ntpc ltd Auditors report

To,

The Members of NTPC Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the Standalone Financial Statements of NTPC Limited, which comprise the Balance Sheet as at 31 March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended and notes to the financial statements, including a summary of the significant 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 accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at 31 March, 2023, and its profit (financial performance including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the 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 thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

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

(a) Note No. 50 (c) with respect to one of the projects under construction, wherein by the order dated 12 January 2023 of Honble High Court of Uttarakhand, construction activities are banned till further order.

(b) Note No. 63 (iii) (b) with respect to appeal filed by the company with the Honble High Court of Delhi in the matter of Arbitral award pronounced against the company and the related provision made/disclosure of contingent liability as mentioned in the said note.

(c) Note No. 59 (f) (iv & v) which describes the related party transactions entered into by the Company during the year, which are not approved as required under applicable laws and regulations.

Our opinion is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current 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 each matter below, description of how our audit addressed the matter is provided in that context. 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
1. Recognition and Measurement of revenue from Sale of Energy
The company records revenue from sale of energy as per the principles enunciated under Ind AS 115, based on tariff approved by the Central Electricity Regulatory Commission (CERC) as modified by the orders of Appellate Authorities.	We have obtained an understanding of the CERC Tariff Regulations, orders, circulars, guidelines and the Companys internal circulars and procedures in respect of recognition and measurement of revenue from sale of energy comprising of capacity and energy charges and adopted the following audit procedures:
Pending issue of provisional/ final tariff order w.e.f. 01 April 2019 capacity charges has been provisionally recognised considering the applicable CERC Tariff Regulations 2019.	- Evaluated and tested the effectiveness of the Companys design of internal controls relating to recognition and measurement of revenue from sale of energy.
	- Verified the accounting of revenue from sale of energy based on provisional tariff computed as per the principles of CERC Tariff Regulations 2019.
This is considered as key audit matter due to the nature and extent of estimates made as per the CERC Tariff Regulations, which leads to recognition and measurement of revenue from sale of energy being complex and judgemental.	Based on the above procedures performed, the recognition and measurement of revenue from sale of energy are considered to be adequate and reasonable.
(Refer Note No. 40 to the Standalone Financial Statements, read with the Significant Accounting Policy No.C.16)

 

