Auditor Report of SJVN Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial statements of SJVN Limited ("the Company”), which comprise the Balance Sheet as at March 31,2025, the Statement of Profit and Loss (including Other
Comprehensive Income), Statement of changes in Equity, Statement of Cash Flows for the year then ended, and Notes to the financial statements including a summary of the material accounting policies and
other explanatory information (hereinafter referred to as "the standalone financialstatements").

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 accounting principles generally accepted in India and Indian Accounting Standards prescribed under section 133 of the Act read
with companies (Indian Accounting Standard) Rules 2015, as amended, (Ind AS) and other accounting principles generally accepted in India, ofthe state of affairs (financial position) ofthe Company as at March
31,2025 and its profit (financial performance including Other Comprehensive Income), Change in Equity and its cash flows for the year ended on that date.

Basis forOpinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those
Standards are further described in the Auditor''s Responsibilitiesfor the Audit ofthe standalone Financialstatements section of our report. We are independent ofthe Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the standalone financialstatements under the provisions of
the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the 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 financialstatements.

Emphasis of Matter:

We draw attention to the following matters:

a. Note No. 2.31 with respect to The CERC has notified the Central Electricity Regulatory Commission (Terms and Conditions of T ariff) Regulations, 2024 vide Order dated 15 March 2024 (Regulations 2024) for
determination of tariff for the period 2024-2029. Pending issue of provisional/final tariff orders with effect from 1 April, 2024, billing to beneficiaries is done provisionally in accordance with the tariff
approved and applicable on 31st March, 2024 in respect of Hydro Power Stations as per above regulations except for Naitwar Mori Hydro Power Station (NMHPS). Power generated by NMHEP is sold through
Power Exchange and bilateral agreement with customers.

b. Note No.2.40 In accordance with Ind AS 8, of Accounting Policies, Changes in Accounting Estimates and Errors’ Ind AS1, ''Presentation of Financial Statements’ the Company has retrospectively restated its
Balance Sheet as at 31st March 2024 and 1st April 2023 (beginning ofthe preceding period) and Statement of Profit and Loss for the year ended 31st March 2024 wherever necessary.

c. Note No. 2.64 with respect to Three hydro power projects-210 MWLuhri Hydro Electric Project Stage-1,382 MW Sunni Dam Hydro Electric Project and 66 MW Dhaulasidh Hydro Electric Project were allotted to
SJVN through Memorandum of Understanding (MOU) by the Government of Himachal Pradesh (GoHP). Now, GoHP seeks to re-negotiate the previously agreed terms & conditions and relaxations in respect of
these projects before signing of Implementation Agreement. SJVN has submitted the replies to the above notice and also filed a petition in the Hon''ble High Court of Himachal Pradesh to address the issue.
The Hon''ble High Court has directed GoHP that no coercive action shall be taken against SJVN with regard to the subject matter of dispute. The case is currently pending and the company is actively engaged
in resolving the matter. However, vide a letter dated 22.04.2025, GoHP has indicated its intention to consider taking backthese projects, along with appointing an evaluator in this regard.

d. Attention is invited to the Note 2.2 regarding Survey and Investigation work of Devasari Hydro Electric Project in the State of Uttarakhand which has been put on hold as per the directions of Ministry of Power,
Government of India vide letter dated 6th July 2021. Cost (incl. capital work in progress) incurred on the project upto 31st March 2025 is Rs. 24988 Lakhs (Incl. Rs. 19842 Lakhs as CWIP) (up to previous year as
on 31st March 2024, it was Rs. 24786 Lakhs incl. Rs. 19581 Lakhs as CWIP). The company has taken up the matter with Ministry of Power, Government of India and Govt, of Uttarakhand for allowing the
activities ofthe Project and the Management of SJVN Ltd. is ofthe view that the hold shall be removed.

Our opinion is not modified in respect of these matters.

Key Audit Matters

Key audit matters are those matters that, incur professional judgment, 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 financialstatements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

For each matter below, 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.

S.No.	Key Audit Matter	How our audit addressed the Key Audit Matter
1	Contingent Liabilities and provisions: There are number of litigations pending before various forums against the company and the management''s judgement is required for estimating the amount to be disclosed as contingent liability and for creating the adequate amount of provision, wherever required. Also, the company has extended a guarantee amounting to TI.020 crore for the loan availed by SAPDC, a wholly owned subsidiary of SJVN Ltd. We identified this as a key audit matter because the estimates on which these amounts are based involve a significant degree of management judgement in interpreting the cases and it may be subject to management bias. (Refer Note No. 2.49 to the Standalone Financial Statements, read with the Material Accounting Policy No.1.18)	We have obtained an understanding of the company''s internal instructions and procedures in respect of estimation and disclosure of contingent liabilities and adopted the following audit procedures: - ¦ understood and tested the design and operating effectiveness of controls as established by the management for obtaining all relevant information for pending litigation cases; ¦ discussed with the management any material developments and latest status of legal matters; ¦ examined management’s judgements and assessments whether provisions are required; ¦ considered the management assessments of those matters that are not disclosed as the probability of material outflow is considered to be remote; ¦ reviewed the adequacy and completeness of disclosures; Based on the above procedures performed, the estimation and disclosures of contingent liabilities and creation of provisions are considered to be adequate and reasonable.
2	Property, Plant & Equipment: There are areas where management judgement impacts the carrying value of property plant and equipment and their respective depreciation rates. These include the decision to capitalize or expense costs; the annual asset life review; the timeliness of the capitalization of assets and the use of management assumptions and estimates for the determination or the measurement and recognition criteria for assets retired from active use. Due to the	We assessed the controls in place over the fixed asset cycle, evaluated the appropriateness of capitalization process Performed tests of details on costs capitalized, the timeliness and accuracy of the capitalization of the assets and the de-recognition criteria for assets retired from active use. In performing these procedures, we reviewed the judgements made by management including the nature of underlying costs capitalized; determination of realizable value ofthe assets retired from active use

