1. We have audited the accompanying standalone financial statements of Steel Authority of India Limited ('the Company'), which comprise the Balance Sheet as at 31 March 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information, in which are included the returns for the year ended on that date audited by the branch auditors of the Company's branches/units/marketing regions as listed in Appendix 1.
2. In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of the branch auditors as referred to in paragraph 17 below, 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 ('Ind AS') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2025, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Basis for Qualified Opinion
3 a) As referred in note 47.2 (a) to the accompanying standalone financial statements, The Nine Judge Bench of the the constitutional validity of the Entry Tax Act has been upheld by the Hon'ble Hon'ble Supreme court, vide its Supreme Court and the matters relating to levy of entry tax are now pending order dated 11th November, 2016, before Regular Benches of the High Court. Pending decision by the Hon'ble High upheld the Constitutional validity Court of Jharkhand, the management is of the view that no adjustment is required of the Entry Tax legislations passed in the accompanying standalone financial statements of the Company for the by the various States. However, the disputed entry tax demand in Jharkhand state amounting to ? 105.13 crore as Bench directed that certain other on 31 March 2025. However, in the absence of sufficient appropriate evidence to matters raised by the Petitioner, support the management's view, we are of the opinion that a provision for entry such as matter relating to Entry tax liability should be recognised in the standalone financial statements. Tax amounting to ?105.13 crore on
goods entering into the local area of Jharkhand from other States, etc. may be determined by regular benches hearing the matters. However, pending decision by the Courts, the disputed Entry Tax liabilities of ?105.13 crore have been treated by the Company as Contingent Liability.
3 b) As referred in Note 47.2 (b) to the accompanying standalone financial statements, the Company has accounted for ?344.75 crore refundable by Damodar Valley Corporation (DVC) pursuant to the tariff order of Jharkhand State Electricity Regulatory Commission (JSERC) dated 10th December, 2024, which follows the directions of the Appellate Tribunal for Electricity (APTEL). The refund which is to be adjusted in 24 equal monthly instalments in the power bills has commenced from January 2025. As per the communication from DVC, the total refund amount of ?344.75 crore includes ?175.82 crore towards principal and ?168.93 crore towards interest. Management is of the view that APTEL has still not issued final orders, as such JSERC tariff orders may still be subject to change due to the outcome of ongoing legal case pending before APTEL. However, the Company has adjusted the entire refund amount, including interest, against the total advance amount appearing in the books. This is not in compliance with the requirements of Ind AS 109, which require application of the Effective Interest Method and recognition of interest income separately in the Standalone Statement of Profit and Loss.
The Company continues to carry an amount of ?448.03 crore (?216.87 crore shown in Other Current Asset, ?132.09 crore shown in Other Current Financial Asset and ?99.07 crore shown in Other Non-Current Financial Asset) as advance paid to DVC for the period from FY 2012-13 to FY 2016-17. The said amount is not under any legal or regulatory dispute, and management has not provided sufficient appropriate audit evidence demonstrating the basis for its continued recoverability. In our opinion, the amount should have been provided for in the standalone financial statements for the year ended 31st March, 2025. Had the aforesaid matters been appropriately accounted for, the interest component embedded in the refund instalments would have been recognized as income as per Ind AS 109, resulting in a lower loss and higher equity for the year. Further, advances aggregating ?448.03 crore should have been provided for, which would have resulted in a decrease in current assets, an increase in the loss, and a corresponding reduction in equity as at 31st March, 2025.
Impact of all the above qualifications on the accompanying standalone financial statements for the year ended 31 March 2025 is as under:
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As at 31st March 2025
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Particulars
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Reported
balances
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Balances after impact of all the qualifications which are quantified
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Other Equity
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51,525.88
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50,972.72
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Deferred Tax Liability
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6,422.33
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6,283.11
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Other Non Current Financial Assets
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622.47
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523.40
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Other Current Financial Assets
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1,221.31
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1,089.22
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Other Current Assets
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2,910.94
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2,694.07
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Other Current Liabilities
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4196.07
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4,301.20
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The Company's view is that the cases are sub-judice and pending for adjudication before the various judicial authorities for a long time. Further, the civil appeal filed by DVC pertaining to tariff of 2004-09 against the Order of the Appellate Tribunal for Electricity (APTEL), have been dismissed by the Hon'ble Supreme Court of India vide its Order dated 3rd December, 2018. Accordingly, State Electricity Regulatory Commission (SERC) will finalise the retail tariff as directed by APTEL, the financial implication of which can only be ascertained after the Tariff fixation by SERC. Jharkhand SERC (JSERC) finalised the Category-wise Retail Supply Tariff of DVC for the period from FY 2006-07 to FY 2011-12 vide order dated 31st October, 2023. However, DVC has preferred an appeal before Hon'ble APTEL against the order of the JSERC regarding the consideration of non-tariff income in totality in the tariff order. APTEL vide its order dated 5th February, 2024 allowed the appeal of DVC with request to the Commission to pass an order afresh at the earliest.