2. Impairment assessment of Property, Plant and Equipment (PPE)	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.
The Company has a material operational asset base (PPE) relating to generation of electricity and is one of the components for determining the tariff as per the CERC Tariff Regulations, which may be vulnerable to impairment.
	We evaluated the Companys process of impairment assessment in assessing the appropriateness of the impairment model including the independent assessment of discount rate, economic growth rate, terminal value etc.
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 and checked the calculations of the cash flow forecasts prepared by the Company taking into consideration the CERC (Terms and Conditions of Tariff) Regulations, 2019 (applicable for the tariff period of 5 years from 1 April 2019 to 31 March 2024) along with the aforementioned assumptions.
(Refer Note No. 62(a) to the Standalone Financial Statements, read with the Accounting Policy No. C.21)	Based on the above procedures performed, we observed that the Companys impairment assessment of the PPE is adequate and reasonable.
3. Deferred Tax Asset relating to MAT Credit Entitlement and corresponding Regulatory Deferral Liability	We have obtained an understanding for recognition of deferred tax asset relating to MAT credit entitlement and corresponding liability of the same in Regulatory Deferral Account including the managements judgement.
The company has recognised deferred tax asset relating to MAT credit entitlement. Utilisation of MAT credit will result in lower outflow of Income Tax in future years and accordingly Regulatory Deferral Liability attributable to the said MAT credit entitlement has also been recognised, payable to the beneficiaries in subsequent periods as per CERC Tariff Regulations.	We further assessed the related forecasts of future taxable profits and evaluated the reasonableness of the considerations / assumptions underlying the preparation of these forecasts. We have also verified the regulatory deferral account balance attributable to the said MAT credit, payable to the beneficiaries in subsequent periods.
The recoverability of this deferred tax asset relating to MAT credit entitlement is dependent upon the generation of sufficient future taxable profits to utilise such entitlement within the stipulated period prescribed under the Income Tax Act,1961.	Based on the above procedures performed, the recognition and measurement of Deferred tax asset relating to MAT credit entitlement and attributable Regulatory Deferral Liability towards beneficiaries, are considered adequate and reasonable.
We identified this as a key audit matter because of the importance of this matter to the intended users of the Financial Statements and its materiality; and requirement of judgement in forecasting future taxable profits for recognition of MAT credit entitlement considering the recoverability of such tax credits within allowed time frame as per the provisions of the Income Tax Act,1961.
(Refer Note No. 22, 30, 55 & 71 to the Standalone Financial Statements, read with the Accounting Policy No. C.4 and C.19)
4. Contingent Liabilities
There are a number of litigations pending before various forums against the Company and the managements judgement is required for estimating the amount to be disclosed as contingent liability.	We have obtained an understanding of the Companys internal instructions and procedures in respect of estimation and disclosure of contingent liabilities and adopted the following audit procedures:
We identified this as a key audit matter because the estimates on which these amounts are based involve a significant degree of management judgement in interpreting the cases and it may be subject to management bias.	- understood and tested the design and operating effectiveness of controls as established by the management for obtaining all relevant information for pending litigation cases;
(Refer Note No. 76(A) to the Standalone Financial Statements, read with the Accounting Policy No. C.14)	- discussed with the management regarding any material developments thereto and latest status of legal matters;
	- read various correspondences and related documents pertaining to litigation cases and relevant external legal opinions obtained by the management and performed substantive procedures on calculations supporting the disclosure of contingent liabilities;
	- examined managements judgements and assessments in respect of whether provisions are required;
	- considered the management assessments of those matters that are not disclosed as contingent liability since the probability of material outflow is considered to be remote;
	- reviewed the adequacy and completeness of disclosures;
	Based on the above procedures performed, the estimation and disclosures of contingent liabilities are considered to be 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 Corporate Governance Report, and the information included in the Directors Report including Annexures, Management Discussion and Analysis, Business Responsibility and Sustainability Report and other company related information (but does not include the Consolidated Financial Statements and 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 and will not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read 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, total comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 Standalone 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 is also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities 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 judgment 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 Standalone 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.

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 Section 143(11) 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 said 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, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards 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 sub-section (2) of Section 164 of the Act, are not applicable to the Company

(f) With respect to the adequacy of the Internal Financial Controls with reference to the Standalone Financial Statement of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure 3". Our report expresses a modified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

(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 requirement of provisions of section 197(16) of the Act is not applicable on 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 impact of pending litigations on its financial position in its Standalone Financial Statements. Refer Note No. 76(A) to the Standalone Financial Statements;

II. The Company has made provision, as required under the applicable law or Indian accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

III. Following are the instances of delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company:

a) Unclaimed amount of dividend:

Year	Amount (Rs. in crore)	Due date of transfer	Date of transfer
2014-15	0.44	30.03.2022	08.06.2022
2014-15	0.76	18.11.2022	06.03.2023
2015-16	0.66	30.03.2023	Not yet transferred

b) Equity shares related to unclaimed dividend:

Year	No. of Shares	Due date of transfer to IEPF	Date of transfer
2013-14	127,339	01/11/2021	08/06/2022
2014-15	77,019	30/03/2022	20/10/2022
2014-15	65767	18/11/2022	24/03/2023
2015-16	74,904*	30/03/2023	Under process

*Tentative number of shares to be transferred to IEPF.

IV. (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in the note no. 77(xvi) to the accounts, 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, 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 the note no. 77(xvi) to the accounts, 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, 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 have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) contain any material misstatement.

V. (a) The final dividend proposed for the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.

(b) Interim dividend declared and paid by the Company during the year is in accordance with Section 123 of the Act.

(c) As stated in note no. 23 (c) to the financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.

VI. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from 1 April 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31 March 2023.