S.No.	Key Audit Matter	How our audit addressed the Key Audit Matter
	materiality in the context of the balance sheet of the Company and the level of judgement and estimates required, we consider this to be as area of significance. (Refer Note No. 2.1to the Standalone Financial Statements, read with the Material Accounting Policy No.1.3)	and the appropriateness of asset lives applied in the calculation of depreciation; the useful life of assets is taken as stipulated by the CERC and as per the technical assessment of the management. We have observed that the management has regularly reviewed the aforesaid judgements and there are no material deficiencies in measurement and recognition of property, plant and equipment.
3	Capital work-in-progress (CWIP): The company is involved in various capital works like construction of new power projects, installation of new plant and machinery, civil works etc. These projects/works take a substantial period of time to get ready for intended use and due to their materiality in the context of the balance sheet of the Company, this is considered to be an area which had the significant effect on the overall audit strategy and allocation of resources in planning and completing our audit. (Refer Note No. 2.2 to the Standalone Financial Statements, read with the Material Accounting Policy No.1.4)	We performed an understanding and evaluation ofthe system of internal control over the capital work- in-progress, with reference to identification and testing of key controls. When it is ready for the intended use, we assessed the progress of the project and the intention and ability ofthe management to carryforward and bring the asset to its state of intended use. We assessed the timeliness and accuracy of capitalization of assets when it is ready for the intended use.
4	Deferred Tax Asset relating to MAT Credit Entitlement: The company has recognized deferred tax asset relating to MAT credit entitlement during the year. Utilization of MAT credit will result in lower outflow of Income Tax in future years. The recoverability of this deferred tax asset relating to MAT credit entitlement is dependent upon the generation of sufficient future taxable profits to utilize such entitlement within the stipulated period prescribed under the Income Tax Act,1961. We identified this as a key audit matter because due to use of management estimate in forecasting future taxable profits for recognition of MAT credit entitlement considering the recoverability of such tax credits within allowed time frame as per the provisions of the Income Tax Act,1961. (Refer Note 2.8)	We have obtained an understanding for recognition of deferred tax asset relating to MAT credit entitlement. We have reviewed the estimate of management regarding future taxable profits and reasonableness ofthe considerations /assumptions used for the same. Based on the above procedures performed, the recognition and measurement of Deferred tax asset relating to MAT credit entitlement are considered adequate and reasonable. (Refer Note 2.8)

Other Matter

The Standalone Financial Statements of the Company for the year ended 31st March, 2024, prepared in accordance with Ind AS had been audited by the predecessor auditors and the revised report of the
predecessor auditors dated 5th Aug, 2024 revised, expressed an unmodified opinion.

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 Management Discussion and Analysis, Board’s Report
including Annexure to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, (but does not include the standalone financial statements and our auditor’s report
thereon), which are expected to be made available to us after the date of this auditors’ report.

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

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 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.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. except the Company was not in compliance with the provisions of
Regulation 17 and 25(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the requirements of having at least half of the Board of Directors as the Independent Directors and
filling the vacancy of the Independent Directors within Specified Period.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. except the Company was not in compliance with the provisions of
Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 regarding the requirements of
having One Woman Director on the Board of the Company. While the audit has been conducted in accordance with applicable regulation, the auditor is not responsible for the company’s failure to comply with this
specific requirement. Non-Compliance may attract monetary penalties on the company and its officers under the Companies Act, 2013.

Responsibility of Management and Those Charged with Governance for the Standalone Financial Statements

The Company’s Board of Directorsis responsible for the matters stated in section 134(5) ofthe Actwith respect tothe preparation of these standalone financial statements that give a true and fair view
of the financial position, financial performance, total comprehensive income, changes in equity and cash flows ofthe Company in accordance with accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) prescribed under section 133 ofthe Act.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets ofthe 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 are 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 professionaljudgment and maintain professional skepticism throughout the audit. We also:

¦ Identify and assess the risks of material misstatement ofthe 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 financial controls 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 standalone financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the
financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the
effect of any identified misstatements in the financial statements.

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 incur 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 in terms of Section 143(11) of the Act, we give in “Annexure A" a statement on the matters specified
in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(5) of the Act, for the additional directions under the Companies Act’ 2013, we have annexed Annexure “B” to this report for the additional direction under section 143(5) of the
Companies Act’ 2013 as 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) 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;

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 relevant 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 relevant rules issued thereunder.

e) In view of exemptions given vide Notification No. G.S.R. 463(E) dated 5th June 2015 issued by Ministry of Corporate Affairs, the provisions of Section 164 (2) of the Companies Act, 2013 regarding
disqualification of directors are not applicable to the company.

f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, kindly refer to our separate report in Annexure “C"

g) As per Notification No. GSR 463(E) dated 5th June 2015 issued by Ministry of Corporate Affairs, the provisions of Section 197 of the Companies Act, 2013 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 on 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 impact of pending litigations on itsfinancialposition in its standalone financial statements. Refer Note No. 2.49 to the standalone financial statements;

ii. The company has made provision, as required under the applicable law or accounting standards, for materialforeseeable losses, if any, on long term contracts including derivative contracts;

iii. There has been no delay in transferring amounts which were required to be transferred to Investor Education and Protection Fund by the company.

iv. (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested by the company to or in any other person(s) or entities,

including foreign entities (“Intermediaries”), with the understanding that the intermediary shall whether directly or indirectly lend or invest in other persons or entities identified in any
manner by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of ultimate beneficiaries.

