Independent Auditor’s Report

To the shareholder of Bank of Baroda (New Zealand) Limited

Report on the audit of the disclosure statement

Opinion
In our opinion, the accompanying financial statements We have audited the accompanying financial
(excluding supplementary information relating to statements and supplementary information (excluding
Capital Adequacy and Regulatory Liquidity supplementary information relating to Capital
Requirements) of Bank of Baroda (New Zealand) Adequacy and Regulatory Liquidity Requirements)
Limited (the ‘Bank’) on pages 37 to 74: which comprise:
i. give a true and fair view of the Bank’s financial — the statement of financial position as at 31 March
position as at 31 March 2024 and its financial 2024;
performance and cash flows for the year ended on
that date; and
— the statements of comprehensive income,
changes in equity and cash flows for the year
ii. comply with New Zealand Generally Accepted then ended;
Accounting Practice, which in this instance means
New Zealand Equivalents to International Financial
— notes, including material accounting policy
information and other explanatory information;
Reporting Standards (‘NZIFRS’) and International
and
Financial Reporting Standards.
In our opinion, the supplementary information — the information that is required to be disclosed in
(excluding supplementary information relating to accordance with Schedules 4, 7, 13, 14, 15 and
Capital Adequacy and Regulatory Liquidity 17 of the Order.
Requirements) that is required to be disclosed in
accordance with Schedules 4, 7, 13, 14, 15 and 17 of
the Registered Bank Disclosure Statements (New
Zealand Incorporated Registered Banks) Order 2014
(as amended) (the ‘Order’) and is included within
notes 33 and 34 of the disclosure statement:
i. presents fairly the matters to which it relates;
ii. is disclosed in accordance with those schedules;
and
iii. has been prepared, in all material respects, in
accordance with any conditions of registration
relating to the disclosure requirements, imposed
under section 74(4)(c) of the Banking (Prudential
Supervision) Act 1989.

Basis for Opinion

We conducted our Audit in accordance with International Standards on Auditing (New Zealand) (‘ISA’s (NZ)’). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Bank in accordance with Professional and Ethical Standard 1 International Code of Ethics
for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the New
Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards) (‘IESBA

© 2024 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
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Code’), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA
Code.
Our responsibilities under ISA (NZ) are further described in the auditor’s responsibilities for the audit of the financial
statements (excluding supplementary information relating to Capital Adequacy and Regulatory Liquidity
Requirements) section of our report.
Our firm has also provided other services to the Bank in relation to review of the Bank’s half-year Disclosure Statement
and audit of the Bank’s Group Reporting Package for the year ended 31 March 2024. Subject to certain restrictions,
partners and employees of our firm may also deal with the Bank on normal terms within the ordinary course of trading
activities of the business of the Bank. These matters have not impaired our independence as auditor of the Bank. The
firm has no other relationship with, or interest in, the Bank.

Material uncertainty related to going concern

We draw attention to Note 1 in the financial statements, which indicates that the Bank’s parent company, Bank of
Baroda, India, has expressed an intention to divest or close the operations of Bank of Baroda (New Zealand) Limited
as a part of rationalisation of global presence. As stated in Note 1, these events or conditions, along with other
matters as set forth in Note 1, indicate that a material uncertainty exists that may cast significant doubt on the Bank’s
ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Materiality
The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the nature,
timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and on the
financial statements as a whole. The materiality for the financial statements as a whole was set at $521,000
determined with reference to a benchmark of the Bank’s Net Assets. We chose the benchmark because, in our view,
this is a key measure of the Bank’s financial strength.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements in the current period. Except for the matter described in the material uncertainty related to going
concern, we summarise below those matters and our key audit procedures to address those matters in order that the
shareholder as a body may better understand the process by which we arrived at our audit opinion. Our procedures
were undertaken in the context of and solely for the purpose of our statutory audit opinion on the financial statements
as a whole and we do not express discrete opinions on separate elements of the financial statements

The key audit matter How the matter was addressed in our audit
Provision for credit impairment (31 March 2024: $525,000)

Refer to Note 5 to the disclosure Our audit procedures included:

statement.
• Testing key controls relating to the Bank’s lending, credit review
The expected credit loss (‘ECL’) and loan monitoring processes, including testing the approval of
provision is a key audit matter owing new lending facilities and review of the provision for credit
to the financial significance of loans impairment calculation.
and advances and the high degree of
judgement and complexity involved in • Provisions for loans identified as impaired (individual provisions)
estimating the provision. Determining high risk criteria that could indicate a loan is at
higher risk of being individually impaired, which included those