For S.K. Mehta & Co	For Varma & Varma	For V K Jindal & Co
Chartered Accountants	Chartered Accountants	Chartered Accountants
FRN 000478N	FRN 004532S	FRN 001468C
(Rohit Mehta)	(K P Srinivas)	(Suresh Agarwal)
Partner	Partner	Partner
M. No.091382	M. No.208520	M. No.072534
UDIN: 23091382BGWXSI4005	UDIN: 23208520BGUHDS5445	UDIN: 23072534BGUVYV4118
For Parakh & Co.	For C K Prusty & Associates	For B C Jain & Co.
Chartered Accountants	Chartered Accountants	Chartered Accountants
FRN 001475C	FRN 323220E	FRN 001099C
(Thalendra Sharma)	(C.K. Prusty)	(Rishabh Jain)
Partner	Partner	Partner
M. No.079236	M. No.057318	M. No.400912
UDIN: 23079236BGYTGP7645	UDIN: 23057318BGXQAC3412	UDIN: 23400912BHALMY1742
Place: New Delhi
Dated: 19 May, 2023
Digitally signed by signatories

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 of NTPC LIMITED on the Standalone Financial Statements for the year ended 31 March 2023.

(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) and non-current assets held for sale.

(B) The Company has generally maintained proper records showing full particulars of Intangible assets.

(b) The Company is having a regular programme of physical verification of all Property, Plant and Equipment (including Right of Use assets) and non-current assets held for sale 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. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us, we report that, the title deeds of all the immovable properties which are included under the head of property, plant and equipment (other than properties where the company is the lessee and the 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 the name of	Whether promoter, director or their relative or employee	Property held-range (Financial Year)	Reason for not being held in the name of company
Land - Freehold	1,196.04	Large number of lands outsees and State authorities	No	2022-23	The company is taking appropriate steps for completion of legal formalities.
	7.63			2021-22
	21.69			2020-21
	23.43			2019-20
	123.76			2016-17 to 2018-19
	674.61			2011-12 to 2015-16
	171.34			Prior to 2011-12
Land - Right of Use	121.04			2022-23
	0.46			2020-21
	20.83			2019-20
	168.98			2016-17 to 2018-19
	173.63			2011-12 to 2015-16
	244.08			Prior to 2011-12
Building & Structures	4.97	Government Authorities	No	Prior to 2011-12

(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) According to the information and explanations given to us, there are no proceedings which have been initiated or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 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, the Company has been sanctioned working capital limits in excess of Rs. 5 crore, in aggregate, from a bank on the basis of security of current assets. The quarterly returns or statements filed by the Company with the bank are in agreement with the books of account of the Company. During the year Company has not availed working capital limit from any financial institution.

(iii) The Company has made investments in, given unsecured loan to subsidiaries, Joint Venture companies during the year, in respect of which:

(a) According to the information and explanations given to us, the Company has not provided guarantee, security and not granted loans and advances in the nature of loans, secured and unsecured to subsidiaries, Joint Ventures and other entities during the year, except aggregate amount of unsecured loan of Rs. 100.00 crore during the year given to a subsidiary Company Ratnagiri Gas and Power Pvt. Ltd., who has repaid the amount and there is no balance outstanding in respect of this case, as at the balance sheet date.

(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, and the terms and conditions of loans given by the company are, prima facie, not prejudicial to the companys interest.

(c) According to the information and explanations given to us and based on the audit procedures performed by us, we are of the opinion that in respect of loans given, the schedule of repayment of principal and payment of interest has been stipulated and the repayments of principal and receipts of interest are regular, except in a case of, a joint venture of the Company, which has not repaid due amount of principal amount of loan and not paid interest, detail of which is as given hereunder:

Name of the entity	Nature of outstanding	Amount overdue ( Rs. in crore)	Due period	Extent of delay	Remarks
National High Power Test	Principal	1.84	30.09.2022 and 31.03.2023	Ranges from 1 day to 6 months	Loan of Rs.18.40 crore was granted on 30.03.2018.
Laboratory Private Limited (NHPTL)	Interest	4.45	30.09.2020 onwards	Ranges from 6 to 30 months

(d) According to the information and explanations given to us and based on the audit procedures performed by us, receipt of interest is overdue for a period of more than 90 days in respect of a loan given to NHPTL a joint venture company, detail of which is given hereunder:

No. of cases	Principal overdue (Rs. in crore)	Interest overdue ( Rs. in crore)	Total overdue (Rs. in crore)	Remarks
One	0.92	4.45	5.37	Principal and Interest overdue for more than 90 days.

In our opinion, the Company has taken reasonable steps for recovery of above principal and interest.

