Auditor Report of NTPC Green Energy Ltd.

Mar 31, 2025

We have audited the accompanying Standalone Financial Statements of NTPC Green Energy Limited ("the Company"), which
comprise the Standalone Balance Sheet as at 31 March 2025, the Standalone Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the
year then ended and notes to the Standalone Financial Statements, including a summary of the material accounting policies and
other explanatory information for the year ended on that date (hereinafter referred to as "Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone
Financial Statements give the information required by the Companies Act, 2013, ("the Act") in the manner so required and
give a true and fair view in conformity with the Indian Accounting Standards ("Ind AS") prescribed under section 133 of the Act
read with the Companies (Indian Accounting Standard) Rules, 2015, as amended, and other accounting principles generally
accepted in India, of the state of affairs of the Company as at 31 March 2025, its profit including other comprehensive income,
the 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 (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 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 opinion on the Standalone
Financial Statements.

Emphasis of Matter

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

1. Note No. 33(a) regarding obtaining periodic balance confirmations from parties and banks and of reconciliation of balances
with customers appearing under trade receivables. Some of balances appearing under trade payable / other payables and
advances given are subject to confirmation / reconciliation and adjustment, if any, will be accounted for on confirmation
/ reconciliation of the same.

2. Note No. 2(b) & 50(c) regarding lease of land for a period of 33 years for development of Green Hydrogen Hub in Andhra
Pradesh and amortization of leasehold land. Amounts paid and expenses incurred (net of refund received ''3.37 crore) till
31 March 2025 of ''1,005.16 crore (upto 31 March 2024 ''1,006.82 crore) are disclosed as "Right of Use" ("ROU") leasehold
land asset under Property, Plant and Equipment in Note 2. Even though the project plan for Green Hydrogen Hub is under
evaluation by the Company as on date, the amortization of ROU asset has commenced from the date of commencement
of lease i.e. 19 February 2024 taking lease term as 33 years as per material accounting policy no. C.12(e) resulting in
amortization of ''30.41 crore during the financial year ended 31 March 2025 (31 March 2024 ''5.09 crore) which has been
treated as Capital Work in Progress ("CWIP") and included in ''Expenditure during construction period'' in CWIP as on 31
March 2025.

Our opinion is not modified in respect of matters mentioned in above paragraphs.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Standalone

Financial Statements of the current period. These matters were addressed in the context of our audit of the Standalone Financial
Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For
matter below, description of how our audit addressed the matter is provided in that context. We have determined the matter
described below to be the key audit matter to be communicated in our report.

Key Audit Matter	How our audit addressed the key audit matter
The Company has a material operational	» Read the Company''s Material Accounting Policy with respect to impairment
assets base (PPE) relating to generation	in accordance with Ind AS 36 "Impairment of Assets".
of electricity.	» We have obtained an understanding and tested the design and operating
We considered this as a key audit matter	effectiveness of controls as established by the Company''s management for
as the carrying value of PPE requires	impairment assessment of PPE.
impairment assessment based on the	» We evaluated the Company''s process of impairment assessment in assessing
future expected cash flows associated	the appropriateness of the impairment model including the independent
with the power plants (Cash Generating	assessment of discount rate, projected generation, power purchase
Units).	agreements period etc. » We evaluated and checked the calculations of the cash flow forecasts
(Refer note no. 42 to the Standalone	prepared by the Company taking into consideration the tariff rates applicable
Financial Statements, read with the	for the tariff period of 25 years from commencement of operations of assets
Material Accounting Policy No. C.13)	along with the aforementioned assumptions. » Based on the above procedures performed, we observed that the Company''s impairment assessment of the PPE is adequate and reasonable.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises
the Corporate Governance Report and the information included in the Directors'' Report including Annexures, Management
Discussion and Analysis, Business Responsibility and Sustainability Report and other company related information (but does
not include the Consolidated Financial Statements and Standalone Financial Statements and our auditors'' report thereon),
which are expected to be made available to us after the date of this auditor''s report.

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
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 during the course of our audit, or otherwise appears to
be materially misstated.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance and take appropriate actions, if required.