(b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the company from any person(s) or entities including foreign entities ("Funding
Parties") with the understanding that such 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 guarantee, security or the like on behalf of the Ultimate beneficiaries.

(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the above representations
given by the management contain any material mis-statement.

v. The dividend declared or paid during the year by the company is in compliance of section 123 of the Act.

vi. Based on our examination which included test checks, 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 our audit, we did not come across any instance of audit
trail feature being tampered with.

For Charanjit Singh & Associates
Chartered Accountants
FRN 015328N

CA. Avneet Singh
Partner

Membership No: 526217
UDIN: 25526217BMIUCV8213

Place: New Delhi
Date: 21.07.2025

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Mar 31, 2024

The revised Independent Auditor''s Report on Standalone Ind AS Financial Statements SJVN Limited is issued in supersession to our earlier Report dated May 29, 2024. In compliance of the Comptroller & Auditor General (C&AG) of India''s Provisional comments dated 11^th July,2024 on "key audit matter on Regulatory Deferral Account Debit Balances", which does not affect the true & fair view and our opinion on the Standalone Ind AS Financial Statements as expressed earlier in any manner. The revised report is issued adding the aforesaid key audit matter as pointed out by CA&G of India in our earlier Independent Auditor''s report. Further, we confirm that none of the figures have been undergone any change in the Standalone Ind AS Financial Statements of the Company as at 31^st March 2024.

Opinion

We have audited the accompanying standalone financial statements of SJVN Limited (''''the Company"), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of changes in Equity, Statement of Cash Flows for the year then ended, and Notes to the financial statements including a summary of the material accounting policies and other explanatory information (hereinafter referred 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 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 accounting principles generally accepted in India and Indian Accounting Standards prescribed under section 133 of the Act read with companies (Indian Accounting Standard) Rules 2015, as amended, (Ind AS) and other accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at March 31, 2024 and its profit (financial performance including Other Comprehensive Income), Change 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 specified under section 143(10) of the Companies Act, 2013. 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 independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the 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:

We draw attention to the following matters:

a. Note No. 2.2 (b) with respect to the Bagodra Solar Power Project has been transferred to SJVN Green Energy Limited, a wholly owned subsidiary during the F.Y. 2023-24.

b. Note No. 2.16 with respect to the Land and buildings which are underutilized and not yielded the appropriate returns have been transferred from Property, plant S equipment''s and classified as held for sale. Land and Building situated at Dehradun, which had been classified as held for sale during a previous year, has been sold during the year and profit on sale of the same amounting to ''3370 lakh has been shown under other income.

c. Note No. 2.31 to the standalone financial statements which describes the Energy sales and interest from beneficiaries include an amount of ''1748 lakh and Nil respectively (Previous year ''27033 lakh and ''11694 lakh) respectively pertaining to earlier years on receipt of tariff orders during the year.

d. Note No. 2.37 (a) During the financial year-2023-24, the Government of Himachal Pradesh has cancelled the allotment of the Jangi Thopan Hydro Electric Project of 804MW, which was allotted to SJVN on a BOOT basis. The company as well as the Ministry of Power, Government of India, has requested the Government of Himachal Pradesh to revoke the cancellation. Pending outcome of these requests, a provision has been created of ''1776 lakhs for expenditure incurred on this project.

e. Note No. 2.37 (c) During the year Hon''ble Delhi High Court set aside the Arbitration Tribunal Award in respect of the minimum wages case in respect of Nathpa Jhakri Hydro Power Station (NJHPS) vide Judgment dated 12.07.2023. This judgment by the Single Judge was challenged by the contractor in an appeal under Section 37 of the Arbitration S Conciliation Act before the Double Bench of the Hon''ble Delhi High Court. The Double Bench up held the judgment passed by the Single Judge. Since, there is presently no obligation on the company, the provision for the same created during earlier years has been reversed.

f. Note No. 2.47 As required by Ind AS 36, an assessment of impairment of assets was carried out and based on such assessment, the company has recognized impairment losses of ''13870 lakh (PY: Nil) in respect of following renewable projects during the year-

i) In respect of Sadla Wind Power Plant, impairment loss of ''10,108 lakh (PY: Nil) has been recognized under depreciation, amortization S impairment expenses in statement of profit S loss. The recoverable amount of the Cash Generating Unit (CGU) is value in use and has been assessed at ''14,232 lakh. The carrying amount of the CGU is ''24,340 lakh.

ii) In respect of Khirvire Wind Power Plant, impairment loss of ''3,488 lakh (PY: Nil) has been recognized under depreciation, amortization S impairment expenses in statement of profit S loss. The recoverable amount of the Cash Generating Unit (CGU) is value in use and has been assessed at ''10,982 lakh. The carrying amount of the CGU is ''14,470 lakh.

