Independent Auditor's Report

To The Members of India Power Corporation Limited
(formerly DPSC Limited)

Report on the Audit of the Standalone Financial Statements
QUALIFIED OPINION

We have audited the accompanying Standalone Financial
Statements of India Power Corporation Limited (Formerly
DPSC Limited) (‘the Company'), which comprise the
Balance Sheet as at March 31, 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
Standalone 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, except for
the impact of the matters as described in the Basis for
Qualified Opinion paragraph, 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 Standards)
Rules, 2015, as amended, ("Ind AS") and other accounting
principles generally accepted in India, of the state of affairs
of the company as at March 31, 2023, the profit and total
comprehensive loss, changes in equity and its cash flows
for the year ended on that date.

BASIS FOR QUALIFIED OPINION

1 (a) We draw attention to note 10.2 of the Standalone

Financial Statements regarding the valuation of
beneficial interest in Power Trust of ' 26,092.09
lakhs being derived on the basis of a valuation
report. As the major underlying asset of Power Trust
is subject to a case filed with National Company Law
Tribunal (NCLT) under Insolvency and Bankruptcy
Code, 2016 (IBC) which is pending as on date, the
appropriateness of the carrying amount of the
beneficial interest is dependent on the assumptions
regarding the outcome of the case and hence may
change significantly. As the matter is sub-judice,
the impact of the above matter on the Standalone
Financial Statements cannot be ascertained.

1 (b) Further in continuation to the above and to note

17.2 of the Standalone Financial Statements
regarding receivables from Power Trust of ' 19,970
lakhs with respect to sale of investments by the
Company, necessary provision against the same
has not been made in the Standalone Financial
Statements. Considering the receivable amount

being unsecured and recovery of the same being
dependent on the outcome of the case as referred
above, we are unable to quantify the impact on the
Standalone Financial Statements.

2. We draw attention to note 46(d) in the Standalone
Financial Statements regarding an application before
National Company Law Tribunal under Section 7 read
with Section 60(2) of the Insolvency and Bankruptcy
Code, 2016 against the Company filed by the lenders of
Meenakshi Energy Limited for invocation of Corporate
Guarantee given by the Company. The events and
conditions along with other matters as set forth in the
said note, indicate uncertainty on the outcome of the
above matter. As it is sub-judice, the impact of the same
on the Standalone Financial Statements cannot be
ascertained.

3. We draw attention to note 16.1 and 17.1 in the Standalone
Financial Statements regarding unsecured loans
including interest accrued thereon of ' 3,753.24 lakhs
recoverable from Meenakshi Energy Limited (MEL).
Based on the development in the Resolution Process
of MEL read with relevant sections of Insolvency and
Bankruptcy Code, 2016, the carrying amount of above
receivable as recognised in the Standalone Financial
Statements does not hold good for recovery.

Due to this, Profit before Taxes for the year ended March
31, 2023 are overstated by ' 3,753.24 lakhs and Loans
including interest accrued are overstated by ' 3,753.24
lakhs.

4. We draw attention to note 30.3 in the Standalone
Financial Statements, where one of the power suppliers
of the Company has adjusted the dues related to the
Company amounting to ' 8,717.06 lakhs from another
Body Corporate without taking express consent from the
Company. This is disputed by the Company. Pending the
response from the supplier, we are unable to comment
on the related disclosure and compliances.

We conducted our audit in accordance with the Standards
on Auditing specified under section 143(10) of the Act (SAs).
Our responsibilities under those Standards are further
described in the Auditor's 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 (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 there
under, 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
Qualified Opinion.

KEY AUDIT MATTERS

Key Audit Matters (KAM) 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.

Except for the matters described in the Basis for Qualified
Opinion paragraph, we have determined that there are no
other key audit matters to communicate in our report.

INFORMATION OTHER THAN THE STANDALONE
FINANCIAL STATEMENTS AND AUDITOR'S
REPORT THEREON

The Company's Board of Directors is responsible for the
other information. The other information comprises the
information included in the Director's Report including
annexures to Director's Report, but does not include the
Standalone Financial Statements and our auditor's report
thereon.

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 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. Based on the records,
information and explanation provided, we have nothing to
report in this regard.

MANAGEMENT'S RESPONSIBILITY 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, cash flows and changes in equity of the Company
in accordance with the Ind AS and 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
misstatements, 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 management
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

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

AUDITOR'S 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 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 controls
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 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 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 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 reasonable knowledgeable user of the Standalone
Financial Statements may be influenced. We consider
quantitative 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.

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 auditor's
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 REGULATORYREQUIREMENTS

1. As required by the Companies (Auditor's Report) Order,
2020 ("the Order") issued by the Central Government
of India in terms of Section 143(11) of the Act, and
according to the information and explanations given
to us and also on the basis of such checks as we
considered appropriate, we give in the "Annexure A" a
statement on the matters specified in paragraphs 3 and
4 of the Order.

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
purpose of our audit;

b) Except for the possible effect of the matters
described in the Basis for Qualified Opinion
paragraph, in our opinion, proper books of accounts
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),
Cash Flow Statement and the Statement of
Changes in Equity dealt with by this Report are in
agreement with the books of account;

d) In our opinion, except for the possible effect of the
matters described in the Basis for Qualified Opinion
paragraph, the aforesaid Standalone Financial
Statements comply with the Indian Accounting
Standards (Ind AS) specified under Section
133 of the Act, read with relevant Rules issued
thereunder;

e) On the basis of the written representations
received from the directors as on March 31, 2023,
taken on record by the Board of Directors, none of
the directors is disqualified as on March 31, 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 over financial reporting of the
Company and the operating effectiveness of such
controls, refer to our separate Report in "Annexure
B".

g) With respect to the other matters to be included
in the Auditor's Report in accordance with the
requirements of section 197(16) of the Act, as
amended:

As per the information and explanation given to
us and on the basis of our examination of the
records, the managerial remuneration has been

paid or provided in accordance with the requisite
approvals mandated by the provisions of section
197 read with Schedule V to the Act.

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, 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.

ii) There has been no material foreseeable
losses on long term contracts including
derivative contracts, therefore the Company
has not made any provisions as required
under the applicable law or Indian Accounting
Standards;

iii) There has been no delay in transferring
amounts, 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,
no funds have been advanced or loaned
or invested by the company to or in
any other person or entities, 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, no funds have been received by
the company from any person or entity,
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 that were
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 iv (a) and iv (b) contain any
material misstatement.

v) a) The final dividend proposed in the

previous year, declared and paid by
the company during the year is in
accordance with section 123 of the Act,
as applicable.

b) The Board of Directors of the Company
have 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, as applicable.

vi) As proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 is applicable for the
Company only w.e.f. April 1, 2023, reporting
under this clause is not applicable.

FOR S S KOTHARI MEHTA & COMPANY

Chartered Accountants
Firm Registration No. 000756N

Rana Sen

Partner

Place: Kolkata Membership No. 066759

Date: May 25, 2023 UDIN: 23066759BGVUJJ6121