(e) According to the information and explanations given to us and based on the audit procedures performed by us, we are of the opinion that no loan or advance in the nature of loan granted which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties. However as per the information and explanations given by the management companys Board of Directors has approved the restructuring plan for conversion of outstanding amount of loan of Rs. 18.40 crore to NHPTL into equity, which will be implemented in the financial year 2023-24.

(f) 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 Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, as applicable, in respect of loans advanced to subsidiary companies & joint venture companies and investments made in the subsidiary and joint venture companies and guarantees issued in favor of Banks for subsidiary companies. The Company has not 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 or amount which are deemed to be deposits. As such, the directives issued by the Reserve Bank of India, the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder are not applicable to the Company. The Company has obtained deposits from the dependents of employees pursuant to one of the employee benefit schemes of the company who die or suffer permanent total disability for which the Company has applied to the Ministry of Corporate Affairs, Government of India for continuation of the exemption earlier obtained in respect of applicability of Section 58A of the Companies Act, 1956, which is still awaited (refer Note No. 35(c) of the Standalone Financial Statements). No order has been passed with respect to Section 73 to 76, by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

(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 including goods and service tax, provident fund, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other statutory dues as applicable to the appropriate authorities. We have been informed that employees state insurance is not applicable to the Company. Further, no undisputed statutory dues is outstanding as on 31 March 2023 for a period of more than six months from the date they became payable.

(b) According to information and explanations given to us, the gross disputed statutory dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax or other statutory dues amounts to Rs. 2918.11 crore in aggregate as on 31 March 2023, out of which Rs. 2021.27 crore has been deposited under protest/adjusted by tax authorities and the balance of Rs. 896.84 crore of dues have not been deposited on account of matters pending before appropriate authorities as detailed below:

S No. Name of Statue	Nature of Dues	Forum where dispute is pending	Period to which the amount relates (Financial Year)	Gross Disputed Amount (Rs. crore)	Amount deposited under protest / adjusted by Tax authorities ( Rs. crore)	Amount Not deposited (Rs. crore)
1 Income Tax Act, 1961	Income Tax/ TDS	Assistant Commissioner of Income Tax	2006-07, 2013-14 to 2014-15	1.09	0.90	0.19
		Commissioner of Income Tax (Appeals)	2009-10 to 2018-19	163.13	163.13	-
		Honble High Court	2005-06 to 2007-08, 2009-10 to 2011-12	209.23	209.23
		Income Tax Appellate Tribunal #	2001-02, 200506, 2009-10 to 2011-12	1589.74	1589.59	0.15
			Sub Total	1,963.19	1,962.85	0.34
2 Finance Act, 1994	Service Tax	CESTAT	2012-13 to 2017-18	265.34	3.87	261.47
		Commissioner (Appeals)	2009-10 to 2017-18	2.66	0.17	2.49
		Commissioner of GST & Central Excise	2012-13 to 2017-18	51.49	0.97	50.52
		Honble High Court	2016-17 to 2017-18	8.36	-	8.36
			Sub Total	327.85	5.01	322.84
3 CGST/SGST/ IGST Act 2017	GST	Commissioner (Appeals)	2017-18 to 2020-21	295.95	15.74	280.21
			Sub Total	295.95	15.74	280.21
4 Entry Tax Act of various States	Entry Tax	Additional Commissioner of Sales Tax	2014-15 to 2016-17	0.28		0.28
		Appellate Tribunal / Board of Revenue	2001-02, 2006-07 to 2017-18	54.01	14.79	39.23
		Assistant Commissioner of Sales Tax	1985- 86, 1986- 87, 2003-04, 2005-06	4.44	1.89	2.56
		Commissioner of Sales Tax	2007-08	1.65	-	1.65
		Deputy Commissioner of Sales Tax	1997-98, 2005-06	5.48	0.68	4.80
		Honble High Court	1990-91, 2005-06 to 2012-13, 2017-18	24.25	7.22	17.03
		Joint Commissioner of Sales Tax	2005-06	0.04		0.04
		Sales Tax Officer	2017-18	0.30	-	0.30
			Sub Total	90.45	24.58	65.89
5 Sales tax and Value Added Tax Act of Various States	Sales Tax/ Trade Tax/ Value Added Tax	Additional Commissioner of Sales Tax *	2001-02, 2002-03, 2004-05, 2006-07, 2014-15 to 2016-17	21.55	1.86	19.69
		Additional Commissioner of Sales Tax (Appeals)	1988-89 to 1997-98, 2015-16	2.11	0.17	1.94
		Appellate Tribunal / Board of Revenue	1985-86, 2000-01 to 2010-11, 2014-15	36.38	7.53	28.85
		Commissioner of Sales Tax (Appeals)	2005-06 to 2008-09	0.29	0.02	0.27
		Deputy Commissioner Sales Tax	2001-02 to 2006-07	11.66		11.66
		Honble High Court	2000-01	2.99	0.05	2.94
		Joint Commissioner of Sales Tax **	2000-01, 2004- 05, 2005- 06	3.95	0.36	3.59
		Joint Commissioner of Sales Tax (Appeals)	2015-16	1.14	0.49	0.65
			Sub Total	80.07	10.48	69.59
6 Jharkhand Forest Produce (Regulation of Transport) Rules 2020	Mineral Transit Fee	Honble High Court	2020-21 to 2022-23	56.72	-	56.72
			Sub Total	56.72	-	56.72
7 Gujarat Green Cess Act, 2011	Green Cess	Commissioner (Appeals)	2012-13 to 2022-23	54.49	-	54.49
			Sub Total	54.49	-	54.49
8 Employees Provident Fund	EPS contribution	Honble High Court	2006-07	17.16	1.38	15.78
& Miscellaneous Provisions Act 1952		PF Commissioner	1996-97 to 2014-15	7.30	0.27	7.02
			Sub Total	24.46	1.65	22.80
9 Employees State Insurance Act, 1948	ESI contribution	ESI Court	1996-97 to 2002-03	11.65	-	11.65
			Sub Total	11.65	-	11.65
10 Industrial Development Act,1962	Notified Area Tax	Honble Supreme Court	Upto Sept. 2005	5.92	-	5.92
			Sub Total	5.92	-	5.92
11 Central Excise Act, 1944	Excise Duty	CESTAT	1999-00, 2010-11	4.50	-	4.50
			Sub Total	4.50	-	4.50
12 Rajasthan Land Tax Act, 1985	Land Development Tax	Rajasthan Revenue Department	2006-07 to 2012-13	2.04	0.60	1.44
			Sub Total	2.04	0.60	1.44
13 Mines and Minerals	Royalty	High Court	2011-12	0.53	0.34	0.19
Development and Regulation Act 1957			Sub Total	0.53	0.34	0.19
14 Customs Act, 1962	Customs Duty	Commissioner of Customs (Appeals)	2005-06 to 2015-16	0.29	0.02	0.26
			Sub Total	0.29	0.02	0.26
Total				2,918.11	2,021.27	896.84