iii) In respect of Charanka Solar PV Power Plant, impairment loss of ''274 lakh (PY: Nil) has been recognized under depreciation, amortization S impairment expenses in statement of profit S loss. The recoverable amount of the Cash Generating Unit (CGU) is value in use and has been assessed at ''1,952 lakh. The carrying amount of the CGU is ''2,226 lakh.

g. Note No. 2.48(B)(v) with respect to imposition of Water Cess by Govt. of Himachal Pradesh vide notification dated 16.02.2023 on the generation of electricity in Himachal Pradesh. The company has filed writ petition against the said notification with the Hon''ble High Court of Himachal Pradesh. Subsequently, the Hon''ble High Court of Himachal Pradesh has ruled in favour of the company, declaring the levy unconstitutional. However, the Government of Himachal Pradesh has filed an appeal to the Supreme Court against the decision. The amount billed till date has been disclosed contingent liabilities of ''28019 Lakhs.

h. Note No. 2.63 with respect to Three hydro power projects - 210MW Luhri Hydro Electric Project Stage-1, 382MW Sunni Dam Hydro Electric Project, and 66MW Dhaulasidh Hydro Electric Project - were allotted to SJVN through Memorandum of Understanding (MOU) by the Government of Himachal Pradesh (GoHP). As per clause 6 of the MOU, the detailed terms and conditions of Implementation Agreements shall be formulated with the mutual consent of GoHP and SJVN. GoHP, via letter dated 06.08.2022, forwarded a mutually agreed Implementation Agreement to be signed between GoHP and SJVN. However, Implementation Agreement for these projects is yet to be signed. Pending signing of mutually Agreed Implementation Agreement between GoHP and SJVN for these projects, SJVN has commenced work on these projects to avoid time and cost overruns and an expenditure of ''226,041 Lakh has been incurred on these projects till 31.03.2024. The Government of Himachal Pradesh has issued a notice with regard to commencement of work on these projects in absence of Implementation Agreement. GoHP seeks to re-negotiate the previously agreed terms S conditions and relaxations in respect of these projects before signing of Implementation Agreement. SJVN has submitted their replies to the above notice and also filed a petition in the Hon''ble High Court of Himachal Pradesh to address the issue. The Hon''ble High Court has directed GoHP that no coercive action shall be taken against SJVN with regard to the subject matter of dispute. The case is currently pending and the company is actively engaged in resolving the matter. (GoHP)

Our opinion is not modified in respect of these matters.

Key Audi! Mailers

Key audit matters are those matters that, in our professional judgment, 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 each matter below, 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.

S.No.	Key Audit Mailer	How our audit addressed the Key Audit Matter
1	Contingent Liabilities and provisions: There are number of litigations pending before various forums against the company and the management''s judgement is required for estimating the amount to be disclosed as contingent liability and for creating the adequate amount of provision, wherever required. We identified this as a key audit matter because the estimates on which these amounts are based involve a significant degree of management judgement in interpreting the cases and it may be subject to management bias. (Refer Note No. 2.48 to the Standalone Financial Statements , read with the Material Accounting Policy No. 1.18)	We have obtained an understanding of the company''s internal instructions and procedures in respect of estimation and disclosure of contingent liabilities and adopted the following audit procedures:- understood and tested the design and operating effectiveness of controls as established by the management for obtaining all relevant information for pending litigation cases; - discussed with the management any material developments and latest status of legal matters; - examined management''s judgements and assessments whether provisions are required; - considered the management assessments of those matters that are not disclosed as the probability of material outflow is considered to be remote; - reviewed the adequacy and completeness of disclosures; Based on the above procedures performed, the estimation and disclosures of contingent liabilities and creation of provisions are considered to be adequate and reasonable.
2.	Properly, Plant £ Equipment: There are areas where management judgement impacts the carrying value of property plant and equipment and their respective depreciation rates. These include the decision to capitalize or expense costs; the annual asset life review; the timeliness of the capitalisation of assets and the use of management assumptions and estimates for the determination or the measurement and recognition criteria for assets retired from active use. Due to the materiality in the context of the balance sheet of the Company and the level of judgement and estimates required, we consider this to be as area of significance. (Refer Note No. 2.1 to the Standalone Financial Statements, read with the Material Accounting Policy No. 1.3)	We assessed the controls in place over the fixed asset cycle, evaluated the appropriateness of capitalisation process Performed tests of details on costs capitalised, the timeliness and accuracy of the capitalisation of the assets and the de-recognition criteria for assets retired from active use. In performing these procedures, we reviewed the judgements made by management including the nature of underlying costs capitalised; determination of realizable value of the assets retired from active use; the appropriateness of asset lives applied in the calculation of depreciation; the useful lives of assets prescribed in schedule II of the Companies Act, 2013 and the useful lives of certain assets as per the technical assessment of the management. We have observed that the management has regularly reviewed the aforesaid judgements and there are no material deficiencies in measurement and recognition of property, plant and equipment.
3.	Capital work-in-progress (CWIP): The company is involved in various capital works like construction of new power projects, installation of new plant and machinery, civil works etc. These projects/works take a substantial period of time to get ready for intended use and due to their materiality in the context of the balance sheet of the Company, this is considered to be an area which had the significant effect on the overall audit strategy and allocation of resources in planning and completing our audit. (Refer Note No. 2.2 to the Standalone Financial Statements, read with the Material Accounting Policy No. 1.4 S 1.5)	We performed an understanding and evaluation of the system of internal control over the capital work-in-progress, with reference to identification and testing of key controls. When it is ready for the intended use, we assessed the progress of the project and the intention and ability of the management to carry forward and bring the asset to its state of intended use. We assessed the timeliness and accuracy of capitalisation of assets when it is ready for the intended use. During the period under review, we found that Jangi Thopa hydro Project has been written off from the books.
4.	Deferred Tax Asset relating io MAT Credit Entitlement:	We have obtained an understanding for recognition of deferred tax asset

