NTPC Green Energy Ltd Auditor Reports

To

The Members of NTPC Green Energy Limited

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying Standalone Financial Statements of NTPC Green Energy Limited ("the Company"), which comprise the Standalone Balance Sheet as at 31 March 2024, the Standalone Statement of Profit and Loss (including the Standalone Statement of Other Comprehensive Income), the Standalone 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 (hereinafter referred to as "Standalone Financial Statements"). 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 Standard) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements 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 Auditors 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 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 made 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 audit opinion on the Standalone Financial Statements.

Emphasis of Matter

We draw attention to the following matters in the notes to the Standalone Financial Statements:

1. Note No. 31(a) regarding obtaining periodic balance confirmations from parties. We note that no balance confirmation requests were sent to customers appearing under trade receivables and to certain other parties as on 31 December 2023. Some of such balances are subject to confirmation / reconciliation and adjustment, if any, will be accounted for on confirmation / reconciliation of the same.

2. Note No. 47(c) regarding entering into a lease deed on 19 February 2024 for 1,200 acres of land for a period of 33 years with Andhra Pradesh Industrial Infrastructure Corporation Limited ("APIIC") for development of the Green Hydrogen Hub in Andhra Pradesh whereas this land was earlier on lease with NTPC Limited ("holding company ") since year 2014 and APIIC now agreed for transfer of allotment in the name of Company. As per the approval of the Board of Directors of the holding company and of the Company, an amount of Rs. 1,006.82 Crore incurred by holding company till date was reimbursed by the Company to the holding company which includes down payment of lease charges of Rs. 728.46 Crore and various other charges, including interest on unpaid dues of land, GST on interest paid, restoration charges and various other amounts, aggregating to Rs. 278.36 crore. Entire amount reimbursed is shown under "Right of Use asset" as on 31 March 2024. Amortization of ROU commenced w.e.f. 19 February 2024 taking lease term as 33 years as useful life of underlying asset is not ascertainable at this stage.

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, 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. For matter below, description of how our audit addressed the matter is provided in that context. We have determined the matter described below to be the key audit matter to be communicated in our report.

Key Audit Matter	How our audit addressed the key audit matter
Impairment assessment of Property, Plant and Equipment (PPE)	- Read the Companys Material Accounting Policy with respect to impairment in accordance with Ind AS 36 "Impairment of Assets".
The Company has a material operational asset base (PPE) relating to generation of electricity.	- We have obtained an understanding and tested the design and operating effectiveness of controls as established by the Companys management for impairment assessment of PPE.
We considered this as a key audit matter as the carrying value of PPE requires impairment assessment based on the future expected cash flows associated with the power plants (Cash Generating Units).	- We evaluated the Companys process of impairment assessment in assessing the appropriateness of the impairment model including the independent assessment of discount rate, projected generation, power purchase agreements period etc.
(Refer Note No. 39 to the Standalone Financial Statements, read with the Material Accounting Policy No. C.14)	- We evaluated and checked the calculations of the cash flow forecasts prepared by the Company taking into consideration the Tariff rates applicable for the tariff period of 25 years from commencement of operations of assets along with the aforementioned assumptions.
	- Based on the above procedures performed, we observed that the Companys impairment assessment of the PPE is adequate and reasonable.

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual Report but does not include the Consolidated Financial Statements, Standalone Financial Statements and our auditors report thereon which are expected to be made available to us after the date of this auditors report.

Our opinion on the Standalone Financial Statements does not cover the other information and we do 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 during the course of our audit, or otherwise appears to be materially misstated.

When we read the other information, 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 actions, if required.

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

The Companys 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 including other comprehensive income, cash flows and changes in equity of the Company in accordance with the 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 financial Statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors of the Company are also responsible for establishing and maintaining adequate and effective controls in respect of use of accounting software that entails the requisite features as prescribed by the Companies (Accounts) Rules, 2014, as amended, including an evaluation and assessment of adequacy and effectiveness of the Companys accounting software in terms of recording and audit trail of each and every transaction and ensuring that the audit trail cannot be disabled and the audit trail is preserved by the Company as per the statutory requirements for record retention.

The Companys Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibility 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 auditors 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.

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 system 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 managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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 financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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 the Standalone Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditors 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.