The Commission in light of the Order of Hon'ble APTEL, passed the remand Order dated 23.07.2024. DVC challenged it before the Hon'ble APTEL regarding incorrect treatment of non-tariff income by JSERC in its tariff order. Hon'ble APTEL vide its interim order dated 15th Oct 2024 stayed the impugned tariff and JSERC was directed to calculate category wise tariff for the period under consideration. SAIL filed Civil Appeals before the Supreme Court, against this interim order of Hon'ble APTEL, however, Supreme Court vide its order dated 27th Jan. 2025 stated that it was not inclined to interfere with the impugned judgment passed by the Appellate Tribunal. In line with direction of Hon'ble APTEL, the JSERC has re-computed the ARR and category-wise tariff for the period FY 2006-07 to FY 2011-12 and issued the tariff order dated 10th Dec. 2024.
Our audit report on the standalone financial statements of the company for the year ended 31 March 2024 was also modified in respect of above matters.
4 We conducted our audit in accordance with the Standards on Auditing 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 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 together with the audit evidence obtained by the branch auditors, in terms of their reports referred to in paragraph 17 of the Other Matter section below is sufficient and appropriate to provide a basis for our qualified opinion.
On the basis of this order, DVC has communicated to BSL regarding refund of total amount of ?344.75 Crore. DVC started refunding the amount through adjustment in the power bill from January 2025 onward to be completed in 24 equal monthly instalments.
The amount of ? 587.72 crores paid to DVC retained as advance in the books of accounts has now been adjusted with the refundable amount of ? 344.75 Crores. The monthly instalment of ? 12.82 crores received for the period Jan 2025 to Mar 2025 has been accounted as deduction to the total receivable amount. Further, ? 50 crore advance, and liability of ? 76.10 crore kept in books of accounts related to that period has also been adjusted with the total advance amount of ?587.72 crore. After consideration of the above amounts, the net advance with M/s DVC of ?216.87 crore has been treated as contingent liability. In addition, the claims receivable from M/s DVC is ?306.29 crore.
The above disputed demands stated at (3a) and (3b), contested on valid and bonafide grounds, have been treated as contingent liabilities as these are not probable that present obligations exist as on 31st March, 2025. Therefore, there is no adverse impact on Profit for the year.
Emphasis of Matters
5. We draw attention to the following:
a) Note 47.4 to the accompanying standalone financial statements, wherein the Company has disclosed a demand of ?1905.52 crores raised by the Water Resources Department, Government of Jharkhand (including interest and penalty) towards revised water charges for industrial use from Tenu Ghat dam, as a contingent liability. The said demand arises pursuant to Notification No. 272 & 275 dated April 1, 2011, and a subsequent Notification No. 2/PMC/Jalapurti-175/2007-30 dated January 17, 2023. Although the Company had initially obtained interim relief through a writ petition which has been disposed of and the challenge to the notification has been dismissed by the Single Bench of Hon'ble Jharkhand High Court. The Company has preferred an appeal before the Division Bench, which is pending as on the reporting date. Further, the Company has commenced payment of the entire amount as billed by the Water Resources Department from February 2025 onwards. This matter has been considered as a contingent liability by plant as on March 31,2025.
b) Note 49.2 to the accompanying standalone financial statements, which describes that the revenue from operations include sales to government agencies aggregating to ? 9,496.05 crore for the year ended 31st March 2025 (cumulative upto 31st March 2025 of ? 18,143.43 crore) which is recognized on the basis of provisional prices as per the terms if sales with such Government agencies.