	The company has recognised deferred tax asset relating to MAT credit entitlement during the year. Utilization of MAT credit will result in lower outflow of Income Tax in future years. The recoverability of this deferred tax asset relating to MAT credit entitlement is dependent upon the generation of sufficient future taxable profits to utilize such entitlement within the stipulated period prescribed under the Income Tax Act,1961. We identified this as a key audit matter because due to use of management estimate in forecasting future taxable profits for recognition of MAT credit entitlement considering the recoverability of such tax credits within allowed time frame as per the provisions of the Income Tax Act,1961. (Refer Note 2.40)	relating to MAT credit entitlement. We have reviewed the estimate of management regarding future taxable profits and reasonableness of the considerations /assumptions used for the same. Based on the above procedures performed, the recognition and measurement of Deferred tax asset relating to MAT credit entitlement are considered adequate and reasonable. (Refer Note 2.40)
5.	Recoverability of carrying value of property plant and equipment: As at 31st March 2024, the Company had significant amounts of property, plant and equipment, and capital work in progress under development which were carried at historical cost less depreciation. We focused our efforts on the Cash Generating Unit ("CGU") at (a) Sadla Wind Power Plant; (b) Khirvire Wind Power Plant;(c) Charanka Solar PV Power Plant; as it had identified impairment (charge) / reversal indicators. Recoverability of property plant and equipment and capital work in progress being carried at cost has been identified as a key audit matter due to: - The significance of the carrying value of assets being assessed. - The fact that the assessment of the recoverable amount of the Company''s CGU involves significant judgements about the future cash flow forecasts, start date of the plant and the discount rate that is applied. (Refer Note No. 2.1 S 2.2 to the Standalone Financial Statements, read with the material Accounting Policy No. 1.4)	Our audit procedures included the following: • Obtained and read the Company''s policies, processes and procedures in respect of identification of impairment indicators, recording and disclosure of impairment charge/ (reversal) and identified key controls. For selected controls we have performed tests of controls. • Assessed through an analysis of internal and external factors impacting the Company, whether there were any indicators of impairment in line with Ind AS 36. • In relation to the CGU at (a) Sadla Wind Power Plant; (b) Khirvire Wind Power Plant; (c) Charanka Solar PV Power Plant; segment where impairment (charge) / reversal indicators were identified, obtained and evaluated the valuation models used to determine the recoverable amount by assessing the key assumptions used by management, which included: - Evaluated the valuation methodology adopted by the management i.e. determination of Value-in-Use in light of the facts and circumstances of the matter. - Assessed management''s forecasting accuracy by comparing prior year forecasts to actual results and assessed the potential impact of any variances. - Compared the production forecasts used in the impairment tests with management''s approved reserves and resources estimates - Tested the weighted average cost of capital used to discount the impairment models. - Tested the integrity of the models together with their clerical accuracy. - Tested arithmetical accuracy of bifurcation of expenses - Tested the reports provided by management''s external experts for impairment testing for assets of the Company • Assessed the disclosures made by the Company in this regard and evaluated the considerations leading to disclosure of above impairment (change) / reversal.
6.	Regulatory Deferral Account Debit Balances and accruals of revenue pending tariff Notifications The operating activities of the Company are subject to cost of service regulations whereby tariff charged for electricity generated is based on allowable capital and other cost and expenses and stipulated return there against. The Company invoices its customers on the basis of pre-approved/ provisional tariff which is subject to truing up. The Company recognizes revenue as the amount invoiced to customers based on pre-approved/provisional tariff rates agreed with the regulator. As the Company is entitled to a fixed return on equity, the difference between the revenue recognized and entitlement as per the regulations is recognized as regulatory assets/ liabilities. As at March 31, 2024, the Company has recognized Regulatory Deferral Account Debit balances of ''78,435 lakhs (''79,612 lakhs to March 31, 2023) as given in Note 2.17 of the Standalone Financial Statements. Regulatory Deferral Accounts Debit Balances are determined based on tariff regulations and past tariff orders and are subject to verification and approval by the regulators. The Regulatory Deferral Accounts Debit Balances are recognized on undiscounted basis based on the estimates and assumptions with respect to the probability that future economic benefit will flow to the entity as a	Our audit procedures based on which we arrived at the conclusion regarding reasonableness of the carrying value of Regulatory Deferral Account Debit Balances include the following: Understanding and testing the design and operating effectiveness of controls as established by the management for accrual of income and determination of the amounts recoverable there against. Obtaining and understanding of the amount recoverable in terms of CERC Regulations and assessing, testing and evaluating the reasonableness thereof keeping in view the significant judgements applied by the management for such assessments. The above includes the evaluation of the CERC guidelines and acceptance of the claim made by the Company in the past and the trend of disallowances on various count and adherences and compliances thereof by the management and rationale for assumptions taken under the given situation and business environment. Assessing the application of provisions of Ind AS 114, Guidance Note on Accounting of Rate Regulated Activities issued by ICAI for recognition of regulatory deferral balances.

result of actual or expected action of regulator under applicable regulatory framework and therefore recoverability thereof is dependent upon Tariff Regulations and related approvals and notifications. The accruals made as above are vital and proprietary to the business in which the Company is operating. In absence of specific notification and rate fixation, these are based on the management''s assumptions and estimates which are subject to finalization of tariff by CERC and commencement of operations of the Projects.