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The key audit matter How the matter was addressed in our audit
Current economic disruption increases loans with high credit risk due to internal factors specific to the
the level of judgement and complexity borrower.
in respect of assessing the impact on
Using these high risk criteria, selecting a sample of loans for
the ability of borrowers to repay their
testing and performing an independent assessment of whether
loan obligations, security valuation and
the loan should have a provision for impairment based on the
the underlying assumptions used to
borrowers’ payment history and security valuation.
estimate these.
• Provision estimated for the loan portfolio as a whole (collective
There is judgement involved in
provisioning)
identifying whether a loan is
individually impaired, and if We involved our technical specialists to develop an alternative
recognised, further judgement with the comparison ECL model using the observable industry data
assessment of expected future cash relating to the probability of default and loss given default. The
flows, principally derived from collective provision derived from the alternative comparison ECL
estimating the timing and proceeds model was compared to the Bank’s collective provision to assess
from the future sale of the property if the Bank’s collective provision is within an acceptable range.
securing the loans.
• Assessing the Bank’s significant accounting policies and
For the provision of non-impaired disclosures in the financial statements against the requirements
loans, judgement is required to of the accounting standards.
incorporate a forward-looking
economic view in the estimation of the
collective provision and the probability
of default (‘PD’) in the future and the
amount of loss given default (‘LGD’).

Other information
The Directors, on behalf of the Bank, are responsible for the other information included in the Bank’s disclosure
statement. Other information includes the information required to be included in the Disclosure Statement in
accordance with Schedule 2 of the Order on pages 1 to 26 that accompanies the financial statements, and the
supplementary information relating to Capital Adequacy and Regulatory Liquidity Requirements. Our opinion on the
disclosure statement does not cover any other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the disclosure statement our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the disclosure statement or our knowledge
obtained in the audit or otherwise appears materially misstated. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.

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Responsibilities of Directors for the financial statements
and supplementary information (excluding supplementary
information relating to Capital Adequacy and Regulatory
Liquidity Requirements)
The Directors, on behalf of the Bank, are responsible for:
— the preparation and fair presentation of the financial statements in accordance with Clause 24 of the Order,
NZIFRS and International Financial Reporting Standards;
— the preparation and fair presentation of supplementary information (excluding the supplementary information
relating to Capital Adequacy and Regulatory Liquidity Requirements), in accordance with Schedules 2, 4, 7, 13,
14, 15 and 17 of the Order;
— implementing necessary internal control to enable the preparation of financial statements that are fairly
presented and free from material misstatement, whether due to fraud or error; and
— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless they either intend to liquidate or to cease
operations or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial

statements and supplementary information (excluding
supplementary information relating to Capital Adequacy
and Regulatory Liquidity Requirements)
Our objective is:
— to obtain reasonable assurance about whether the disclosure statement, including the financial statements
prepared in accordance with Clause 24 of the Order, and supplementary information (excluding the
supplementary information relating to Capital Adequacy and Regulatory Liquidity Requirements), in accordance
with Schedules 4, 7, 13, 14, 15 and 17 of the Order as a whole is 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
ISA’s (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They 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 this financial
statements.
A further description of our responsibilities for the audit of these financial statements is located at the External
Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-2/
This description forms part of our independent auditor’s report.

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The engagement partner on the audit resulting in this independent auditor’s report is John Kensington.
For and on behalf of

KPMG
Auckland
25 June 2024

33
Independent Limited Assurance
Report to the shareholder of
Bank of Baroda (New Zealand)
Limited
Conclusion on the supplementary information relating to Capital
Adequacy and Regulatory Liquidity Requirements
Based on our limited assurance conclusion, which is We have reviewed the supplementary information
not a reasonable assurance engagement or audit, relating to Capital Adequacy and Regulatory
nothing has come to our attention that would lead us to Liquidity Requirements, as disclosed in notes 33
believe that the supplementary information relating to and 34 of the disclosure statement for the year
Capital Adequacy and Regulatory Liquidity ended 31 March 2024. The supplementary
Requirements, disclosed in notes 33 and 34 to the information relating to Capital Adequacy and
disclosure statement, is not, in all material respects Regulatory Liquidity Requirements comprises the
disclosed in accordance with Schedule 9 of the information that is required to be disclosed in
Registered Bank Disclosure Statements (New Zealand accordance with Schedule 9 of the Order.
Incorporated Registered Banks) Order 2014 (as
amended) (the ‘Order’).

