary, namely, SuzlonGlobal Services Limited (referred to as ‘Transferor Company’), as approved by the Hon’ble National Company Law Tribunalvide order dated 8 May 2025, the Transferor Company has been amalgamated with the Company with effect from appointeddate of 15 August 2024. The Company has given accounting effect to the business combination in accordance with theScheme and the accounting principles prescribed under Appendix C of Ind AS 103, Business Combinations, applicable tocommon control business combinations. Accordingly, the comparative financial information for the year ended 31 March2024 has been restated in the accompanying standalone financial statements from the beginning of the earliest periodpresented, being 01 April 2023. Our opinion is not modified in respect of the above matter.
5. Key audit matters are those matters that, in our professional judgment, and based on the consideration of the reports ofthe branch auditors as referred to paragraph 16 below, were of most significance in our audit of the standalone financialstatements of the current year. These matters were addressed in the context of our audit of the standalone financialstatements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
6. We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter
How our audit addressed the key audit matter
Impairment assessment of investment in equity shares
Our audit procedures in relation to assessment of the
of and Inter Corporate Deposits given to SE Forge
recoverable amount of investments and Inter Corporate
Limited
Deposits included, but were not limited to, the following:
As described in Note 9 and Note 11 to the standalone
• Obtained an understanding of management’s impairment
financial statements, carrying value of investment in
assessment process and evaluated the design and tested
equity shares of, and Inter Corporate Deposits given to SE
the operating effectiveness of internal controls over such
Forge Limited (SEFL) as at 31 March 2025 amounted to
process
? 290.73 crores and ? 118.97 crores respectively, net off
• Obtained the impairment analysis carried out by the
impairment losses of ? 754.23 crores. Refer Note 2.3(q)for the related material accounting policy information.
management including report of external valuation expert• Assessed the professional competence and objectivity of
The management has noted impairment indicators as
the external valuation expert engaged by management
Company’s share in net asset of SEFL is lower than the
• Assessed the methodology used by the management to
carrying value of investment in and Inter Corporate
estimate the recoverable value of investment in and Inter
Deposits given as at 31 March 2025.
Corporate Deposits
The recoverable amount of the investment in and Inter
• Engaged auditor’s expert to assess appropriateness of
Corporate Deposits are assessed based on assumptions
valuation methodology used by the management and
that require the management to exercise their judgment
reasonableness of valuation assumptions used
such as future expected revenue, future expected
• Traced the projected cash flows to approved business plans
revenue growth rate, gross margins, future cash flows,
and critically challenged underlying assumptions such as
determination of historical trends and the most appropriate
future expected revenue, future expected revenue growth
discount rate. As a result of such impairment testing, the
rate, terminal growth rate and gross margins basis our
Company recorded a total impairment of ? 754.23 croresagainst these investments in earlier years.
understanding of business and market conditions• Tested the arithmetical accuracy and sensitivity analysis
Considering the materiality of the amounts and significant
performed by management of key assumptions such as
degree of judgement and subjectivity involved in the
discount and growth rates and
estimates and key assumptions used by the management in
• Assessed the appropriateness of disclosures made in the
determining recoverable amount of aforesaid investments
standalone financial statements in accordance with the
and Inter Corporate Deposits, we have considered thismatter as a key audit matter for current year’s audit.
requirements of applicable Indian Accounting Standards.
Recoverability of trade receivables and other financial
Our audit procedures in relation to recoverability of trade
assets: Power evacuation infrastructure receivables (‘PE
receivables and other financial assets included, but were not
receivables’).
limited to, the following:
As described in Note 10 and Note 12 to the standalone
• Obtained an understanding of the process of estimating
financial statements, the Company has trade receivables
recoverability and allowance for impairment of trade
(net) of ? 3,682.90 crores and PE receivables (net) of
receivables and PE receivables as per Ind AS 109
? 41.12 crores respectively as on 31 March 2025. Refer
• Evaluated the design and tested the operating effectiveness
Note 2.3(q) for the related material accounting policy
of the internal controls implemented over the aforesaid
information.
process.
The Company recognises loss allowance for trade
• Assessed reasonableness of the method, assumptions
receivables and other financial assets as per the expected
and judgements used by the management with respect
credit loss (‘ECL’) principles enunciated under Ind AS 109,
to recoverability and determination of the allowance for
Financial Instruments (‘Ind AS 109’). Assessment of the
impairment of trade receivables and PE receivables
recoverability of trade receivables and other financial
• Tested, on sample basis, the key input data used in the
assets is inherently subjective and requires significant
provisioning model by the Company such as repayment
management judgement which includes consideration of
history, terms of underlying arrangements, ageing of
repayment history and financial position of entities fromwhom these balances are recoverable, terms of underlying
outstanding balances, etc., basis underlying records
arrangements, overdue balances, market conditions etc.