Remarks:

* includes Rs. 20.59 crore towards demand for VAT and CST raised by Sales Tax authority, which has been stayed by Commissioner/Additional Commissioner of sales tax.

** includes Rs. 3.81 crore towards demand for CST raised by Sales Tax Officer, which has been stayed by the Honble High Court.

# Against CIT (A) orders for disputed amount of Income Tax Rs.1292.42 crore, company is in the process of filing appeal before ITAT.

Disputed statutory dues include interest and penalty wherever applicable.

(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 loans or other borrowings or in the payment of interest thereon to any lender.

(b) According to the information and explanations given to us and on the basis of our audit procedures, we report that the Company has not been declared willful defaulter by any bank or financial institution or other lender.

(c) In our opinion and according to the information and explanations given to us, 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 raised on short-term basis have been used for long-term purposes by the Company.

(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 of or to meet the obligations of its subsidiaries and joint ventures except that the Company has taken loan from Banks and given loan to one of the subsidiaries, as per details given below:

Nature of fund taken	Name of lender	Amount Involved / outstanding ( Rs. in Crore)	Name of Relation the subsidiary to whom loan given	Nature of Transaction for which funds utilized	Remarks, if any
Unsecured Term Loan	HDFC Bank Ltd.	262.90	Ratnagiri Gas Subsidiary and Power Pvt. Ltd.	Secured loan given on account of Debt Settlement of Subsidiary.	Total loan of Rs. 885 crore was taken and given by the Company in the year 2020-21
	Bank of India Ltd.	515.90
Total		778.80

(f) According to the information and explanations given to us and 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 ventures.