c) Note 49.10 to the accompanying standalone financial statements, wherein the Company has recognised sub-grade iron ore fines inventory amounting to ? 3,867.41 crores (40.22 Million Tonnes) as at 31st March, 2025, of which inventory amounting to ? 1,195.05 crores (12.34 Million Tonnes) is lying at the Topailore lease as per the latest drone survey report. The Company continues to carry such inventory at net realisable value, based on the average selling price of similar grade fines declared by Indian Bureau of Mines (IBM), adjusted for estimated selling expenses. However, the Company is yet to receive the necessary dispatch permission from the relevant authority for the Topailore lease, and no alternate arrangements for disposal or internal consumption are presently available.
d) Note 49.14 to the accompanying standalone financial statement, regarding suspension of certain officers and employees of the Company in the previous year and its subsequent revocation basis directions from the Ministry of Steel, Government of India. The matter is pending investigation by external investigative agencies on aspects relating to policy/pricing decisions of the Company as per directions of the Lokpal of India vide its order dated 10 January 2024. In view of the management, basis their internal assessment, the matter is not likely to have a material impact on the operations of the Company and/or these financial results.
e) Note 49.15 of the accompanying standalone financial statements, which describes that a claim of ?3.60 crores has been recognized in the books of accounts in relation to irregular transactions. Out of this, an amount of ?0.45 crores has been recovered, and efforts are ongoing to recover the balance of ?3.15 crores. Pending recovery, a provision of ?3.15 crores has been made in the books of accounts.
Our opinion is not modified in respect of these matters.
Key Audit Matters
6. Key audit matters are those matters that, in our professional judgment, and based on the consideration of the reports of the branch auditors as referred to paragraph 17 below, 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.
7 In addition to the matters described in the Basis for Qualified Opinion, we have determined the matters described below to be the key audit matters to be communicated in our report.
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Key audit matter
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How our audit addressed the key audit matter
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Provision and contingent liabilities relating to ongoing litigations
The Company is subject to a number of legal, regulatory and tax cases for which final outcome cannot be easily predicted and which could potentially result in significant liabilities.
Management's disclosures with regards to provisions and contingent liabilities relating to ongoing litigations are presented in note 47.1 to the Company's Standalone Financial Statements. Refer note 3.15 for related material accounting policy information adopted by the Company.
The assessment of whether a liability is recognised as a provision or disclosed as a contingent liability in the standalone financial statements is inherently subjective and requires significant management judgement in determination of the cash outflows from the business, interpretation of applicable laws and regulations, and careful examination of pending assessments at various levels of regulatory authorities.
Since the amounts involved are significant and due to the range of possible outcomes leading to high estimation and uncertainty that requires significant management and auditor judgement, this matter is considered to be a key audit matter for the current year audit.
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Our audit procedures included, but
were not limited to the following:
• Obtained understanding of the process of identification and measurement of provisions and contingent liabilities relating to ongoing litigations implemented by the Management, through various discussions held with Company's legal and finance personnel.
• Evaluated the design and tested the operating effectiveness of the controls put in place by the management in relation to assessment of the outcome of the pending litigations.
• Inspected the summary of litigation matters and discussed key developments during the year with the Company's Legal and Finance personnel.
• Inspected and evaluated, where applicable, external legal and/ or regulatory advice sought by the Company. Obtained direct confirmations from the dealing lawyers for certain material ongoing litigations.
• Evaluated the design and tested the operating effectiveness of the controls put in place by the management in relation to assessment of the outcome of the pending litigations.
• Inspected the summary of litigation matters and discussed key developments during the year with the Company's Legal and Finance personnel.
• Inspected and evaluated, where applicable, external legal and/ or regulatory advice sought by the Company. Obtained direct confirmations from the dealing lawyers for certain material ongoing litigations.
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• Discussed and challenged the management's assessment of the likelihood, magnitude and accounting of any liability that may arise in certain material cases. Accordingly, we reviewed the amount of provisions recognised and contingent liabilities disclosed in the standalone financial statements and exercised our professional judgment to assess appropriateness of such conclusions, involving experts as required.
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• Evaluated the adequacy of disclosures made in the Company's standalone financial statements in accordance with the applicable accounting standards.