Responsibilities of Management and those charged with governance for the Standalone Financial
Statements

The Company''s Board of Directors is 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
accounting principles generally accepted in India including the Indian Accounting Standards (Ind AS) prescribed under section
133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015, as amended. 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.

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.

The Board of Directors of the Company are also responsible for establishing and maintaining adequate and effective controls in
respect of use of accounting software that entails the requisite features as prescribed by the Companies (Accounts) Rules, 2014,
as amended, including an evaluation and assessment of adequacy and effectiveness of the Company''s accounting software in
terms of recording and audit trail of each and every transaction and ensuring that the audit trail cannot be disabled and the
audit trail is preserved by the Company as per the statutory requirements for record retention.

The Board of Directors is 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 judgement and maintain professional skepticism throughout
the audit. We also:

» Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control;

» Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether
the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

» Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.

» Conclude on the appropriateness of 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 financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters.
We describe these matters in our 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 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 section 143(11) of the Act, and on the basis of such checks of the books and records of the Company as
we considered appropriate and according to the information and explanations given to us, we give in "Annexure 1" a
statement on the matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable.

2. We are enclosing our report in terms of Section 143(5) of the Act, on the basis of such checks of the books and records
of the Company as we considered appropriate and according to the information and explanations given to us, in the
"Annexure 2" on the directions issued by the Comptroller and Auditor General of India.

3. As required by Section 143(3) of the Act, we report that:

(a) Except for the following matter, 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:

Employee benefit expenses of '' 63.92 crore included in Note No. 28 relates to employees of NTPC Limited (the holding
Company) which are on secondment basis with the Company and the supporting documents for these expenses are
being maintained by and are in the custody of the Holding Company.

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

(c) The Balance Sheet, the Statement of Profit and Loss (including other Comprehensive income), the Statement of
Changes in equity and the Statement of Cash Flows dealt with by this report are in agreement with the books of
account.

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards prescribed
under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended.

(e) Being a Government Company pursuant to the Notification No. GSR 463 (E) dated 5 June 2015 issued by the Ministry

of Corporate affairs, Government of India, provisions of Section 164(2) of the Act are not applicable to the Company.

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

(g) As per notification No. GSR 463 (E) dated 5 June 2015 issued by the Ministry of Corporate Affairs, Government of
India, Section 197 of the Act is not applicable to the Government Companies. Accordingly, reporting in accordance
with requirements of provisions of section 197(16) of the Act is not applicable to the Company, being a Government
Company.

(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, wherever the same is ascertainable, on its financial
position in its Standalone Financial Statements. Refer note no. 52 to the Standalone Financial Statements.

ii. The Company has no long-term contracts including derivative contracts for which any provision is required
under any law or Indian Accounting Standards for material foreseeable losses.

iii. There are no amounts which are 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 disclosed in note no.

53(xvi) 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, as disclosed in note no. 53(xvi)
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, directly or indirectly lend or invest in other persons or entities identified
in any manner whatsoever by or on behalf of the Funding party ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations made
to us under sub-clause (i) and (ii) of Rule 11(e) of the Companies (Audit and Auditors) Rules, 2014, as provided
under paragraphs (iv)(a) and (b) above contain any material misstatement.

v. No dividend has been declared or paid during the year by the Company.

vi. Based on our examination, which included test checks, and based on the confirmation given by NTPC Limited
(the holding company) who is operating and maintaining accounting software i.e. SAP, shared with us by the
Company, the Company has used an accounting software for maintaining its books of account which has a
feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software. Further, during the course of audit we did not come across any instance
of audit trail feature being tempered with. The Company has preserved the audit trail as per the statutory
requirements prescribed under the Act for records retention.