(x) (a) In our opinion and according to the information and explanations given to us, the Company did not raise moneys by way of initial public offer or further public offer during the year. Company has raised Privately Placed Non-convertible Debentures during the year and in our opinion and according to the explanations given to us the money raised by way of Privately Placed Non-convertible Debentures were applied for the purposes for which they were raised.

(b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally). Accordingly, provisions of clause 3(x)(b) of the order are not applicable.

(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 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 subsection (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, all transactions with the related parties are in compliance with Sections 177 and 188 of Act, where applicable except in respect of transactions which are not approved, given below, as disclosed in Note No. 59 (f) (iv & v) to the Standalone Financial Statements:

Nature of the Related Party Relationship Transactions covered under Section 177 of	Nature of the Underlying Transaction the Act	Amount involved ( Rs. in crore)
Joint Venture Company	Contracts for works/services for services received by the Company	647.62*
Joint Venture Company	Contracts for works/services for services received by the Company	2.35
Wholly Owned Subsidiary Company	Contracts for works/services for services received by the Company	2.66
Joint Venture Company	Contracts for works/services for services provided by the Company	10.62
Wholly Owned Subsidiary Company	Contracts for works/services for services provided by the Company	3.44
Subsidiary Company	Contracts for works/services for services provided by the Company	0.3
Joint Venture Company	Sale/ Purchase of goods	1.78
Joint Venture Company	Sale/ Purchase of fixed assets	0.36
Subsidiary Company	Sale of Fixed Assets	2.56
Joint Venture Company	Secondment of Employees	55.59
Wholly Owned Subsidiary Company	Secondment of Employees	9.87
Subsidiary Company	Secondment of Employees	29.33
Other related parties	Contracts for works/services for services received by the Company	37.06
Other related party	Contracts for works/services for services provided by the Company	0.35
Subsidiary Company	Investment in Equity Shares	500
Joint Venture Company	Investment in Equity Shares	1,280.52
Wholly Owned Subsidiary Company	Sale of Goods	2,566.80
Subsidiary Company	Sale of Goods	0.28
Post employment benefit plans - Trust	Contribution to Trust for employee benefits	855.35

* As stated in Note No. 59 (f) (iv) to the Standalone Financial Statements, execution during the year was Rs. 647.62 Crores against aggregate value of contracts Rs. 2,041.26 Crores awarded during the year.

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, the Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered the reports of the Internal Auditors for the year under audit, issued to the Company during the year and till date, 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, the Company has not entered into any noncash 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. Accordingly, provisions of clause (xvi)(a) of the Order are not applicable to the Company.

(b) According to the information and explanations provided 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 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 our 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 the date of the audit report that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due 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 up to 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 date, 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 to be transferred pursuant to section 135(5) and 135(6) of the Act.

For S.K.Mehta & Co	For Varma & Varma	For V K Jindal & Co
Chartered Accountants	Chartered Accountants	Chartered Accountants
FRN 000478N	FRN 004532S	FRN 001468C
(Rohit Mehta)	(K P Srinivas)	(Suresh Agarwal)
Partner	Partner	Partner
M. No.091382	M. No.208520	M. No.072534
UDIN: 23091382BGWXSI4005	UDIN: 23208520BGUHDS5445	UDIN: 23072534BGUVYV4118
For Parakh & Co.	For C K Prusty & Associates	For B C Jain & Co.
Chartered Accountants	Chartered Accountants	Chartered Accountants
FRN 001475C	FRN 323220E	FRN 001099C
(Thalendra Sharma)	(C.K.Prusty)	(Rishabh Jain)
Partner	Partner	Partner
M. No.079236	M. No.057318	M. No.400912
UDIN: 23079236BGYTGP7645	UDIN: 23057318BGXQAC3412	UDIN: 23400912BHALMY1742
Place: New Delhi
Dated: 19 May, 2023
Digitally signed by signatories

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 LIMITED on the Standalone Financial Statements for the year ended 31 March 2023