Reviewing the adequacy and reasonableness of amounts recognized and measurement policies followed by the Company and adequacy of the disclosure made with respect to the same in the Standalone Financial Statements of the Company.

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 Management Discussion and Analysis, Board''s Report including Annexure to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, (but does not include the standalone financial statements and our auditor''s report thereon), which are expected to be made available to us after the date of this auditors'' report.

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

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 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.

Responsibility 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, total comprehensive income, changes in equity and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed 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 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 are 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 financial controls 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 standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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 in terms of Section 143(11) of the Act, we

give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(5) of the Act, for the additional directions under the Companies Act'' 2013, we have annexed Annexure "B" to this report for the

additional direction under section 143(5) of the Companies Act'' 2013 as 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) 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;

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 relevant 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 relevant rules issued thereunder.

e) In view of exemptions given vide Notification No. G.S.R. 463(E) dated 5th June 2015 issued by Ministry of Corporate Affairs, the provisions of Section 164 (2) of the Companies Act, 2013 regarding disqualification of directors are not applicable to the company.

f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, kindly refer to our separate report in Annexure "C”

g) As per Notification No. GSR 463(E) dated 5th June 2015 issued by Ministry of Corporate Affairs, the provisions of Section 197 of the Companies Act, 2013 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 on 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 impact of pending litigations on its financial position in its standalone financial statements. Refer Note No. 2.48 to the standalone financial statements;

ii. The company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts;

iii. There has been no delay in transferring amounts which were required to be transferred to Investor Education and Protection Fund by the company.

iv. (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested by the company to or in any other person(s) or entities, including foreign entities ("Intermediaries"), with the understanding that the intermediary shall whether directly or indirectly lend or invest in other persons or entities identified in any manner by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of ultimate beneficiaries.

(b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the company from any person(s) or entities including foreign entities ("Funding Parties") with the understanding that such 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 guarantee, security or the like on behalf of the Ultimate beneficiaries.

(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the above representations given by the management contain any material mis-statement.

v. The dividend declared or paid during the year by the company is in compliance of section 123 of the Act.

vi. Based on our examination which included test checks, 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 our audit, we did not come across any instance of audit trail feature being tampered with.

For APT & Co LLP Chartered Accountants FRN: 014621C/N500088

(Ashish Goyal)

Partner

Membership No 534775 UDIN: 24534775BKAK2R7159 Place: New Delhi Date: August 05,2024

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Mar 31, 2023

SJVN Limited

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of SJVN Limited (‘''the Company”), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of changes in Equity, Statement of Cash Flows for the year then ended, and Notes to the financial statements including a summary of the significant accounting policies and other explanatory information (hereinafter referred 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 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 accounting principles generally accepted in India and Indian Accounting Standards prescribed under section 133 of the Act read with companies (Indian Accounting Standard) Rules 2015, as amended, (Ind AS) and other accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at March 31, 2023 and its profit (financial performance including Other Comprehensive Income), Change 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 specified under section 143(10) of the Companies Act, 2013. 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 independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the 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:

We draw attention to the following matters:

a. Note No. 2.2 (a) with respect to the Devasari Hydro Electric Project which has been put on hold as per directions of Ministry of Power, GOI dated July 6, 2021.

b. Note No. 2.5 and 2.33 to the standalone financial statements which describes the Other Income includes '' 11428 Lacs towards gain on transfer of entire shareholding from Kholongchhu Hydro Energy Limited (KHEL), joint venture company to another shareholder, Druk Green Power Corporation (DGPC), Bhutan.

c. Note No. 2.15 to standalone financial statements regarding transfer of under construction renewable energy projects to wholly owned subsidiary i.e. SJVN Green Energy Limited (SGEL) at book value through Business Transfer Agreement (BTA).

d. Note No. 2.64 with respect to imposition of Water Cess by Govt. of Himachal Pradesh vide notification dated 16.02.2023 on the generation of electricity in Himachal Pradesh. The company has filed writ petition against the said notification with the Hon''ble High Court of Himachal Pradesh.

e. Note No. 2.57 to the standalone financial statements regarding certain balances which are subject to reconciliation / confirmation and consequential adjustments.

Our opinion is not modified in respect of these matters.

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 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 each matter below, 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.

S. No.	Key Audit Matter	How our audit addressed the Key Audit Matter
1	Contingent Liabilities and provisions: There are number of litigations pending before various forums against the company and the management''s judgement is required for estimating the amount to be disclosed as contingent liability and for creating the adequate amount of provision, wherever required. We identified this as a key audit matter because the estimates on which these amounts are based involve a significant degree of management judgement in interpreting the cases and it may be subject to management bias. (Refer Note No. 2.50 to the Standalone Financial Statements, read with the Accounting Policy No. 1.18)	We have obtained an understanding of the company''s internal instructions and procedures in respect of estimation and disclosure of contingent liabilities and adopted the following audit procedures:- understood and tested the design and operating effectiveness of controls as established by the management for obtaining all relevant information for pending litigation cases; - discussed with the management any material developments and latest status of legal matters; - examined management''s judgements and assessments whether provisions are required; - considered the management assessments of those matters that are not disclosed as the probability of material outflow is considered to be remote; - reviewed the adequacy and completeness of disclosures; Based on the above procedures performed, the estimation and disclosures of contingent liabilities and creation of provisions are considered to be adequate and reasonable.