• Obtained balance confirmation for selected samples andverified the reconciliation for differences, if any for the
Considering the materiality of the amounts involved and
confirmations received
the high estimation uncertainty related to the risk that trade
• Obtained management’s assessment of recoverability and
receivables and PE receivables may not be recoverable,
adequacy of ECL allowance with respect to specific overdue
we have considered this matter as a key audit matter forcurrent year’s audit.
trade receivables and PE receivables
• Tested subsequent settlement of selected trade receivablesafter the Balance Sheet date
• Assessed the appropriateness of disclosures made in thestandalone financial statements in accordance with therequirements of applicable Indian Accounting Standards.
Recognition and recoverability of deferred tax assets
As detailed in note 32 to the accompanying standalonefinancial statements, the Company has deferred tax assets(net) aggregating to 638.05 crore as at 31 March 2025recognised during the current year. Refer Note 2.3(f) forthe related material accounting policy information.
The Company’s ability to recover the said deferred taxassets is assessed by the management at the close ofeach reporting period which depends on the forecastsof the future results and taxable profits that the Companyexpects to earn within the period by which such broughtforward losses, unabsorbed depreciation can be adjustedagainst the taxable profits as governed by the Income-taxAct, 1961.
The determination of projected future taxable profitsis inherently subjective and requires significantmanagement judgement to be exercised with respect tokey assumptions such as future growth rates and marketand economic conditions, including expected favourableindustry-focused trade policies. Any significant change inthese assumptions could have a material impact on thecarrying value of deferred tax assets.
We have identified the recognition and recoverabilityof deferred tax assets on carried forward tax losses,unabsorbed depreciation as a key audit matter forthe current year audit considering the materiality ofthe amounts, complexities and significant judgementsinvolved, as described above.
Our audit procedures in relation to the recoverability of deferred
tax assets included, but were not limited to, the following:
• Evaluated the design and tested the operating effectivenessof key controls implemented by the Company overrecognition and recoverability of deferred tax assetsbased on the assessment of Company’s ability to generatesufficient taxable profits in foreseeable future allowing theuse of deferred tax assets within the time prescribed byincome tax laws
• Reconciled the future business projections with approvedbusiness plans of the Company
• Tested the assumptions used in the aforesaid futureprojections such as growth rates, expected saving, increasedutilisation of plants, etc. considering our understanding ofthe business, actual historical results, other relevant existingconditions, external data and market conditions
• Tested the arithmetical accuracy of the calculationsincluding those related to sensitivity analysis performed bythe management
• Performed independent sensitivity analysis to test theimpact of possible variations in key assumptions
• Reviewed the historical accuracy of the cash flow projectionsprepared by the management in prior periods
• Evaluated management’s assessment of time periodavailable for adjustment of such deferred tax assets as perprovisions of the Income tax Act, 1961 and appropriatenessof the accounting treatment with respect to the recognitionof deferred tax assets as per requirements of Ind AS 12,Income Taxes
• Evaluated the appropriateness and adequacy of thedisclosures made in the standalone financial statements inrespect of deferred tax assets in accordance with applicableaccounting standards
Valuation and accounting of Employee Stock OptionPlan (ESOP)
Refer Note 2.3(p) and Note 27 to the accompanyingstandalone financial statements for the material accountingpolicy information on share-based payments and relevantdetails of share-based payment expenses incurred duringthe year.
The Company has framed an ESOP scheme for itsemployees approved by the shareholders of the Companyunder which the Company pays remuneration to itsemployees for their services in the form of equity-settledshare-based payments.
In accordance with the principles of Ind AS 102, ShareBased Payment (Ind AS 102), the fair value of theaforesaid employee stock options granted under suchscheme determined on the grant date is recognised asan employee benefits expense with a correspondingincrease in equity over the vesting period.