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Property, plant and equipment and intangible assets (including capital work in progress)
As at 31st March 2025 the Company has Property, Plant and Equipment ('PPE'), Intangible Asset ('IA') and CapitalWork- in-Progress ('CWIP') with carrying value of ? 65,022.90 crore, ? 1425.69 crore, ? 7206.21 crore, respectively, as disclosed in note 4, note 7 and note 5 of the accompanying Standalone Financial Statements. Refer note 3.1 for the material accounting policy information adopted by the Company for recognition and measurement of such non-current assets.
Determination of carrying values and their respective depreciation and amortisation amounts of PPE, IA and CWIP requires considerable management judgement. These include the decisions to capitalise or expense costs, the annual asset life review, the timeliness of the capitalisation of assets and the use of management's assumptions and estimates for the determination and measurement of assets retired from active use, in accordance with the requirements of Ind AS 16 - Property, Plant and Equipment ('Ind AS 16') and Ind AS 38 - Intangible Assets ('Ind AS 38').
Our audit procedures included, but
were not limited to the following:
• Obtained an understanding of the management's process of recording the transactions pertaining to capital expenditure incurred by the company and evaluated the accounting policies adopted by the company in accordance with the requirements of Ind AS 16 and Ind AS 38.
• Evaluated the design and tested the operating effectiveness of the controls put in place by the management in relation to the above process.
• Tested the amounts capitalized during the year, on a sample basis, by inspecting supporting documents and evaluating whether assets capitalized satisfied the recognition criteria and were recognized accurately in the correct periods and with correct amounts.
• Reviewed the judgements made by management in determination of carrying values of the specified non-current assets including the nature of underlying costs capitalized, determination of realizable value of the assets retired from active use, the appropriateness of useful lives applied in the calculation of depreciation as determined by technical assessment by management and external technical experts, where required, and evaluation of appropriateness of long standing CWIP balances pertaining to long-term projects.
The carrying value of CWIP also includes balances pertaining to long¬ term projects which requires careful examination of continuity and viability of such projects.
Considering the significance of amounts involved in the context of the balance sheet of the Company and the level of judgements and estimates required, we consider this to be a key audit matter in the current year audit.
By-products inventory
Refer to note 3.7 of summary of material accounting policy information and other explanatory information for valuation of by-products amounting to ? 4,901.03 crore as at 31st March 2025 and significant accounting judgements, estimates and assumptions related thereto and the note 3.21.4 of the standalone financial statements.
Inventories of by-products mainly consist of sub- grade fines, iron and steel scrap embedded in BF slag and LD slag and slime, and tailings containing iron ore fines, which are accumulated in stock piles.
Further, as explained in notes 49.10, pursuant to the order of Ministry of Mines, Government of India dated 16th September 2019, certain by-products were allowed to be sold and hence, were valued for the first time in the previous years.
The management of the Company also sought the opinion of Expert Advisory Committee of the ICAI ('EAC Opinions') on recognition and measurement of by-product inventories.
Valuation of such items requires management to exercise significant judgement in respect of use of estimates for determination of the quantity, quality and valuation rate of these items.
Further, basis the expected future salability and plans for captive consumption of such by-product inventories, the management has classified inventory expected to be sold / consumed after 12 months from the date of balance sheet, being the operating cycle of the Company, as non-current inventory.
• Evaluated the appropriateness and adequacy of the related disclosures in the standalone financial statements in accordance with the applicable accounting standards.
in conjunction with the EAC Opinions obtained by the management.
• In assessing management's assessment of the value of by products, we discussed in detail with the management to understand the procedures adopted in ascertaining the quantity and quality (including gradation) of the by- products considered for valuation.
Our audit procedures included, but
were not limited to the following:
• Obtained an understanding of the processes and procedures, including controls relating to identification of sub grade fines, iron and steel scrap embedded in BF slag and LD slag and slime containing iron ore fines ('by¬ products').
• Evaluated the accounting policy adopted by the Company for valuation of the by-product inventory in accordance with the requirements of Ind AS 2, Inventory
• Management's estimate of the NRV was verified with reference to the average selling price (ASP) published by the Indian Bureau of Mines. We also obtained technical analysis report from external experts sought by management for determining the quantity of by¬ products and the chemical analysis report used by the management for arriving at the quality (including gradation) of fines.
Owing to the insignificant movement in sales / consumption of such by¬ products inventory, the materiality of the carrying value thereof and the complexities discussed above, we have considered this area as a key audit matter in the current year audit.
Further, the management's assessment of classification and valuation of aforesaid inventory as described in note 49.10 is considered fundamental to the understanding of the users of the standalone financial statements.
