Independent Auditor's Report

To the Members of The Tinplate Company of India Limited

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTSOPINION

1. We have audited the accompanying financial statements
of The Tinplate Company of India Limited ("the Company"),
which comprise the Balance Sheet as at March 31,2023, and 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 then ended, and notes
to the financial statements, including a summary of significant
accounting policies and other explanatory information.

2. In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
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 accounting
principles generally accepted in India, of the state of affairs of
the Company as at March 31, 2023, and total comprehensive
income (comprising of profit and other comprehensive
income), changes in equity and its cash flows for the
year then ended.

BASIS FOR OPINION

3. We conducted our audit 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 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 opinion.

KEY AUDIT MATTERS

4. Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
financial statements of the current period. These matters
were addressed in the context of our audit of the financial
statements as a whole and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.

OTHER INFORMATION

5. The Company's Board of Directors is responsible for the other
information. The other information comprises the information
included in the Directors' Report along with its Annexures
included in the Company's Annual Report, but does not include
the financial statements and our auditor's report thereon.

Our opinion on the 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 financial statements, our
responsibility is to read the other information and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we
conclude that there is 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 AND THOSE
CHARGED WITH GOVERNANCE FOR THE FINANCIAL
STATEMENTS

6. 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 financial statements that give a true
and fair view of the financial position, financial performance,
changes in equity and cash flows of the Company in accordance
with the accounting principles generally accepted in India,
including the Accounting Standards specified under Section
133 of the Act. 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 financial statements that give a true and
fair view and are free from material misstatement, whether
due to fraud or error.

7. 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. Those Board of Directors are also responsible for
overseeing the Company's financial reporting process.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THEFINANCIAL STATEMENTS

8. Our objectives are to obtain reasonable assurance about
whether the 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 financial statements.

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

• Identify and assess the risks of material misstatement of
the 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 financial statements, including the disclosures,
and whether the financial statements represent the
underlying transactions and events in a manner that
achieves fair presentation.

10. 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.

11. 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.

12. From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the 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 REGULATORYREQUIREMENTS

13. 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 B a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

14. As required by Section 143(3) of the Act, we report 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 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 financial statements comply
with the Accounting Standards specified under Section
133 of the Act.

(e) On the basis of the written representations received from
the directors taken on record by the Board of Directors,
none of the directors is disqualified as on March 31,2023,
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 financial statements of the
Company and the operating effectiveness of such
controls, refer to our separate Report in "Annexure A".

(g) 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 financial statements - Refer Note 34 to the
financial statements;

ii. The Company was not required to recognize a
provision as at March 31,2023 under the applicable
law or accounting standards, as it does not have
any material foreseeable losses on long-term
contract. The Company did not have any long-term
derivative contracts as at March 31, 2023;

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor
Education and Protection Fund by the Company
during the year ended March 31, 2023 except
for amounts aggregating to ? 0.66 lakh, which
according to the information and explanation
provided by the management is held in abeyance
due to dispute/ pending legal cases - Refer Note
17 to the financial statements;

iv. (a) The management has represented that,

to the best of its knowledge and belief,
as disclosed in the notes to the accounts,
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 (Refer
Note 45(g) to the financial statements);

(b) The management has represented that,
to the best of its knowledge and belief, as
disclosed in the notes to the accounts, 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 (Refer
Note 45(g) to the financial statements); and

(c) Based on such audit procedures that we
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 (a) and (b)
contain any material misstatement.

v. The dividend declared and paid during the year
by the Company is in compliance with Section
123 of the Act.

vi. As proviso to Rule 3(1) of the Companies (Accounts)
Rules, 2014 (as amended), which provides for books
of account to have the feature of audit trail, edit
log and related matters in the accounting software
used by the Company, is applicable to the Company
only with effect from financial year beginning April
1, 2023, the reporting under clause (g) of Rule 11 of
the Companies (Audit and Auditors) Rules, 2014 (as
amended), is currently not applicable.

15. The Company has paid/ provided for managerial remuneration
in accordance with the requisite approvals mandated by the
provisions of Section 197 read with Schedule V to the Act.

For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/E-300009

Rajib Chatterjee

Partner

Place: Gurugram Membership Number: 057134

Date: April 27, 2023 UDIN: 23057134BGXYPZ7758