1. We have audited the accompanying standalone financial statements of
PTC India Limited (‘the Company’), which comprise the Standalone
Balance Sheet as at March 31, 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 ended on that date and notes to the standalone financial
statements, including a summary of material accounting policies and
other explanatory information (hereinafter referred to as “the standalone
financial statements”).

2. 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 Indian Accounting Standards prescribed under Section 133 of the
Act read with the Companies (Indian Accounting Standards) Rules, 2015,
as amended, and other accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31, 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 Opinion

3. We conducted our audit of the standalone financial statements 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 standalone financial statements under the
provisions of the Act and the rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these requirements and
ICAI’s 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

4. We draw your attention to Note 5A to the standalone financial statements
regarding approval by the shareholders of the Company, in meeting
dated March 28, 2024, for the disinvestment of the Company’s entire
shareholding in its wholly owned subsidiary, PTC Energy Limited (PEL).
The disinvestment was subject to receipt of necessary regulatory approvals,
consents, permissions, fulfilment of conditions precedent, and other
required sanctions. Accordingly, the investment in PEL was classified as
“assets held for sale” as at March 31, 2024.

Upon completion of the conditions precedent to the transaction, the
Company transferred its entire shareholding in PEL to ONGC Green
Limited, a wholly owned subsidiary of ONGC, on March 04, 2025. As
per the terms of the bid, the Company received total sales consideration
of 0 1,175.75 Crores (net of costs to sell) and consequently recorded a
profit of 0 521.63 Crores as “Exceptional Items” in the standalone financial
statements for the year ended March 31, 2025.

5. We draw your attention to Note 50(j) to the standalone financial
statements which states that, the composition of Board of the Company is
not in accordance with the requirement of SEBI (LODR), 2015 in terms of
minimum number of independent directors from January 13, 2025 due to
appointment of a whole- time director w.e.f. January 13, 2025.

6. We draw your attention to Note 50(i) to the standalone financial statements
which states that, the audited standalone & consolidated financial
statements of the company for the year ended March 31, 2024 have not
been adopted by the Shareholders. The Company has filed unadopted
audited financial statements for the year ended March 31, 2024 with the
Registrar of Companies in October 2024 in accordance with Section 137 of
the Companies Act, 2013. The Company believes that the aforesaid matter
does not impact the standalone financial statements for the year ended
March 31, 2025.

Our opinion on standalone financial statements of the company is not
modified in respect of matters mentioned in paras 4 to 6 above.

Key Audit Matters

7. Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the standalone financial statements
for the year ended March 31, 2025. These matters were addressed in the
context of our audit of the standalone financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion
on these matters. We have determined the matters described below to be
the key audit matters to be communicated in our report.

Information other than the Standalone Financial Statements and Auditor’s

Report thereon

8. 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 standalone
financial statements and our auditor’s report thereon. The other
information as stated above is expected to be made available to us after the
date of this auditor’s report.

9. Our opinion on the standalone financial statements does not cover the
other information and we do not express any form of assurance conclusion
thereon.

10. In connection with our audit of the standalone financial statements, our
responsibility is to read the other information identified above 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.

11. When we read the other information as stated above and 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

12. 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, changes
in equity and cash flows of the Company in accordance with the Indian
Accounting Standards prescribed under Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015, as amended 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.

13. 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.

14. The Board of Directors is also responsible for overseeing the Company’s
financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

15. 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.

16. As part of an audit in accordance with Standards on Auditing, 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 these 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 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 standalone financial statements represent the underlying
transactions and events in a manner that achieves fair presentation;

17. 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.

18. 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.

19. 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

20. 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 A, a statement on the matters specified in
paragraphs 3 and 4 of the Order.

21. As required by section 143(3) of the Act, based on our audit, 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 purpose of our audit of the accompanying standalone financial
statements;

b) In our opinion, proper books of account as required by law relating
to preparation of the aforesaid standalone financial statements have
been kept by the Company so far as it appears from our examination
of those books 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 Standalone Balance Sheet, 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 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) On the basis of the written representations received from the directors
and 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) The reservations relating to the maintenance of accounts and other
matters connected therewith are as stated in 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;

g) 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 B”.

h) With respect to the other matters to be included in the Auditor’s
Report in accordance with the requirements of section 197(16) of the
Act, as amended:

In our opinion and to the best of our information and according to
the explanations given to us, the remuneration paid by the Company
to its directors during the year is in accordance with the provisions of
section 197 of the Act.

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:

i. the Company has disclosed the impact of pending litigations on
its financial position as at March 31, 2025 in Note 36 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 as at March 31, 2025;

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

iv. (a) The Management has represented 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 borrowed funds or share
premium or any other sources or kind of funds) by the
Company to or in any other person or entity, including
foreign entity (“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, no funds (which are material
either individually or in the aggregate) have been received
by the Company from any person or entity, including
foreign entity (“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 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 under sub-clause (i) and (ii) of Rule
11(e), as provided under (a) and (b) above, contain any
material misstatement.

v. The dividend declared or paid by the Company during the year
is in accordance with Section 123 of the Companies Act, 2013.

vi. Based on our examination which included test checks, the
Company has used 02 accounting software (SAP and BiAS)
for maintaining its books of account which have a feature of
recording audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions recorded in
these software except that in case of SAP, the audit trail feature
was not enabled for direct changes to data in certain database
tables during the period from April 01 2024 to December 16,

2024 and in case of BiAS, the audit trail feature was not enabled
at the database level to log any direct data changes.

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 relevant previous year has been
preserved by the Co mpanyas per the statutory requirements for
record retention, to the extent it was enabled and recorded in
the previous year.

For T R Chadha & Co LLP

Chartered Accountants
Firm’s Registration No. 006711N/N500028

Hitesh Garg

Partner

Place: Noida Membership No. 502955

Date: May 26, 2025 UDIN: 25502955BMLWOF8360