Standards we followed
We conducted our limited assurance engagement in accordance with International Standard on Assurance
Engagements (New Zealand) 3000 (Revised) Assurance Engagements other than audits or reviews of historical
financial information and Standard on Assurance Engagements SAE 3100 (Revised) Assurance Engagements on
Compliance. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
conclusion. In accordance with those standards:

‒ used our professional judgement to plan and perform the engagement to obtain limited assurance that the
supplementary information relating to Capital Adequacy and Regulatory Liquidity Requirements is free from
material misstatement and non-compliance, whether due to fraud or error;

‒ considered relevant internal controls when designing our assurance procedures, however we do not express a
conclusion on the effectiveness of these controls; and

‒ ensured that the engagement team possess the appropriate knowledge, skills and professional competencies.

© 2024 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved.
34
How to interpret limited assurance and material misstatement and
non-compliance
In a limited assurance engagement, the assurance practitioner performs procedures, primarily consisting of
discussion and enquiries of management and others within the entity, as appropriate, and observation and walk-
throughs, and evaluates the evidence obtained. The procedures selected depend on our judgement, including
identifying areas where the risk of material misstatement and non-compliance with Schedule 9 of the Order is likely to
arise.
The procedures performed in a limited assurance engagement vary in nature and timing from and are less in extent
than for a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance
engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance
engagement been performed.
Misstatements, including omissions, within the supplementary information relating to Capital Adequacy and
Regulatory Liquidity Requirements and non-compliance are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the relevant decisions of the intended users taken on the basis of the
supplementary information relating to Capital Adequacy and Regulatory Liquidity Requirements.

Inherent Limitations
Because of the inherent limitations of an assurance engagement, together with the internal control structure it is
possible that fraud, error or non-compliance with compliance requirements may occur and not be detected.
A limited assurance engagement for the year ended 31 March 2024 does not provide assurance on whether
compliance with the with Schedule 9 of the Order will continue in the future.

Restriction of distribution and use

Our report is made solely for Bank of Baroda (New Zealand) Limited. Our assurance work has been undertaken so
that we might state to Bank of Baroda (New Zealand) Limited those matters we are required to state to them in the
assurance report and for no other purpose. We consent to the Reserve Bank of New Zealand (“RBNZ”) receiving a
copy of our report. No other third party is intended to receive our report.
Our report should not be regarded as suitable to be used or relied on by any third parties other than Bank of Baroda
(New Zealand) Limited and the RBNZ (“Recipients”) for any purpose or in any context. Any other party who obtains
access to our report or a copy thereof and chooses to rely on our report (or any part thereof) will do so at its own risk.
Our report is released to the Recipients on the basis that it shall not be copied, referred to or disclosed, in whole or in
part, without our prior written consent.
To the fullest extent permitted by law, none of KPMG, any entities directly or indirectly controlled by KPMG, or any of
their respective members or employees accept or assume any responsibility and deny all liability to any party other
than Bank of Baroda (New Zealand) Limited for our work, for this independent limited assurance report, and/or for the
conclusions we have reached.

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Director’s responsibility for the supplementary information
relating to Capital Adequacy and Regulatory Liquidity
Requirements
The Directors are responsible for the preparation of supplementary information relating to Capital Adequacy and
Regulatory Liquidity Requirements that is required to be disclosed in accordance with Schedule 9 of the Order, which
the Directors have determined to meet the needs of the recipients. This responsibility includes such internal control
as the Directors determine is necessary to enable the preparation of the supplementary information relating to Capital
Adequacy and Regulatory Liquidity Requirements that is free from material misstatement and non-compliance
whether due to fraud or error.

Our responsibility
Our responsibility is to express a conclusion to Bank of Baroda (New Zealand) Limited on whether anything has
come to our attention that the supplementary information relating to Capital Adequacy and Regulatory Liquidity
Requirements has not, in all material respects, been prepared in accordance with Schedule 9 of the Order for the
year ended 31 March 2024.

Our independence and quality control

We have complied with the independence and other ethical requirements of Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (Including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Board, which is founded on fundamental
principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.
The firm applies Professional and Ethical Standard 3, which requires the firm to design, implement and operate a
system of quality management including policies or procedures regarding compliance with ethical requirements,
professional standards and applicable legal and regulatory requirements.
Our firm has also provided other services to Bank of Baroda (New Zealand) Limited (the ‘Bank’) in relation to review
of the Bank’s half-year Disclosure Statement and audit of the Bank’s Group Reporting Package for the year ended 31
March 2024. Subject to certain restrictions, partners and employees of our firm may also deal with the Bank on
normal terms within the ordinary course of trading activities of the business of the Bank. These matters have not
impaired our independence as assurance providers of the Bank for this engagement. The firm has no other
relationship with, or interest in, the Bank.

KPMG
Auckland
25 June 2024

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