• Obtained management's
working of estimated future sales / consumption used for classification of the by- product inventory between current and non-current, and tested the underlying assumptions basis our understanding of the processing and further approvals required for sale of such inventory in addition to evaluating management's estimates on availability of demand for such by-products.
• Evaluated the appropriateness and adequacy of the related disclosures in the standalone financial statements in accordance with the applicable accounting standards.
Information other than the Standalone Financial Statements and Auditor's
Report thereon
8 The Company's Board of Directors are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor's report thereon. The Annual Report 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 Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.
Responsibilities of Management and Those Charged with Governance for the
Standalone Financial Statements
9 The accompanying standalone financial statements have been approved by the Company's Board of Directors. The Company's Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation 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 specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
10 In preparing the standalone financial statements, the Board of Directors 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 Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
11 The Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
12 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 Standards on Auditing 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.
13 As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act 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 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 management;
Conclude on the appropriateness of Board of Directors' 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; and
Obtain sufficient appropriate audit evidence regarding the financial statements/ financial information of the Company and its branches/units/marketing regions or the business activities within the Company to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of standalone financial statements of the Company and such branches/units/marketing regions included in the standalone financial statements, of which we are the independent auditors. For the other branches/ units/marketing regions included in the standalone financial statements, which have been audited by the branch auditors, such branch auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
14 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.
15 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.
16 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.
Other Matter
17 We did not audit the annual financial statements/financial information of 09 branches/units/marketing regions included in the standalone financial statements of the Company whose annual financial statements/financial information reflects total assets of ? 52,214.50 crore as at 31 March 2025, and the total revenues of ? 38,643.44 crore, total net loss after tax of ? 34.62 crore, total comprehensive loss of ? 13.22 crore, and cash outflow (net) of ? 6.15 crore, respectively, for the year ended on that date, as considered in the standalone financial statements. These annual financial statements/financial information have been audited by the branch auditors whose reports have been furnished to us by the management, and our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of branches/units/marketing regions, and our report in terms of sub-section (3) of section 143 of the Act in so far as it relates to the aforesaid branches, is based solely on the report of such branch auditors.
18 We draw attention to the fact that during the year ended 31st March 2025, the Company was not in compliance with the requirements of Section 149, 177, and 178 of the Companies Act, 2013, read with Regulations 17, 18, and 19 read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, relating to the composition of the Board of Directors and its committees. The Board of Directors consisted of 11 members, of which only 3 are independent directors, which is less than the prescribed minimum of one-third as per Section 149(4) of The Companies Act, 2013. During the year, the Company did not had a woman director as well as 3 other independent directors on the Board but until April 2025. Consequently, the Audit Committee and the Nomination and Remuneration Committee were also not constituted in accordance with the above-mentioned applicable provisions during the financial year. The standalone financial results for the year ended 31st March 2025, as stated in Note 1, were approved by the Board on the recommendation of the Audit Committee.
Our opinion above on the standalone financial statements, and our report on other legal and regulatory requirements below, are not modified in respect of the above matters with respect to our reliance on the work done by and the reports of the branch auditors.
19 The standalone financial statements of the Company for the year ended 31 March 2024 were audited jointly by the predecessor auditors, M/s Walker Chandiok & Co. LLP, M/s J N Gupta & Co. LLP, M/s SPARK & Associates Chartered Accountants LLP and M/s Vinod Singhal & Co. LLP, who have expressed a qualified opinion on those standalone financial statements vide their audit report dated 20 May 2024.
Steel Authority of India Limited (SAIL) being a Government Company, Directors (including Independent Directors) are appointed based on the nomination by Government of India. The status of the vacancies in various positions in the Board and the consequence of the same for non -compliance with request for filling up the vacancies in the positions of the Executive Directors and Independent Directors was pursued by the Company with the Administrative Ministry vide our letter dated 21.03.2025, 30.10.2024, 08.04.2024 and 22.03.2024. The same was also taken-up with the Administrative Ministry and DPE earlier also. The Board has been regularly kept informed in this regard.
Report on Other Legal and Regulatory Requirements
20 Based on our audit, and on the consideration of the reports of the branch auditors as referred to in paragraph 17 above, we report that the provisions of section 197 read with Schedule V to the Act are not applicable to the Company since the Company is a Government company as defined under section 2(45) of the Act. Accordingly, reporting under section 197(16) is not applicable.
