Independent Auditor's Report

To the Members of HPL ELECTRIC & POWER LIMITED

Report on the Audit of the Standalone Financial
Statements

Opinion

We have audited the accompanying standalone financial statements
of HPL ELECTRIC & POWER LIMITED (“the Company”), which
comprise the Balance sheet as at 31 March 2023, the Statement of
Profit and Loss, the Statement of changes in Equity and Statement
of Cash Flows for the year then ended on that date, and notes to the
financial statements, including a summary of significant accounting
policies and other explanatory information (hereinafter referred to
as the “Standalone Financial Statements”).

In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid 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 of the Company as at 31 March 2023, its profit/loss,
changes in equity and its cash flows 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 (“SA's”) specified
under Section 143(10) of the Act. Our responsibilities under those
Standards are further described in the Auditor's Responsibilities for
the Audit of the 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 (ICAI)
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.

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. We have
determined the matters described below to be the key audit matters
to be communicated in our report.

Information other than the financial statements and Auditors'
report thereon

The Company's Board of Directors is responsible for the preparation
of the other information. The other information comprises the
information included in the Management discussion and analysis,
Board's Report including Annexures to Board's Report but does not
include the financial statements and our Auditor's report thereon.

Our opinion on the 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 financial statements, our
responsibility is to read the other information 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.

If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required
to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with
Governance for the Standalone Financial Statements

The Company's 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, changes in equity and cash flows 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 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 Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of Accounting unless the
Management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the
Company's financial reporting process.

Auditor's Responsibilities for the Audit of the 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 auditor's report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with 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 financial 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
systems with reference to standalone financial statements 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 the Management.

• Conclude on the appropriateness of Management's 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 Company's ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to
draw attention in our auditor's report to the related disclosures
in the 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 auditor's 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.

Materiality is the magnitude of misstatements in the standalone
financial statements that, individually or in aggregate, makes it
probable that the economic decisions of a reasonably knowledgeable
user of the standalone financial statements may be influenced.
We consider quantitative materiality and qualitative factors in
(i) planning the scope of our audit work and in evaluating the
results of our work; and (ii) to evaluate the effect of any identified
misstatements in the standalone financial statements.

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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2020
(“the Order”), issued by the Central Government of India in
terms of sub-section (11) of Section 143 of the Companies Act,
2013, we give in the 'Annexure A', a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent
applicable.

2. 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,
Statement of Changes in Equity and the Cash Flow
Statement dealt with by this Report are in agreement with
the books of account.

d) In our opinion, the aforesaid financial statements comply
with the Accounting Standards specified under Section
133 of the Act.

e) On the basis of the written representations received from
the Directors as on 31 March, 2023 taken on record by
the Board of Directors, none of the Directors is disqualified

as on 31 March, 2023 from being appointed as a Director
in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the Internal financial
controls with reference to financial statements of the
Company and the operating effectiveness of such controls,
refer to our separate Report in 'Annexure B'.

g) With respect to the matter to be included in the Auditor's
Report under Section 197(16), In our opinion and
according to the information and explanations given to
us, the remuneration paid by the Company to its directors
during the current year is in accordance with the provisions
of Section 197 of the Act. The remuneration paid to any
director is not in excess of the limit laid down under Section
197 of the Act. The Ministry of Corporate Affairs has not
prescribed other details under Section 197(16) which are
required to be commented upon by us.

h) With respect to the other matters to be included in the
Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information and according
to the explanations given to us:

i. The Company has disclosed pending litigations and
the impact on its financial position in its standalone
financial statements - Refer Note 46 to the Standalone
Financial Statements.

ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses.

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

iv. The dividend declared or paid during the year by the
Company is in accordance with section 123 of the Act.

v. (a) The Management has represented that, to the

best of its knowledge and belief, other than as
disclosed in the notes to the accounts 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, other than
as disclosed in the notes to the accounts 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;
and

(c) Based on the audit procedures 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), as provided under (a) and (b) above,
contain any material mis-statement.

For SAKSHI & ASSOCIATES

Chartered Accountants
Firm's Registration Number: 025099N

SAKSHI KHARABANDA

Proprietor

Place : New Delhi M.No.:523802

Date : 29 May 2023 UDIN:23523802BGUWGU1157