2	Property, Plant & Equipment: There are areas where management judgement impacts the carrying value of property plant and equipment and their respective depreciation rates. These include the decision to capitalize or expense costs; the annual asset life review; the timeliness of the capitalisation of assets and the use of management assumptions and estimates for the determination or the measurement and recognition criteria for assets retired from active use. Due to the materiality in the context of the balance sheet of the Company and the level of judgement and estimates required, we consider this to be as area of significance. (Refer Note No. 2.1 to the Standalone Financial Statements, read with the Significant Accounting Policy No. 1.3)	We assessed the controls in place over the fixed asset cycle, evaluated the appropriateness of capitalisation process Performed tests of details on costs capitalised, the timeliness and accuracy of the capitalisation of the assets and the de-recognition criteria for assets retired from active use. In performing these procedures, we reviewed the judgements made by management including the nature of underlying costs capitalised; determination of realizable value of the assets retired from active use; the appropriateness of asset lives applied in the calculation of depreciation; the useful lives of assets prescribed in schedule II of the Companies Act, 2013 and the useful lives of certain assets as per the technical assessment of the management. We have observed that the management has regularly reviewed the aforesaid judgements and there are no material deficiencies in measurement and recognition of property, plant and equipment.
3	Capital work-in-progress (CWIP): The company is involved in various capital works like construction of new power projects, installation of new plant and machinery, civil works etc. These projects/works take a substantial period of time to get ready for intended use and due to their materiality in the context of the balance sheet of the Company, this is considered to be an area which had the significant effect on the overall audit strategy and allocation of resources in planning and completing our audit. (Refer Note No. 2.2 to the Standalone Financial Statements, read with the Significant Accounting Policy No. 1.4)	We performed an understanding and evaluation of the system of internal control over the capital work-in-progress, with reference to identification and testing of key controls. when it is ready for the intended use. We assessed the progress of the project and the intention and ability of the management to carry forward and bring the asset to its state of intended use. We assessed the timeliness and accuracy of capitalisation of assets when it is ready for the intended use.

4	Deferred Tax Asset relating to	We have obtained an
	MAT Credit Entitlement:	understanding for recognition
	The company has recognised	of deferred tax asset relating
	deferred tax asset relating	to MAT credit entitlement. We
	to MAT credit entitlement	have reviewed the estimate
	during the year. Utilization of	of management regarding
	MAT credit will result in lower	future taxable profits and
	outflow of Income Tax in future	reasonableness of the
	years. The recoverability of	considerations /assumptions
	this deferred tax asset relating	used for the same.
	to MAT credit entitlement is	Based on the above procedures
	dependent upon the generation	performed, the recognition and
	of sufficient future taxable profits	measurement of Deferred tax
	to utilise such entitlement within	asset relating to MAT credit
	the stipulated period prescribed	entitlement are considered
	under the Income Tax Act,1961. We identified this as a key audit matter because due to use of management estimate in forecasting future taxable profits for recognition of MAT credit entitlement considering the recoverability of such tax credits within allowed time frame as per the provisions of the Income Tax Act,1961. (Refer Note No. 2.42 to the Standalone Financial Statements, read with the Significant Accounting Policy No. 1.22)	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 Management Discussion and Analysis, Board''s Report including Annexure to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information, but does not include the standalone financial statements and our auditor''s report thereon.

The Other information is 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 hereon. 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 our knowledge obtained during the course of our 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.

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.

Responsibility 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, total comprehensive income, changes in equity and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed 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 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 doso.

The Board of Directors are 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 financial controls 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 standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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 in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(5) of the Act, for the additional directions under the Companies Act'' 2013, we have annexed Annexure “B” to this report for the additional direction under section 143(5) of the Companies Act'' 2013 as 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) 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;

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 relevant 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 relevant rules issued thereunder.

e) In view of exemptions given vide Notification No. G.S.R. 463(E) dated 5th June 2015 issued by Ministry of Corporate Affairs, the provisions of Section 164 (2) of the Companies Act, 2013 regarding disqualification of directors are not applicable to the company.

f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, kindly refer to our separate report in Annexure “C”

g) As per Notification No. GSR 463(E) dated 5th June 2015 issued by Ministry of Corporate Affairs, the provisions of Section 197 of the Companies Act, 2013 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 on 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 impact of pending litigations on its financial position in its standalone financial statements. Refer Note No. 2.50 to the standalone financial statements;

ii. The company has made provision, as required under the applicable law or accounting standards, for material forseeable losses, if any, on long term contracts including derivative contracts;

iii. There has been no delay in transferring amounts which were required to be transferred to Investor Education and Protection Fund by the company.

iv. (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested by the company to or in any other person(s) or entities, including foreign entities (“Intermediaries”), with the understanding that the intermediary shall whether directly or indirectly lend or invest in other persons or entities identified in any manner by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of ultimate beneficiaries.