Our audit procedures in relation to valuation and accounting of
share-based payment expenses included, but were not limited
to, the following:
• Obtained an understanding of the terms and conditions ofthe Company’s Employee Stock Option Plans
• Evaluated the design and tested the operating effectivenessof internal controls implemented by management relating toaccounting and valuation of share-based payments
• Assessed appropriateness of accounting policy adopted bythe Company in accordance with the requirements of IndAS 102
• Inspected approvals from appropriate authority for grant ofoptions during the current year
• Evaluated professional competence and objectivity ofvaluation experts hired by the management for fair valuation
• Reviewed the report from valuation expert engaged bymanagement for options granted during current year andtested the same for mathematical accuracy
The fair value is measured by external valuation expertsusing Black-Scholes valuation model which requiresmanagement to make certain key assumptions includingexpected volatility, dividend yield, risk-free interest rate,performance factor, attrition rate and non-acceptancefactors. Further, the number of options expected to vestis based on management’s estimation of achievement ofspecified non-market performance based conditions.
Considering significant management judgment andestimates involved as described above, this matter wasconsidered as a key audit matter for current year’s audit.
• Assessed reasonableness of the valuation model,assumptions and estimates used in arriving at fair valueincluding expected volatility, dividend yield, risk-free interestrate, etc., by engaging auditor’s valuation experts, andfurther evaluated management’s estimation of achievementof specified non-market performance conditions basis ourunderstanding of the business and market conditions
• Evaluated appropriateness of disclosures made instandalone financial statements with respect to share basedpayments in accordance with applicable Indian AccountingStandards
7. The Company’s Board of Directors are responsible for the other information. The other information comprises the informationincluded 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 formof assurance conclusion thereon.
I n connection with our audit of the standalone financial statements, our responsibility is to read the other informationidentified above when it becomes available and, in doing so, consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required tocommunicate the matter to those charged with governance.
8. The accompanying standalone financial statements have been approved by the Company’s Board of Directors. TheCompany’s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to thepreparation and presentation of these standalone financial statements that give a true and fair view of the financialposition, financial performance including other comprehensive income, changes in equity and cash flows of the Companyin accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted inIndia. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of theAct for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selectionand 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 forensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of thestandalone financial statements that give a true and fair view and are free from material misstatement, whether due tofraud or error.
9. In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company’s abilityto continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concernbasis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or hasno realistic alternative but to do so.
10. The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
11. Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole arefree 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 withStandards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud orerror and are considered material if, individually or in the aggregate, they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.
12. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exerciseprofessional judgment and maintain professional skepticism throughout the audit. We also:
Ý Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud orerror, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,or the override of internal control;
Ý Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriatein the circumstances. Under section 143(3)(i) of the Act we are also responsible for expressing our opinion on whetherthe Company has adequate internal financial controls with reference to standalone financial statements in place andthe operating effectiveness of such controls;
Ý Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by management;
Ý Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significantdoubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we arerequired to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, ifsuch disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained upto the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continueas a going concern;
Ý 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 thatachieves fair presentation and
Ý Obtain sufficient appropriate audit evidence regarding the business activities and standalone financial statements ofthe Company which includes financial information of its branches to express an opinion on the standalone financialstatements. We are responsible for the direction, supervision and performance of the audit of standalone financialstatements of the Company, of which we are the independent auditors. For the branches, included in the standalonefinancial statements, which have been audited by the branch auditors, such branch auditors remain responsible forthe direction, supervision and performance of the audits carried out by them. We remain solely responsible for ouraudit opinion.
13. We communicate with those charged with governance regarding, among other matters, the planned scope and timingof the audit and significant audit findings, including any significant deficiencies in internal control that we identify duringour audit.
14. We also provide those charged with governance with a statement that we have complied with relevant ethical requirementsregarding independence, and to communicate with them all relationships and other matters that may reasonably be thoughtto 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 mostsignificance in the audit of the standalone financial statements of the current year and are therefore the key auditmatters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about thematter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our reportbecause the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefitsof such communication.
16. We did not audit the annual financial statements of two branches included in the standalone financial statements of theCompany whose annual financial statements reflects total assets of ? 68.33 crores as at 31 March 2025, total revenues of? 130.01 crores and net cash inflows of ? 2.67 crores for the year ended on that date. These annual financial statementshave been audited by the branch auditors whose reports have been furnished to us by the management, and our opinionon the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of thesebranches, and our report in terms of sub-section (3) of section 143 of the Act in so far as it relates to the aforesaid branches,is based solely on the report of such branch auditors.
Further, these branches, are located outside India whose annual financial statements and other financial informationhave been prepared in accordance with accounting principles generally accepted in their respective countries and whichhave been audited by branch auditors under generally accepted auditing standards applicable in India. The Company’smanagement has converted the financial statements of such branches from accounting principles generally acceptedin their respective countries to accounting principles generally accepted in India. We have audited these conversionadjustments made by the Company’s management. Our opinion on the standalone financial statements, in so far as itrelates to the amounts and disclosures included in respect of such branches is based on the report of branch auditors andthe conversion adjustments prepared by the management of the Company and audited by us.