Sl. Directions u/s 143(5) of the No. Companies Act, 2013	Auditors reply on action taken on the directions	Impact on financial statement
1. Whether the Company has system in place to process all the accounting transactions through IT system Rs. 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, the Company has a system in place to process all the accounting transactions through IT system. SAP-ERP has been implemented for all the processes like Financial Accounting (FI), Controlling (CO), Sales and Distribution (SD), Payroll / Human Capital Management (HCM), Material Management (MM), Commercial billing / Industry Solution Utilities (ISU), etc. 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 any 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 Rs. If yes, the financial impact may be stated. Whether such cases are properly accounted for Rs.	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 Government or its agencies were properly accounted for/ utilized as per its term and conditions Rs. 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 Government or its agencies were properly accounted for/utilized as per the respective terms and conditions.	Nil

 

For S.K.Mehta & Co	For Varma & Varma	For V K Jindal & Co
Chartered Accountants	Chartered Accountants	Chartered Accountants
FRN 000478N	FRN 004532S	FRN 001468C
(Rohit Mehta)	(K P Srinivas)	(Suresh Agarwal)
Partner	Partner	Partner
M. No.091382	M. No.208520	M. No.072534
UDIN: 23091382BGWXSI4005	UDIN: 23208520BGUHDS5445	UDIN: 23072534BGUVYV4118
For Parakh & Co.	For C K Prusty & Associates	For B C Jain & Co.
Chartered Accountants	Chartered Accountants	Chartered Accountants
FRN 001475C	FRN 323220E	FRN 001099C
(Thalendra Sharma)	(C.K.Prusty)	(Rishabh Jain)
Partner	Partner	Partner
M. No.079236	M. No.057318	M. No.400912
UDIN: 23079236BGYTGP7645	UDIN: 23057318BGXQAC3412	UDIN: 23400912BHALMY1742
Place: New Delhi
Dated: 19 May, 2023
Digitally signed by signatories

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 LIMITED on the Standalone Financial Statements for the year ended 31 March 2023

Report on the Internal Financial Controls with reference to the Standalone Financial Statement 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 the Standalone Financial Statements of NTPC Limited ("the Company") as of 31 March 2023 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 the 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 qualified audit opinion on the Companys internal financial controls system with reference to the Standalone Financial Statements.

Meaning of Internal Financial Controls with reference to the Standalone Financial Statements

A Companys internal financial control 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 control with reference to the Standalone Financial Statements includes 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 the 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 misstatements 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.

Basis for Qualified Opinion

According to the information and explanations given to us and based on our audit, the following material weakness has been identified as at March 31,2023:

The Company did not have an appropriate internal control system to ensure that related party transactions are undertaken only after approval under the provisions of sections 177 of the Companies Act, 2013 as well as the provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by the Audit Committee of Board and Shareholders of the company wherever applicable, as a result material transactions were entered into by the company during the year without approval as required under the said provisions. as detailed in Note No. 59 (f) (iv & v) of the Standalone Financial Statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis.

Qualified Opinion

In our opinion, to the best of our information and according to the explanations given to us, except for the possible effects of the material weakness described in the Basis for Qualified Opinion Paragraph on the achievement of the objectives of the control criteria, the Company has, in all material respects, an 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 2023, 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.

We have considered the material weakness identified and reported above in determining the nature, timing, and extent of audit tests applied in our audit for the year ended 31 March, 2023 standalone financial statements of the Company, and the material weakness has not affected our opinion on the standalone financial statements of the Company.

For S.K.Mehta & Co	For Varma & Varma	For V K Jindal & Co
Chartered Accountants	Chartered Accountants	Chartered Accountants
FRN 000478N	FRN 004532S	FRN 001468C
(Rohit Mehta)	(K P Srinivas)	(Suresh Agarwal)
Partner	Partner	Partner
M. No.091382	M. No.208520	M. No.072534
UDIN: 23091382BGWXSI4005	UDIN: 23208520BGUHDS5445	UDIN: 23072534BGUVYV4118
For Parakh & Co.	For C K Prusty & Associates	For B C Jain & Co.
Chartered Accountants	Chartered Accountants	Chartered Accountants
FRN 001475C	FRN 323220E	FRN 001099C
(Thalendra Sharma)	(C.K.Prusty)	(Rishabh Jain)
Partner	Partner	Partner
M. No.079236	M. No.057318	M. No.400912
UDIN: 23079236BGYTGP7645	UDIN: 23057318BGXQAC3412	UDIN: 23400912BHALMY1742
Place: New Delhi
Dated: 19 May, 2023
Digitally signed by signatories