About this certificate

This certificate reports whether a company has complied with the covenants in its debenture trust deed and memorandum, for a half year. It goes to the debenture trustee. It is drafted to the illustrative format in the ICAI Handbook on Certificates by Chartered Accountants (October 2025), Annexure III.

What it certifies

Nothing positively. It concludes that nothing has come to your attention to make you believe the company is not in compliance with the covenants — a limited-assurance conclusion, stated negatively.

That is a deliberately modest assertion, and the format is unusually explicit about its limits.

The auditor who is not auditing

This is the only format in the handbook that is both an Auditor's certificate and a limited-assurance one. You have audited the accounts; this is not that audit.

Paragraph 7 says so outright:

your scope of work did not involve performing audit tests for the purpose of expressing an opinion on the fairness or accuracy of any financial information or the financial results taken as a whole, and accordingly no such opinion is expressed.

And the procedure that says you did nothing

Procedure (e) is printed as work performed, and it reads:

for the covenants other than those mentioned above, reliance was placed on management's representation and confirmation, and no independent procedures were performed in that regard.

What is verified, and what is not printed

The procedures name what was obtained and verified — Net Debt/Equity, Net Debt/EBITDA, Net Assets/Total Debt, EBITDA, the credit rating, the repayment schedule — but print none of the figures.

So OptiVida does not ask for them. What it asks for is what the certificate actually prints: the period EBITDA was computed for, the rating agency, and the period over which no sums fell due.

One Statement per tranche

Companies often have more than one tranche of debentures, governed by different memoranda. The certificate encloses:

The Annexure

A cover page naming every tranche.

Statement I

The covenants for the tranches reported there — typically those under an Information Memorandum.

Statement II

The same, for tranches under a Placement Memorandum.

One covenant list, two Statements

You enter every covenant once, saying which Statement reports it and which heading it prints under. The Statements do the splitting.

The headings are the handbook's:

• A. Amount of debentures, and the covenant to pay principal and interest
• B. Negative covenants — what the company may not do without the trustee's consent
• C. Information covenants — what it must supply to the trustee
• and a second table beneath for memorandum covenants other than the above, such as an ownership covenant