For P.R. Mehra & Co

Chartered Accountants
(Firm''s Registration No. 000051N)

Sd/-

Ashok Malhotra

Partner

Place: New Delhi Membership No: 082648

Dated: 21 May 2025 UDIN:25082648BMORWK4231

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Mar 31, 2024

We have audited the accompanying Standalone Financial Statements of NTPC Green Energy Limited ("the Company"), which
comprise the Standalone Balance Sheet as at 31 March 2024, the Standalone Statement of Profit and Loss (including the
Standalone Statement of Other Comprehensive Income), the Standalone Statement of Cash Flows and the Statement of
Changes in Equity for the year then ended and notes to the Standalone Financial Statements, including a summary of material
accounting policies and other explanatory information (hereinafter referred to as "Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone
Financial Statements give the information required by the Companies Act, 2013, ("the Act") in the manner so required and
give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read
with the Companies (Indian Accounting Standard) Rules, 2015, as amended, ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the Company as at 31 March 2024, its profit (including other comprehensive
income), its cash flows and the changes in equity 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 (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 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.

Emphasis of Matter

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

1. Note No. 31(a) regarding obtaining periodic balance confirmations from parties. We note that no balance confirmation
requests were sent to customers appearing under trade receivables and to certain other parties as on 31 December
2023. Some of such balances are subject to confirmation / reconciliation and adjustment, if any, will be accounted for on
confirmation / reconciliation of the same.

2. Note No. 47(c) regarding entering into a lease deed on 19 February 2024 for 1,200 acres of land for a period of 33 years
with Andhra Pradesh Industrial Infrastructure Corporation Limited ("APIIC") for development of the Green Hydrogen
Hub in Andhra Pradesh whereas this land was earlier on lease with NTPC Limited ("holding company ") since year 2014
and APIIC now agreed for transfer of allotment in the name of Company. As per the approval of the Board of Directors of
the holding company and of the Company, an amount of '' 1,006.82 Crore incurred by holding company till date was
reimbursed by the Company to the holding company which includes down payment of lease charges of '' 728.46 Crore
and various other charges, including interest on unpaid dues of land, GST on interest paid, restoration charges and
various other amounts, aggregating to '' 278.36 crore. Entire amount reimbursed is shown under "Right of Use asset" as
on 31 March 2024. Amortization of ROU commenced w.e.f. 19 February 2024 taking lease term as 33 years as useful life
of underlying asset is not ascertainable at this stage.

Our opinion on the Standalone Financial Statements is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the

Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the
Standalone Financial Statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion
on these matters. For matter below, description of how our audit addressed the matter is provided in that context. We have
determined the matter described below to be the key audit matter to be communicated in our report.

Key Audit Matter	How our audit addressed the key audit matter
Impairment assessment of Property, Plant and Equipment (PPE)	- Read the Company''s Material Accounting Policy with respect to impairment in accordance with Ind AS 36 "Impairment of Assets".
The Company has a material operational asset base (PPE) relating to generation of electricity. We considered this as a key audit matter as the carrying value of PPE requires impairment assessment based on the future expected cash flows associated with the power plants (Cash Generating Units).	- We have obtained an understanding and tested the design and operating effectiveness of controls as established by the Company''s management for impairment assessment of PPE. - We evaluated the Company''s process of impairment assessment in assessing the appropriateness of the impairment model including the independent assessment of discount rate, projected generation, power purchase agreements period etc.
(Refer Note No. 39 to the Standalone Financial Statements, read with the Material Accounting Policy No. C.14)	- We evaluated and checked the calculations of the cash flow forecasts prepared by the Company taking into consideration the Tariff rates applicable for the tariff period of 25 years from commencement of operations of assets along with the aforementioned assumptions.
	- Based on the above procedures performed, we observed that the Company''s impairment assessment of the PPE is adequate and reasonable.

Information Other than the Standalone Financial Statements and Auditor''s 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 Annual Report but does not include the Consolidated Financial Statements, Standalone
Financial Statements and our auditor''s report thereon which are 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 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
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 during the course of our audit, or otherwise appears to
be materially misstated.

When we read the other information, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance and take appropriate actions, if required.

Responsibilities of Management and those charged with governance for the Standalone Financial Statements

The 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 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.

In preparing the 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.

The Board of Directors of the Company are also responsible for establishing and maintaining adequate and effective controls
in respect of use of accounting software that entails the requisite features as prescribed by the Companies (Accounts) Rules,
2014, as amended, including an evaluation and assessment of adequacy and effectiveness of the Company''s accounting
software in terms of recording and audit trail of each and every transaction and ensuring that the audit trail cannot be
disabled and the audit trail is preserved by the Company as per the statutory requirements for record retention.