Other Matter

The Standalone Financial Statements of the Company for the year ended 31 March 2023, prepared in accordance with Ind AS have been audited by the predecessor auditor. The report of the predecessor auditor dated 15 May 2023 expressed an unmodified opinion.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 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 "Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. We are enclosing our report in terms of Section 143(5) of the Act, 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, in the "Annexure 2" on the directions issued by the Comptroller and Auditor General of India.

3. As required by Section 143(3) of the Act, based on our audit, we report that:

(a) Except for the following matter, 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: Employee benefit expenses including various allowances, benefit and other reimbursements to employees e.g. medical expenses, foreign / inland travelling expenses etc. amounting to Rs. 38.12 crore, relating to employees of NTPC Limited (holding company) on secondment with the Company, have been posted directly in the books of account of the Company by NTPC Limited through its payroll module which is being operated and controlled by NTPC Limited. We are informed that all the relevant details & supporting documents w. r. t. these expenses are maintained by NTPC only and the Company receives employee-wise details of net payments to be made & TDS to be deposited monthly. Accordingly, no details / documents were made available to us for our audit purposes.

(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, the Statement of Cash Flows and Statement of Changes in equity 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 prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended.

(e) Being a Government Company, pursuant to the Notification No. GSR 463 (E) dated 5 June 2015 issued by the Ministry of Corporate affairs, Government of India, provisions of Section 164(2) of the Act regarding disqualifications of the Directors, are not applicable to the Company.

(f) With respect to the adequacy of internal financial controls with reference to the Standalone Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure 3".

(g) As per notification No. GSR 463 (E) dated 5 June 2015 issued by the Ministry of Corporate Affairs, Government of India, Section 197 of the Act is not applicable to the Government Companies. Accordingly, reporting in accordance with requirements of provisions of section 197(16) of the Act is not applicable to the Company.

(h) With respect to the other matters to be included in the Auditors 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 details of pending litigations in its Standalone Financial Statements. Refer Note No. 49 of the Standalone Financial Statements.

ii. The Company has no long-term contracts including derivative contracts for which any provision is required under any law or Indian Accounting Standards for material foreseeable losses.

iii. There are no amounts which are required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in Note No.

51(xvi) to the Standalone Financial Statements, 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;

(b) The Management has represented that, to the best of its knowledge and belief, as disclosed in Note No.

51(xvi) to the Standalone Financial Statements, 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;

(c) Based on the audit procedures performed 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 made to us under sub-clause (i) and (ii) of Rule 11(e) of the Companies (Audit and Auditors) Rules, 2014, as provided under paragraphs (iv)(a) and (b) above contain any material misstatement.

v. No dividend has been declared or paid during the year by the Company.

vi. Based on our examination, which included test checks, and based on the representations made by NTPC Limited (the holding company) who is operating and maintaining accounting software i.e. SAP shared with us by the Company, the Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of audit we did not come across any instance of audit trail feature being tempered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended 31 March 2024.

For P.R. Mehra & Co

Chartered Accountants

(Firms Registration No. 000051N)

(Ashok Malhotra)

Partner

Membership No: 082648

UDIN:24082648BKGEIB9081

Place: New Delhi

Dated: 17 May 2024

ANNEXURE 1 TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements section of our report of even date to the members on the Standalone Financial Statements of NTPC Green Energy Limited for the year ended 31 March 2024 i. a. (A) The Company has generally maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment (including Right of Use assets).

(B) The Company has maintained proper records showing full particulars of intangible assets. b. The Company is having a regular program of physical verification of all Property, Plant and Equipment (including Right of Use assets) over a period of three years, which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Property, Plant and Equipment were physically verified in the month of March 2024 mainly by firms of chartered accountants appointed by the Company for conducting physical verification of assets and by the Company officials in certain plants. Even though no material discrepancies were noticed on such verification of assets, certain observations in physical verification reports were made by these firms related to measurement of length of roads, drains, counting of modules on random basis etc. In view of these observations, it is suggested to review the guidelines for physical verification of such assets and issue detailed guidelines / instructions for physical verification program in future so that physical verification process covers methodology for counting, measurement etc. of various assets at the time of physical verification of such assets stated above to safeguard the interests of the Company.

c. According to the information and explanations given to us, the title deeds of all the immovable properties which are included under the head property, plant and equipment (other than properties where the Company is a lessee and lease agreements are duly executed in favour of the lessee) are held in the name of the company except as follows:

Description of property	Gross carrying value (Rs. in Crore)	Held in name of	Whether promoter, director or their relative or employee	Period held	Reason for not being held in the name of company
(1)	(2)	(3)	(4)	(5)	(6)
Land-Freehold (5,458.05 Acres)	238.17	NTPC Limited	Promotor	Since 28.02.2023	Pending legal formalities.
Land-Freehold (10.16 Acres)	0.58	Number of land owners	No	Financial Year 2023-24	Pending legal formalities.
Land- Right of Use (8,136.72 Acres)	249.12	NTPC Limited	Promotor	Since 28.02.2023	Pending legal formalities.
Plant buildings, boundary walls etc.	102.45	NTPC Limited	Promotor	Since 28.02.2023	As stated above, transfer of title deeds of land, over which these assets are constructed, are pending.

d. The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) and intangible assets during the year. Accordingly, the provisions of clause 3(i)(d) of the Order are not applicable. e. In our opinion and according to the information and explanations given to us, there are no proceedings which have been initiated or are pending against the Company as at 31 March 2024 for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) (as amended in 2016) and rules made thereunder.

ii. a. In our opinion, the management has conducted physical verification of inventory at reasonable intervals during the year. According to the information and explanations given to us and based on the audit procedures performed by us, we are of the opinion that the coverage and procedure of such verification by the management is appropriate and no material discrepancies of 10% or more in the aggregate for each class of inventory between physical inventory and book records were noticed on physical verification.

b. In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been sanctioned any working capital limits from banks on the basis of security of current assets. Accordingly, provisions of clause 3(ii)(b) of the Order are not applicable to the Company.

iii. The Company has made investments of Rs. 350.05 crore in two subsidiaries and of Rs. 0.05 crore in a Joint Venture company during the year. According to the information and explanations given to us, the Company has not provided loans or advances in the nature of loans, or stood guarantee, or provided security to any other entity during the year.

(a) As stated above, the Company has not provided loans or advances in the nature of loans, or stood guarantee, or provided security to any other entity during the year. Accordingly, the provisions of clause 3(iii)(a), (c), (d), (e) and (f) of the Order are not applicable to the Company.

(b) According to the information and explanations given to us and based on the audit procedures performed by us, we are of the opinion that the investments made as stated above are, prima facie, not prejudicial to the Companys interest.

iv. According to the information and explanations given to us and based the audit procedures performed by us, we are of the opinion that the Company has complied with the provisions of Section 185 and 186 of the Act, as applicable, in respect of investments made in the subsidiaries and joint venture company. The Company has neither given loan or advance in the nature of loan nor given any guarantees or provided any security in respect of which the provisions of Section 185 and 186 of the Act are applicable.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits from the public or amounts which are deemed to be deposits. As such the directives issued by the Reserve Bank of India, the provisions of section 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder are not applicable to the Company. Accordingly, the provisions of clause 3(v) of the Order are not applicable to the Company.

vi. We have broadly reviewed the accounts and records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub-section (1) of Section 148 of the Act read with Companies (Cost Records & Audit) Rules, 2014, as amended, and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate and complete.

vii. a. According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues as applicable including goods and service tax, income-tax (tax deducted / collected at source) and other statutory dues to the appropriate authorities. Further, no undisputed statutory dues are outstanding as on 31 March 2024 for a period of more than six months from the date they became payable. b. According to the information and explanations given to us and based the audit procedures performed by us, there are no statutory dues referred in clause (a) above as on 31 March 2024 which are disputed.

viii. In our opinion and according to the information and explanations given to us, the Company has not surrendered or disclosed as income, any transaction not recorded in the books of account, during the year in the tax assessments under the Income-tax Act, 1961 (43 of 1961). Accordingly, the provisions of clause 3(viii) of the Order are not applicable.

ix. (a) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of loan or other borrowings taken from banks or in payment of interest thereon to any lender.

(b) According to the information and explanations given to us and on the basis of audit procedures performed by us, we report that the Company has not been declared wilful defaulter by any bank.

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, the term loans were applied for the purposes for which the loans were obtained

(d) According to the information and explanations given to us and the procedures performed by us, and on an overall examination of the financial statements of the Company, we report that no funds were raised on short-term basis by the Company. Accordingly, provisions of clause 3(ix)(d) of the Order are not applicable.

(e) According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account or to meet the obligations of its subsidiaries and joint-ventures. Accordingly, provisions of clause 3(ix)(e) of the Order are not applicable.

