We have audited the accompanying Standalone Financial Statements of PETRONET LNG LIMITED ("the Company"), whichcomprise the Balance Sheet as at 31st March, 2025, the Statement of Profit and Loss (including Other Comprehensive Income),the Statement of Changes in Equity and the Statement of Cash Flows for the year on that date and notes to the StandaloneFinancial Statements, including a summary of the material accounting policies and other explanatory information (hereinafterreferred to as the "Standalone Financial Statements")
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid StandaloneFinancial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and givea true and fair view in conformity with Indian Accounting Standards prescribed under section 133 of the Act ("Ind AS") andother accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2025, its profit,total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the Standalone Financial Statements in accordance with the Standards on Auditing ("SA"s)specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") togetherwith the ethical requirements that are relevant to our audit of the Standalone Financial Statements under the provisionsof the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate toprovide a basis for our audit opinion on the Standalone Financial Statements
Emphasis of Matter
We draw your attention to Note 14 to the Standalone Financial Statements regarding recoverability of trade receivablesas at 31st March 2025 include 'Use or Pay' (UoP) dues amounting to Rs.1,421.56 crore (gross) (Rs.952.41 crore (net) aftermaking a provision of Rs.469.15 crore). These dues have arisen due to lower capacity utilisation by customers under long-termregasification agreements entered into by the Company. These UoP dues pertain to FY 2022-23 (CY 2022): Rs.694.29 crore, FY2023-24 (CY 2023): Rs.610.00 crore, and FY 2024-25 (CY 2024): Rs.117.27 crore.
During FY 2023-24, the Board approved a recovery mechanism for UoP dues relating to CY 2021 and CY 2022, in accordancewith agreements reached with customers. As part of this arrangement, the Company received Rs.360.94 crore against CY 2021dues during the current year. Some of the customers have brought LNG quantities up to 31st March 2025, for which revenuehas been recognised at the prevailing Regasification Rate. Correspondingly, the Company has waived off UoP dues amountingto Rs.183.71 crore for the year ended 31st March 2025 which consists of Rs. 32.71 crore for CY 2021 and Rs.151.00 crore for CY2022. The Company has also obtained bank guarantees from customers to secure recovery of these dues.
The Board, at its meeting held on 27th January 2025, approved a recovery mechanism for UoP dues pertaining to CY 2023,in line with the earlier years. The Company is in the process of implementing this mechanism, which includes securing bankguarantees from customers.
While some customers have not provided balance confirmations for the UoP dues, management remains confident of recovery,as the amounts are contractually obligated. As a measure of prudence, the Company has made a time-based provision ofRs.469.15 crore as at 31st March 2025 (Rs.358.02 crore as at 31st March 2024).
Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the StandaloneFinancial Statements of the current period. These matters were addressed in the context of our audit of the StandaloneFinancial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on thesematters. We have determined the matters described below to be the key audit matters to be communicated in our report:
S
Key Audit Matter
Auditor's Response
No
1
Impairment assessment of Kochi Plant
The recoverable value of the Property Plant andEquipment's capitalized under Kochi Plant of the Companyare dependent on future demand from Kochi Plant.
The determination of recoverable amount of Kochi Plant isbased on the value-in use derived from future free net cashflow based on management assumptions of operations forthe coming years and from the terminal period. Significantjudgement is required by the Management in determiningvalue-in-use, including discount rate to be applied andcash flow projections based on availability of pipeline,demand of gas etc.
Accordingly, the impairment evaluation of Kochi Plant isconsidered to be a key audit matter.
We assessed the Company's process of assessing theimpairment requirement for Kochi Plant by reviewingthe Impairment Study Report, carried out by an outsideconsultant appointed by the Company, and for verificationof the same, following tests were performed:
• Considered if the discounted cash flow models usedto estimate the recoverable amount of Kochi Plant,based on "Value in Use" (VIU) were in consistentwith Indian Accounting Standard;
• Considered whether the forecasted cash flows inthe impairment model were reasonable and basedupon supportable assumptions;
• Mathematical accuracy of the impairment modelcalculations:
We found management's assessment that there is noimmediate case of impairment of Kochi Plant based onVIU is reasonable.
2
Revenue from Contracts with Customers
Accuracy of recognition, measurement, presentation anddisclosures of revenues and other related balances in viewof requirement of Ind AS 115.
The application of Ind AS 115 requires certain keyjudgements including identification of distinctperformance obligations and transaction price.
We assessed the Company's process of identification ofdistinct performance obligations and transaction priceand for the same we selected sample contracts, coveringall type of revenue recognized by the Company andperformed the following procedures:
• Considered the terms of the contracts to determinethe transaction price specially to ascertain if there isany financing component in the arrangement whereadvances have been received from the customers.
• Read, analysed and identified the distinctperformance obligations in these contracts.
• Compared these performance obligations with thatidentified and recorded by the Company.
• Performed analytical procedures for reasonablenessof revenues disclosed by type and service offerings.
Based on the work performed, we found the management'sassessment of determination of transaction price andidentification of distinct performance obligation isreasonable.
3
Determination of credit impairment on trade receivables
Our audit procedures in this area included the following:
Trade Receivables are significant to the Company's
•
Assessed the design, implementation and
Standalone Financial Statements. The Collectability of
operating effectiveness of internal controls over
trade receivables is a key element of the company's
Management's evaluation of the Expected Credit
working capital management. Due to complexity of
Loss on trade receivables including historical credit
contractual terms, as well as ongoing negotiations
loss.
with customers, significant judgements are required toestimate whether any impairment provision is requiredagainst such receivable and accordingly, it was determinedto be a key audit matter in our audit.
