We have audited the accompanying standalone financial
statements of SEPC Limited ("the Company"), which comprise
the Balance Sheet as at March 31, 2025, and the Statement
of Profit and Loss, including Other Comprehensive Income,
Statement of Changes in Equity and Statement of Cash Flows
for the year then ended, and notes to the standalone financial
statements, including material accounting policy information
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, except for the effects of the
matters described in the Basis for Qualified opinion section of
our report, 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 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, 2025,
and profit (including other comprehensive income), changes
in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

i. The carrying value of Deferred Tax Asset (DTA) as on
March 31, 2025, include an amount of Rs. 29,548.46
Lakhs (March 31, 2024 Rs.30,870.91 lakhs), which was
recognized on carried forward business losses of Rs.
84,559.48 Lakhs (March 31, 2024 Rs.88,343.94 lakhs).
Due to non-availability of sufficient appropriate audit
evidence to corroborate management's assessment that
sufficient taxable profits will be available in the future
against which such carried forward business losses can
be utilised as required by Ind AS 12: "Income taxes", we
are unable to comment on adjustments, if any, that may
be required to the carrying value of the aforesaid DTA as
on March 31, 2025. (Refer Note 41(B) of the Standalone
financial statements).

ii. Non-Current Contract Assets include overdue balances
of Rs.6,959.44 Lakhs as on March 31, 2025 (March 31,
2024 Rs.6,959.44 Lakhs) [net of provisions amounting to
Rs.926.98. Lakhs (March 31,2024 Rs.926.98 lakhs)] and
Non-Current Trade Receivables include overdue balances
Rs.495.18 Lakhs as on March 31, 2025 (March 31, 2024
Rs.495.18 lakhs) [net of provisions amounting to Rs.
82.99 Lakhs (March 31, 2024: Rs.82.99 lakhs)], relating
to dues on projects which have been stalled due to delays
in obtaining approvals from the regulatory authorities.

Due to the non-availability of sufficient appropriate audit
evidence to corroborate management's assessment of
the recoverability of the said balances on these projects,
we are unable to comment on the carrying value of these
non- current Contract Assets and non-current Trade
Receivables and the consequential impact if any, on the
Standalone financial statements of the Company for the
year ended March 31, 2025. (Refer Note 8.1 and 11.1 of
the Standalone financial statements).

These matters were also qualified in our report on the
standalone financial statements for the year ended March 31,
2024.

We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Act. Our responsibilities under
those Standards are further described in the '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 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 obtained by us is sufficient and appropriate
to provide a basis for our qualified opinion.

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 for the year ended March
31,2025. 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. In addition to the matter described
in the Basis for Qualified Opinion section we have determined
the matters described below to be the key audit matters to be
communicated in our report.

Provision for Expected credit loss

Refer to Note no 8,10,11,12,15,16,20 in the Standalone
Financial Statements Contract Assets are accounted based
on the contractual terms and management's assessment of
recoverability from customers. The recoverability of the same
is mainly based on certification of the work done as certified
by the engineer/expert of the customers as per the specific
requirements of the contracts.

Expected credit losses are measured based on the present
value of cash shortfalls over the remaining expected lives

of the trade receivables and contract assets. The Company
estimates and recognises allowance for expected credit
losses on these trade receivables and contract assets which
involves consideration of ageing status, historical payment
records, the likelihood of collection based on the terms of the
contract and the credit information of its customers.

We have identified provisioning for expected credit loss as a
key audit matter as the calculation of expected credit loss is
a complex area and requires management to make significant
assumptions and estimations on customer payment trends
and behaviour in order to determine the amounts and timing
of expected future cash flows.

How the Key Audit Matter was addressed in our audit:

Our audit procedures in respect of this area included:

1. Obtained an understanding of the Company's process
relating to allowance for credit loss and assessed the
management's estimate and related policies used in the
credit loss analysis.

2. Verified design, implementation and operating
effectiveness of controls over development of the
methodology for the computation of provision for
expected credit losses including completeness and
accuracy of information used in such estimation and
computation.

3. Examined, on a test check basis, the objective evidence
relating to the impairment of trade receivables and
Contract Assets and the key assumptions used in the
determination of expected credit loss.

4. Reviewed the appropriateness of management's ageing
analysis based on days past due by examining the
original documents (such as invoices and bank deposit
advice) on test check basis.

5. Evaluated the competence, capabilities and objectivity
of management's expert engaged for the determination
of provision for expected credit loss, obtained an
understanding of the work of the expert, and evaluated
the appropriateness of the expert's work as audit
evidence.

6. Assessed the adequacy and appropriateness of the
disclosures in the financial statements with respect
to expected credit losses in accordance with the
requirements of applicable Indian Accounting Standards.

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
Management report, Director's report along with annexures,
but does not include the standalone financial statements and
our auditor's report thereon.

The Management report, Directors' report along with
annexures is expected to be made available to us after the
date of this auditor's report.

Our opinion on the standalone financial statements does not
cover the other information and we 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 the Management report, Directors' report
along with annexures, if we conclude that there is a material
misstatement therein, we are required to communicate the
matter to those charged with governance under SA 720 'The
Auditor's responsibilities Relating to Other Information.

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, changes in equity and cash flows of
the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under section 133 of the Act. 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 statement 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, the
Management and Board of Directors are 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 Board of Directors 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.

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 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.

We give in "Annexure A" a detailed description of Auditor's
responsibilities for Audit of the Standalone Financial
Statements.

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
Act, we give in "Annexure B" 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 except, for the possible effect
of the matter described in the Basis for Qualified
Opinion above, obtained all the information and
explanations which to the best of our knowledge
and belief were necessary for the purposes of our
audit.

b. Except for the possible effects of the matter
described in the Basis of Qualified Opinion section
above, 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 including daily back-up of books of accounts
and other books and papers maintained in electronic
mode, except for the matters stated in the paragraph
2(i)(vi) below on reporting under rule 11(g).

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 Flow dealt with by this Report are in
agreement with the books of account.

d. Except, for the matter described in the Basis of
Qualified Opinion section above, in our opinion, the
aforesaid standalone financial statements comply
with the Accounting Standards specified under
Section 133 of the Act.

e. The matters described in Basis for Qualified Opinion
paragraph above, in our opinion, may have an
adverse effect on the functioning of the Company.

f. On the basis of the written representations received
from the directors as on March 31, 2025 taken
on record by the Board of Directors, none of the
directors are disqualified as on March 31,2025 from
being appointed as a director in terms of Section
164 (2) of the Act.

g. The qualification relating to the maintenance of
accounts and other matters connected therewith
are as stated in the Basis for Qualified Opinion
above and paragraph 2(i)(vi) below on reporting
under Rule 11(g).

h. With respect to the adequacy of the internal financial
controls with reference to standalone financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure C".

i. 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 the impact of
pending litigations on its financial position in
its standalone financial statements - Refer
Note 56 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. (a) The Management has represented

that, to the best of its knowledge and
belief, as stated in note no 64 to the
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, 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 stated in note no 64 to the financial
statements 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,
as on the date of this audit report, 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,
and according to the information and
explanations provided to us by the
Management in this regard 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.

v. The Company has neither declared nor paid
any dividend during the year.

vi. Based on our examination which included test
checks, the Company has used an accounting
software for maintaining its books of account