(f) According to the information and explanations given to us and the procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries and joint venture. Accordingly, provisions of clause 3(ix)(f) of the Order are not applicable.

x. a. The company has not raised any money by way of Initial Public Offer or further public offer (including debt instruments) during the year. Accordingly, provisions of clause 3(x)(a) of the Order are not applicable. b. The Company has not made any preferential allotment or private placement of shares or convertible debentures during the year. The Company has allotted equity shares of Rs. 1,000 crore to its parent company (NTPC Limited) by way of rights issue at par during the year and the requirements of section 62 of the Act has been complied with.

Funds raised have been used for the purposes for which the funds were raised.

xi. a. According to the information and explanations given to us and as represented by the Management and based on our examination of the books and records of the Company and in accordance with the generally accepted auditing practices in India, no case of material fraud by the Company or on the Company has been noticed or reported during the year. b. We have not submitted any report under sub-section (12) of section 143 of the Companies Act, 2013 in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government during the year and up to the date of this audit report. c. As represented to us by the management, there are no whistle-blower complaints received by the Company during the year. Accordingly, provisions of clause 3(xi)(c) of the Order are not applicable.

xii. The Company is not a Nidhi Company. Accordingly, provisions of clause 3(xii) of the Order are not applicable.

xiii. In our opinion and according to the information and explanations given to us and based on our examination of the records of the Company, all transactions with the related parties are in compliance with sections 177 and 188 of Act, where applicable. Further, according to the information and explanations given to us and based on our examination of records, in our opinion, the requisite details in respect of all transactions with the related parties have been disclosed in the Standalone Financial Statements, as required by the applicable Indian Accounting Standards.

xiv. a. In our opinion and based on our examination, internal audit system needs improvement, in terms of: (i) frequency of reporting, which is annual at present (ii) adequate coverage of operational activities / areas of business conducted by the Company and (iii) adequate coverage of transaction audit including year-end material transactions, to make it commensurate with the size and nature of its business. b. We have considered the report of the Internal Auditor for the year under audit, issued to the Company after the end of the financial year, in determining the nature, timing and extent of our audit procedures.

xv. In our opinion and according to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with the directors or persons connected with them covered under section 192 of the Act. Accordingly, provisions of clause 3(xv) of the Order are not applicable.

xvi. (a) In our opinion and according to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934). Accordingly, provisions of clause 3(xvi)(a) of the Order are not applicable.

(b) According to the information and explanations given to us, the Company has not conducted any Non-Banking Financial or Housing Finance Activities. Therefore, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, provisions of clause 3(xvi)(b) of the Order are not applicable.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, provisions of clause 3(xvi)(c) of the Order are not applicable.

(d) In our opinion, there is no Core Investment Company (CIC) within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016. Accordingly, provisions of clause 3(xvi)(d) of the Order are not applicable.

xvii. Based on the examination of the books and records of the Company, the Company has not incurred cash losses in the financial year and in the immediately preceding financial year. Accordingly, provisions of clause 3(xvii) of the Order are not applicable.

xviii. There has been no resignation of the statutory auditors during the year. Accordingly, provisions of clause 3(xviii) of the Order are not applicable.

xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on date of audit report that the Company is not capable of meeting its liabilities existing at the balance sheet date as and when they fall within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts upto the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet, will get discharged by the Company as and when they fall due.

xx. In our opinion and according to the information and explanations given to us, the Company has incurred expenditure under Corporate Social Responsibility as required by the provisions of Section 135 of the Act and there are no unspent amounts which are required to be transferred pursuant to section 135(5) and 135(6) of the Act.

For P.R. Mehra & Co

Chartered Accountants

(Firms Registration No. 000051N)

(Ashok Malhotra)

Partner

Membership No: 082648

UDIN:24082648BKGEIB9081

Place: New Delhi

Dated: 17 May 2024

ANNEXURE 2 TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements section of our report of even date to the members of NTPC Green Energy Limited on the Standalone Financial Statements for the year ended 31 March 2024