Reviewed contractual terms subject to whichrevenue recognised and trade receivablesoutstanding in the books.
Reviewed documents related to ongoing negotiationwith the customers.
Discussion with management over recoverability ofoutstanding dues.
Reviewing the adequacy and completeness of thedisclosures in Standalone Financial Statements.
We found management's assessment of credit impairmentis reasonable.
4
Contingent liabilities; There are various pending cases
For legal and regulatory matters, our procedures included
against which demand has been raised by different
following:
authority.
Assessing the processes and control over legalmatters;
Reviewing the Group's significant legal matters andother contractual claims;
Performing substantive procedures on theunderlying calculations of potential liability;
Where relevant, reading external legal opinionsobtained by management;
Where relevant, obtaining written confirmationfrom external legal counsels on the status of the
cases
Reviewing the adequacy and completeness of thecompany's disclosures.
Based on the work performed, we found the disclosures
made
by the management in Standalone Financial
Statements are sufficient.
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 informationincluded in the Management Discussion and Analysis, Board's Report including Annexures to Board's Report, BusinessResponsibility and Sustainability Report, Corporate Governance and Shareholder's Information, but does not include theStandalone Financial Statements and our auditor's report thereon. The other information in annual report is expected to bemade 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 ofassurance conclusion thereon.
In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information and,in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or ourknowledge obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information obtained prior to the date of this auditor's report, weconclude that there is a material misstatement of this other information; we are required to report that fact. Reporting underthis section is not applicable as no other information is obtained at the date of this auditor's report.
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 preparationof 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 accountingprinciples generally accepted in India including Ind AS specified under section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenanceof adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of theaccounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true andfair view and are free from material misstatement, whether due to fraud or error.
In preparing the Standalone Financial Statements, the Board of Directors is responsible for assessing the Company's ability tocontinue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis ofaccounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realisticalternative but to do so.
The Company's 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
Our objectives are to obtain reasonable assurance about whether the Standalone Financial Statements as a whole arefree 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 SAswill always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of userstaken on the basis of these Standalone Financial Statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughoutthe audit. We also:
• Identify and assess the risks of material misstatement of the Standalone Financial Statements, whether due to fraudor error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting fromfraud 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 appropriatein the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing ouropinion on whether the company has adequate internal financial controls with reference to Standalone FinancialStatements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we arerequired 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 upto the date of our auditor's report. However, future events or conditions may cause the Company to cease to continueas a going concern.
• Evaluate the overall presentation, structure and content of the Standalone Financial Statements, including thedisclosures, and whether the Standalone Financial Statements represent the underlying transactions and events in amanner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of theaudit 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 requirementsregarding independence, and to communicate with them all relationships and other matters that may reasonably be thoughtto 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 mostsignificance 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 orwhen, in extremely rare circumstances, we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143 (3) of the Act, based on our audit we report that:
i. We have sought and obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purposes of our audit.
ii. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from ourexamination of those books.
iii. The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Changesin Equity and the Statement of Cash Flow dealt with by this report are in agreement with the books of account.
iv. In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of theAct.
v. On the basis of written representations received from the directors as on 31st March, 2025 and taken on record by theBoard of Directors, none of the directors is disqualified as on 31st March, 2025 from being appointed as a director interms of Section 164(2) of the Act.
vi. With respect to the adequacy of the internal financial controls with reference to Standalone Financial Statements of theCompany and the operating effectiveness of such controls, refer to our separate report in "Annexure A".
vii. With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanationsgiven to us, the managerial remuneration paid / provided by the Company to its directors during the year in accordancewith the provisions of section 197 of the Act.
viii. 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 theexplanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its Standalone FinancialStatements - Refer Note No. 37 to the Standalone Financial Statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any materialforeseeable losses as at 31st March 2025.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education andProtection Fund by the Company.
iv. (a) The management has represented to us that, to the best of its knowledge and belief, no funds (which are
material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowedfunds or share premium or any other sources or kind of funds) by the company to or in any other person(s) orentity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writingor otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") orprovide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The management has also represented to us that, to the best of its knowledge and belief, no funds (which arematerial either individually or in the aggregate) have been received by the company from any person(s) orentity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writingor otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entitiesidentified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provideany guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
(c) Based on audit procedures performed that have been considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that the representations undersub-clause (i) and (ii) of Rule 11(e) of the Companies (Audit and Auditors) Rules 2014, as provided under (a)and (b) above, contain any material misstatement.
v. The dividend declared or paid during the year by the Company is in compliance with section 123 of the CompaniesAct, 2013.
vi. Based on our examination, which included test checks, the company has used accounting software for maintainingits books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (editlog) facility and the same has 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 tamperedwith and the audit trail has been preserved by the Company as per the statutory requirements for record retention.
2. 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 B" a statement on the matters specified in the paragraphs
3 and 4 of the said Order to the extent applicable.
For V. Sankar Aiyar & Co.
Chartered AccountantsICAI Firm Regn No. 109208W
(Ajay Gupta)Partner
Place: New Delhi Membership No. 090104
Date: 19 May 2025 ICAI UDIN: 25090104BMILEN4644