Our opinion above on the standalone financial statements, and our report on other legal and regulatory requirementsbelow, are not modified in respect of the above matters with respect to our reliance on the work done by and the reportsof the branch auditors.
17. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to itsdirectors during the year in accordance with the provisions of and limits laid down under section 197 read with ScheduleV to the Act.
18. As required by the Companies (Auditor’s Report) Order, 2020 (‘the Order’) issued by the Central Government of India interms of section 143(11) of the Act we give in the Annexure I, a statement on the matters specified in paragraphs 3 and 4of the Order, to the extent applicable.
19. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, and on the considerationof the reports of the branch auditors as referred to in paragraph 16 above, 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 beliefwere necessary for the purpose of our audit of the accompanying standalone financial statements;
b) I n our opinion, proper books of account as required by law have been kept by the Company so far as it appears fromour examination of those books and proper returns adequate for the purposes of our audit have been received from thebranches not visited by us except for the matters stated in paragraph 19 (i) (vi) below on reporting under Rule 11(g) ofthe Companies (Audit and Auditors) Rule, 2014 (as amended). Further, the back-up of the books of accounts and otherbooks and papers of the Company maintained in electronic mode has been maintained on servers physically located inIndia, on a daily basis;
c) The reports on the accounts of the branch offices of the Company audited under section 143(8) of the Act by thebranch auditors have been sent to us and have been properly dealt with by us in preparing this report;
d) The standalone financial statements dealt with by this report are in agreement with the books of account and withthe returns received from the branches not visited by us;
e) I n our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 ofthe Act;
f) On the basis of the written representations received from the directors and taken on record by the Board of Directors,none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of section 164(2)of the Act;
g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated inparagraph 19(b) above on reporting under section 143(3)(b) of the Act and paragraph 19 (i) (vi) below on reportingunder Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);
h) With respect to the adequacy of the internal financial controls with reference to standalone financial statements ofthe Company as on 31 March 2025 and the operating effectiveness of such controls, refer to our separate report inAnnexure II wherein we have expressed an unmodified opinion; and
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 tothe explanations given to us and based on the consideration of the reports of the branch auditors as referred to inparagraph 16 above:
i. The Company as detailed in note 39 to the standalone financial statements, has disclosed the impact of pendinglitigations on its financial position as at 31 March 2025;
ii. The Company did not have any long-term contracts including derivative contracts for which there were anymaterial foreseeable losses as at 31 March 2025;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fundby the Company during the year ended 31 March 2025;
iv. a. The management has represented that, to the best of its knowledge and belief, as disclosed in note 47 (e)
to the standalone financial statements, no funds have been advanced or loaned or invested (either fromborrowed funds or securities premium or any other sources or kind of funds) by the Company to or in anyperson or entity, including foreign entities (‘the intermediaries’), with the understanding, whether recordedin writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in otherpersons or entities identified in any manner whatsoever by or on behalf of the Company (‘the UltimateBeneficiaries’) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;
b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 47(f) to the standalone financial statements, no funds have been received by the Company from any personor entity, including foreign entities (‘the Funding Parties’), with the understanding, whether recorded inwriting or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other personsor 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
c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances,nothing has come to our notice that has caused us to believe that the management representations undersub-clauses (a) and (b) above contain any material misstatement.
v. The Company has not declared or paid any dividend during the year ended 31 March 2025.
vi. As stated in Note 46.5 to the standalone financial statements and based on our examination which included test checks,the Company, in respect of financial year commencing on 1 April 2024, has used an accounting software for maintainingits books of account which has a feature of recording audit trail (edit log) facility and the same has been operatedthroughout the year for all relevant transactions recorded in the software except that the audit trail feature was notenabled at the database level for accounting software to log any direct data changes as described in Note 46.5 to thestandalone financial statements. Further, during the course of our audit we did not come across any instance of audittrail feature being tampered with, in respect of the accounting software where such feature is enabled. Furthermore,the audit trail has been preserved by the Company as per the statutory requirements for record retention.
For Walker Chandiok & Co LLP
Chartered Accountants
Firm’s Registration No.: 001076N/N500013
Rohit Arora
Partner
Membership No.: 504774
UDIN: 25504774BMIDMM3101
Place: Pune
Date: 29 May 2025