We have audited the standalone financial statements
of CESC Limited ("the Company"), which comprise the
Balance Sheet as at March 31, 2025, the Statement of Profit
and Loss, including the statement of Other Comprehensive
Income, the Cash Flow Statement 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.

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, as amended ("the
Act") in the manner so required and give a true and fair view
in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as
at March 31, 2025, 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), as 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 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
is sufficient and appropriate to provide a basis for our audit
opinion on the standalone financial statements.

key audit matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements for the financial year ended
March 31, 2025. These matters were addressed in the
context of our audit of the standalone financial statements
as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. For each

matter below, our description of how our audit addressed
the matter is provided in that context.

We have determined the matters described below to be
the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the
Auditor's responsibilities for the audit of the standalone
financial statements section of our report, including in
relation to these matters. Accordingly, our audit included
the performance of procedures designed to respond to
our assessment of the risks of material misstatement of
the standalone financial statements. The results of our
audit procedures, including the procedures performed
to address the matters below, provide the basis for our
audit opinion on the accompanying standalone financial
statements.

1. Accrual of regulatory income/expense and
corresponding asset / liability (Refer Note 39)

Key Audit Matter:

The Company recognizes regulatory income/
expense and related assets/ liability basis its
understanding and interpretation of Tariff orders and
regulations notified by the West Bengal Electricity
Regulatory Commission (WBERC), which are subject
matter of Annual Performance Review (APR) and will
be adjusted in tariffs to be notified in the future years.
Management exercises judgement in estimating such
amounts using experience from the issued Tariff/ APR
orders including interpretation of the regulations.
Such regulatory deferral balances are discounted over
an estimated period of recovery using appropriate
discounting rate, as a matter of prudence.

In consideration of the significance of the amount of
the regulatory balances, complexity and high degree
of estimation involved in computation thereof, we
identified accrual of regulatory balances as a key audit
matter.

How our audit addressed the key audit matter:

Our audit procedures comprised of the following:

• We obtained an understanding from the
management, assessed and tested the design
and operating effectiveness of the Company's
key controls related to accrual of such regulatory
balances.

• We considered the Company's accounting
policies with respect to accrual for regulatory
deferral account balances and assessed
compliance with Ind AS 114 "Regulatory Deferral
Accounts".

• We discussed with the management on the key
assumptions and estimates used for recognition
of these regulatory balances and corroborated
them with the applicable regulatory provisions,
APR orders, Tariff orders and underlying records
of the Company.

• We discussed with the management on the
consistency of its key assumptions and basis
of estimation for all the years for which APR
assessments are pending to be completed and
also verified the arithmetical accuracy of such
workings.

• We enquired from the management for
notifications and correspondences with the
regulator on the pending APR assessments.

• We also assessed the discounting rate and the
estimated period of recovery considered by the
management with reference to the APR process
and the tariff regulations.

• We assessed the adequacy of disclosures in
accordance with the requirements of Ind AS 114
"Regulatory Deferral Accounts".

2. I investments in subsidiaries of the Company (Refer

Note 7)

Key Audit Matter:

The Company carries its investment in subsidiaries
at cost and performs an impairment assessment,
wherever required as per applicable Ind AS.

For these assessments, the Company involves a
valuer to determine the recoverable value of such
investments using the discounted cash flow method
of valuation, which is highly sensitive to changes in
inputs used in valuation and involves judgement due
to inherent uncertainty in the assumptions used for
forecasting the future cash flows.

Accordingly, the impairment assessment of
investments in subsidiary companies, wherever
required, was determined to be a key audit matter in
our audit of the standalone financial statements.

How our audit addressed the key audit matter:

Our audit procedures comprised of the following:

• We obtained an understanding from the
management, assessed and tested the design
and operating effectiveness of the Company's
key controls over the impairment assessment of
such investments.

a material misstatement of this other information, we are
required to report that fact. We have nothing to report in
this regard.

responsibilities of management 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 accounting principles generally
accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act
read with the Companies (Indian Accounting Standards)
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 the 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.

Those 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
are free from material misstatement, whether due to fraud
or error, and to issue an auditor's report that includes
our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually

or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the
basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:

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

• Obtain an understanding of internal 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 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 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 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.

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 for the financial year ended March 31, 2025
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 sub-section (11) of
section 143 of the Act, we give in the "Annexure 1" a
statement on the matters specified in paragraphs 3
and 4 of the Order.

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

(a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit;

(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 the Statement of Other
Comprehensive Income, the Cash Flow
Statement 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 Accounting
Standards specified under Section 133 of the

Act, read with Companies (Indian Accounting
Standards) Rules, 2015, as amended;

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

(f) With respect to the adequacy of the internal
financial controls with reference to these
standalone financial statements and the
operating effectiveness of such controls, refer
to our separate Report in "Annexure 2" to this
report;

(g) In our opinion, the managerial remuneration for
the year ended March 31, 2025 has been paid/
provided by the Company to its directors in
accordance with the provisions of section 197
read with Schedule V to the Act;

(h) With respect to the other matters to be included
in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position
in its standalone financial statements -
Refer note 31 to the standalone financial
statements;

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses;

iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by
the Company;

iv. a) The management has represented

that, to the best of its knowledge
and belief, other than as disclosed
in the note 53(v) 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

sub-clause (a) and (b) contain any
material misstatement.

v. The interim dividend declared and paid by
the Company during the year and until the
date of this audit report is in accordance
with section 123 of the Act.

vi. Based on our examination which included
test checks, the Company has used
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, as described in Note 53(ix) to the
standalone financial statements. Further,
during the course of our audit we did not
come across any instance of audit trail
feature being tampered with. Additionally,
the audit trail of previous year has been
preserved by the Company as per the
statutory requirements for record retention
to the extent enabled/recorded in the
previous year.

For S.R. Batliboi & Co. LLP

Chartered Accountants
ICAI Firm Registration Number 301003E/E300005

per Navin Agrawal

Partner

Place of Signature Kolkata Membership Number 056102

Date May 15, 2025 UDIN 25056102BMMHDH2651