SL. No. Directions under section 143(5) of the Companies Act, 2013	Auditors reply on action taken on the directions	Impact on financial statements
1 Whether the Company has system in place to process all the accounting transactions through IT system? If yes, the implications of processing of accounting transactions outside IT system on the integrity of the accounts along with the financial implications, if any, may be stated.	As per the information and explanations given to us, NTPC Limited (the Holding Company) has implemented SAP-ERP for all the processes like Financial Accounting (FI), Controlling (CO), Sales and Distribution (SD), Material Management (MM), Commercial Billing / Industry Solution Utilities (ISU) to process all the accounting transactions through IT system and the same is also being used by the Company to process all the accounting transactions through IT system. Based on the audit procedures carried out and as per the information and explanations given to us, no accounting transactions have been processed / carried outside the IT system. Accordingly, there are no implications on the integrity of the accounts.	Nil
2 Whether there is restructuring of an existing loan or cases of waiver/ write off of debts/ loans/interest etc. made by a lender to the company due to the companys inability to repay the loan? If yes, the financial impact may be stated. Whether such cases are properly accounted for?	Based on the audit procedures carried out and as per the information and explanations given to us, there was no restructuring of existing loans or cases of waiver/ write off of debts / loans / interest etc. made by the lender to the Company due to the Companys inability to repay the loan.	Nil
3 Whether funds (grants / subsidy etc.) received / receivable for specific schemes from central / state Governments or its agencies were properly accounted for / utilized as per its term and conditions? List the cases of deviation.	Based on the audit procedures carried out and as per the information and explanations given to us, the funds (grants / subsidy etc.) received / receivable for specific schemes from central / state Governments or its agencies were properly accounted for / utilized as per respective terms and conditions.	Nil

 

For P.R. Mehra & Co

Chartered Accountants

(Firms Registration No. 000051N)

(Ashok Malhotra)

Partner

Membership No: 082648

UDIN:24082648BKGEIB9081

Place: New Delhi

Dated: 17 May 2024

ANNEXURE 3 TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 3(f) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date to the members of NTPC Green Energy Limited for the year ended 31 March 2024 Report on the Internal Financial Controls with reference to Standalone Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") We have audited the internal financial controls with reference to Standalone Financial Statements of NTPC Green Energy Limited ("the Company") as of 31 March 2024 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal controls over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over financial reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to the Standalone Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to the Standalone Financial Statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control with reference to the Standalone Financial Statements and their operating effectiveness. Our audit of internal financial control with reference to the Standalone Financial Statements included obtaining an understanding of internal financial control with reference to these Standalone Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to the Standalone Financial Statements.

Meaning of Internal Financial Controls with reference to Standalone Financial Statements

A Companys internal financial controls with reference to the Standalone Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Standalone Financial Statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial controls with reference to the Standalone Financial Statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the Standalone Financial Statements.

Inherent Limitations of Internal Financial Controls with reference to Standalone Financial Statements

Because of the inherent limitations of internal financial controls with reference to the Standalone Financial Statements, including the possibility of collusion or improper management override of controls, material mis-statements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to the Standalone Financial Statements to future periods are subject to the risk that the internal financial controls with reference to the Standalone Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Regarding operating effectiveness of internal financial controls with reference to Standalone Financial Statements for the year ended 31 March 2024, we report as under:

1. Even though the reconciliation statements are prepared quarterly and signed by the Company and customer (trade receivables), balance confirmation letters are not being sent to customers. In our opinion, balance confirmation should also be sought from customers annually. Refer Note No. 31(a) of Standalone Financial Statements.

2. Employee benefit expenses including various allowances, benefit and other reimbursements to employees of NTPC Limited on secondment with the Company, are being posted directly in the books of account of the Company by NTPC Limited through its payroll module which is being operated and controlled by NTPC Limited. We are informed that all the relevant details & supporting documents w. r. t. these expenses are maintained by NTPC only and the Company receives employee-wise details of net payments to be made & TDS to be deposited monthly which results in no verification of these expenses by the Company.

3. As per Ind AS 16 "Property, Plant and Equipment" ("PPE"), Items of spare parts, stand-by equipment and servicing equipment which meet the definition of PPE are to be capitalized. Even though procedure exists for identification / codification of such items, however, no item-wise consolidated list of such identified items, has been prepared by the Company. In our opinion, a consolidated list of identified items to be classified as PPE should be compiled and updated at regular intervals to ensure that no such item is classified and held as inventory at the year end.

Opinion

In our opinion, to the best of our information and according to the explanations given to us and read with our observations stated above, the company has, in all the material respects, adequate internal financial controls with reference to the Standalone Financial Statements in place and such internal financial controls with reference to the Standalone Financial Statements were operating effectively as at 31 March 2024, based on the internal controls over financial reporting criteria established by the Company considering the components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial reporting issued by the ICAI.

For P.R. Mehra & Co

Chartered Accountants

(Firms Registration No. 000051N)

(Ashok Malhotra)

Partner

Membership No: 082648

UDIN:24082648BKGEIB9081

Place: New Delhi

Dated: 17 May 2024