The Company''s 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 judgement and maintain professional skepticism throughout
the audit. We also:

• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether
the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.

• Conclude on the appropriateness of 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 financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the Standalone Financial Statements of the current period and are therefore the key audit matters.
We describe these matters in our 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

The Standalone Financial Statements of the Company for the year ended 31 March 2023, prepared in accordance with Ind AS
have been audited by the predecessor auditor. The report of the predecessor auditor dated 15 May 2023 expressed an
unmodified opinion.

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, and on the basis of such checks of the books and records of the
Company as we considered appropriate and according to the information and explanations given to us, we give in
"Annexure 1" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. We are enclosing our report in terms of Section 143(5) of the Act, on the basis of such checks of the books and records
of the Company as we considered appropriate and according to the information and explanations given to us, in the
"Annexure 2" on the directions issued by the Comptroller and Auditor General of India.

3. As required by Section 143(3) of the Act, based on our audit, we report that:

(a) Except for the following matter, 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:

Employee benefit expenses including various allowances, benefit and other reimbursements to employees e.g.
medical expenses, foreign / inland travelling expenses etc. amounting to '' 38.12 crore, relating to employees of
NTPC Limited (holding company) on secondment with the Company, have been posted directly in the books of
account of the Company by NTPC Limited through its payroll module which is being operated and controlled by
NTPC Limited. We are informed that all the relevant details & supporting documents w. r. t. these expenses are
maintained by NTPC only and the Company receives employee-wise details of net payments to be made & TDS to be
deposited monthly. Accordingly, no details / documents were made available to us for our audit purposes.

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

(c) The Balance Sheet, the Statement of Profit and Loss including other Comprehensive income, the Statement of Cash
Flows and Statement of Changes in equity dealt with by this report are in agreement with the books of account.

(d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian Accounting Standards prescribed
under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended.

(e) Being a Government Company, pursuant to the Notification No. GSR 463 (E) dated 5 June 2015 issued by the Ministry
of Corporate affairs, Government of India, provisions of Section 164(2) of the Act regarding disqualifications of the
Directors, are not applicable to the Company.

(f) With respect to the adequacy of internal financial controls with reference to the Standalone Financial Statements of
the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure 3".

(g) As per notification No. GSR 463 (E) dated 5 June 2015 issued by the Ministry of Corporate Affairs, Government of
India, Section 197 of the Act is not applicable to the Government Companies. Accordingly, reporting in accordance
with requirements of provisions of section 197(16) of the Act is not applicable to the Company.

(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 details of pending litigations in its Standalone Financial Statements. Refer Note
No. 49 of the Standalone Financial Statements.

ii. The Company has no long-term contracts including derivative contracts for which any provision is required
under any law or Indian Accounting Standards for material foreseeable losses.

iii. There are no amounts which are 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 disclosed in Note No.

51(xvi) 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, as disclosed in Note No.
51(xvi) 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;

(c) Based on the audit procedures performed that we have considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations made
to us under sub-clause (i) and (ii) of Rule 11(e) of the Companies (Audit and Auditors) Rules, 2014, as
provided under paragraphs (iv)(a) and (b) above contain any material misstatement.

v. No dividend has been declared or paid during the year by the Company.

vi. Based on our examination, which included test checks, and based on the representations made by NTPC Limited
(the holding company) who is operating and maintaining accounting software i.e. SAP shared with us by the
Company, the Company has used an accounting software for maintaining its books of account which has a
feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software. Further, during the course of audit we did not come across any instance
of audit trail feature being tempered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 1 April 2023, reporting
under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the
statutory requirements for record retention is not applicable for the financial year ended 31 March 2024.

For P.R. Mehra & Co

Chartered Accountants

(Firm''s Registration No. 000051N)

(Ashok Malhotra)

Partner

Membership No: 082648

UDIN:24082648BKGEIB9081

Place: New Delhi

Dated: 17 May 2024