21 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 we give in the Annexure I, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
22 Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, and on the consideration of the reports of the branch auditors as referred to in paragraph 17 above, we report, to the extent applicable, that:
a) We have sought and except for the matters described in the Basis for Qualified Opinion section, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;
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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us, except for the effects of the matters described in the Basis for Qualified Opinion section and except for the matters stated in paragraph 21(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).
c) The reports on the accounts of the branch offices of the Company audited under section 143(8) of the Act by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report;
d) The standalone financial statements dealt with by this report are in agreement with the books of account and with the returns received from the branches not visited by us;
e) Except for the effects of the matters described in the Basis for Qualified Opinion section, in our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;
f) The provisions of section 164(2) of the Act are not applicable to the Company since the Company is a Government company as defined under section 2(45) of the Act;
g) The qualification/modification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 3 of the Basis for Qualified Opinion section, paragraph 21(b) above on reporting under section 143(3)(b) of the Act and paragraph 21(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);
h) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company as on 31 March 2025 and the operating effectiveness of such controls, refer to our separate report in Annexure II wherein we have expressed an unmodified opinion; and
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 (as amended), in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the branch auditors as referred to in paragraph 17 above:
i. Except for the effects of the matters described in paragraph 3 of the Basis for Qualified Opinion section, the Company, as detailed in note 47.1 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2025;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2025;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2025 except ? 1.00 crore pertaining to unclaimed matured deposits which was required to be deposited in the Investor Education and Protection Fund during the year ended 31st March 2018 and which has not been deposited till 31st March 2025;
The matured deposit have already been claimed by the successors/ relatives of the individuals but is pending for submission of document of proof of legal heir by the claimants. Appropriate procedure is being followed for refunding the matured deposits to the legal heirs.
iv.
a. The management has represented that, to the best of its knowledge and belief, as disclosed in note 51.7(a) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities ('the 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 ('the Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;
b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 51.7(b) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ('the 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 such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.
v. The interim/final dividend paid by the Company during the year ended 31 March 2025 in respect of such dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend
As stated in note 49.16 to the accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 March 2025 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.
vi. Based on our examination which included test checks except for the instance mentioned below, the Company, in respect of financial year commencing on 1 April 2024, have used accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with, other than the consequential impact of the exception given below.
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Nature of exception noted
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Details of Exception
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Audit trail facility is being imple¬ mented shortly.
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Instances of accounting software for maintaining books of account which did not have a feature of recording audit trail (edit log) facility
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The audit trail feature of certain accounting software used for maintaining books of accounts of one plant does not have a feature of recording audit trail (edit log) facility. Additionally, certain features of audit trail (edit log) were not enabled for the entire financial year at one plant.
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Instances of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated throughout the year for all relevant transactions recorded in the software
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The audit trail feature was not enabled at the database level for certain accounting software for corporate office, one unit, five marketing regions and seven plants to log any direct data changes, used for maintenance of all accounting records by these corporate office/unit/marketing regions/plants.
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The matter is under review for neces¬ sary action.
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23 As required by section 143(5) of the Act, we give in 'Annexure III', a statement on the matters specified in the directions issued by the Comptroller and Auditor General of India in respect of the Company.
For J N Gupta & Co. LLP For S P A R K & Associates Chartered
Chartered Accountants Accountants LLP
Firm Registration No. 006569C/W100892 Chartered Accountants
Firm Registration No. 005313C/C400311
CA. Akansh Gupta
Partner CA. Nilesh Gupta
M.No. 456312 Partner
UDIN: 25456312BMUICY2917 M.No. 406020
UDIN: 25406020BMUHVJ8498
For Vinod Singhal & Co. LLP
Chartered Accountants For APT & Co. LLP
Firm Registration No. 005826C/C400276 Chartered Accountants For and on behalf of the Board of
Firm Registration No. 014621C/N500088 Directors
CA. Shivani Gupta Sd/-
Partner CA. Ashish Goyal (Amarendu Prakash)
MNo- 078389 Partner Chairman & Managing Director
UDIN: 25078389BMOYNA3698 M.No. 534775
UDIN: 25534775BMJIYR6268
Place: New Delhi Place : New Delhi
Date: 28th May 2025 Date: 11th August, 2025
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