(b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the company from any person(s) or entities including foreign entities (“Funding Parties”) with the understanding that such 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 guarantee, security or the like on behalf of the Ultimate beneficiaries.

(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the above representations given by the management contain any material mis-statement.

v. The dividend declared or paid during the year by the company is in compliance of section 123 of the Act.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1,2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31,2023.

For APT & Co LLP Chartered Accountants FRN: 014621C/N500088

Date: 22^nd May, 2023 (Nimish Kumar Sharma)

Place: Shimla Partner

Membership No 514914 UDIN: 23514914BGZCAN1255

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Mar 31, 2022

Report on the Audit of the Standalone Financial Statements This report is in supersession to our earlier Report dated May 25, 2022. The report is revised w.r.t. clerical / non-material errors, based on audit observations raised by C&AG Audit during the course of supplementary Audit. There is no change in opinion as given in our earlier report dated May 25, 2022.

Opinion

We have audited the accompanying standalone financial statements of SJVN Limited (‘’the Company”), which comprise the Balance Sheet as at March 31,2022, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of changes in Equity, Statement of Cash Flows for the year then ended, and Notes to the financial statements including a summary of the significant accounting policies and other explanatory information (hereinafter referred 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 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 accounting principles generally accepted in India and Indian Accounting Standards prescribed under section 133 of the Act read with companies (Indian Accounting Standard) Rules 2015, as amended, (Ind AS) and other accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at March 31,2022 and its profit (financial performance including Other Comprehensive Income), Change 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 specified under section 143(10) of the Companies Act, 2013. 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 independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the 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:

We draw attention to the following matters:

a. Note No. 2.32 and 2.53 (V) to the standalone financial statements in respect of billing and accounting of sales on the basis of approved tariff subject to truing up by CERC.

b. Note No. 2.64 to the standalone financial statements which describes the assessment of Impact of Covid-19 pandemic by the management on the business and its associated financial risks.

c. Note No. 2.57 to the standalone financial statements regarding certain balances which are subject to reconciliation / confirmation and consequential adjustments.

d. Note No. 2.2 (a) with respect to the Devasari Hydro Electric Project which has been put on hold as per directions of Ministry of Power, GOI dated July 6, 2021.

Our opinion is not modified in respect of these matters.

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 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 each matter below, 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.

	S. No.	Key Audit Matter	How our audit addressed the Key Audit Matter
	1	Contingent Liabilities and provisions: There are number of litigations pending before various forums against the company and the management’s judgement is required for estimating the amount to be disclosed as contingent liability and for creating the adequate amount of provision, wherever required. We identified this as a key audit matter because the estimates on which these amounts are based involve a significant degree of management judgement in interpreting the cases and it may be subject to management bias. (Refer Note No. 2.50 to the S ta n d a l o n e F i n a n c i a l Statements , read with the Accounting Policy No. 1.18)	We have obtained an understanding of the company’s internal instructions and procedures in respect of estimation and disclosure of contingent liabilities and adopted the following audit procedures:- understood and tested the design and operating effectiveness of controls as established by the management for obtaining all relevant information for pending litigation cases; - discussed with the management any material developments and latest status of legal matters; - examined management’s judgements and assessments whether provisions are required; - considered the management assessments of those matters that are not disclosed as the probability of material outflow is considered to be remote; - reviewed the adequacy and completeness of disclosures; Based on the above procedures performed, the estimation and disclosures of contingent liabilities and creation of provisions are considered to be adequate and reasonable.
	2	Property, Plant & Equipment: There are areas where management judgement impacts the carrying value of property plant and equipment and their respective depreciation rates. These i n c l u d e t h e d e c i s i o n to capitalize or expense costs; the annual asset life review; the timeliness of the capitalisation of assets and the use of management assumptions and estimates for the determination or the measurement and recognition criteria for assets retired from active use. Due to the materiality in the context of the balance sheet of the Company and the level of judgement and estimates required, we consider this to be as area of significance. (Refer Note No. 2.1 to the Standalone Financial	We assessed the controls in place over the fixed asset cycle, evaluated the appropriateness of capi tali sati on process Performed tests of details on costs capitalised, the timeliness and accuracy of the capitalisation of the assets and the de-recognition criteria for assets retired from active use. In performing these procedures, we reviewed the judgements made by management including the nature of underlying costs capitalised; determination of realizable value of the assets retired from active use; the appropriateness of asset lives applied in the calculation of depreciation; the useful lives of assets prescribed in schedule II of the Companies Act, 2013 and the useful lives of certain

S. No.	Key Audit Matter	How our audit addressed the Key Audit Matter
	Statements, read with the Significant Accounting Policy No. 1.3)	assets as per the technical a s s e s s m e n t o f t h e management. We have observed that the management has regularly reviewed the aforesaid judgements and there are no material deficiencies in measurement and recognition of property, plant and equipment.
3	Capital work-in-progress (CWIP): The company is involved in various capital works like construction of new power projects, installation of new plant and machinery, civil works etc. These projects/works take a substantial period of time to get ready for intended use and due to their materiality in the context of the balance sheet of the Company, this is considered to be an area which had the significant effect on the overall audit strategy and allocation of resources in planning and completing our audit. (Refer Note No. 2.2 to the Standalone Financial Statements, read with the Significant Accounting Policy No. 1.4)	W e p e r f o r m e d a n understanding and evaluation of the system of internal control over the capital work-in-progress, with reference to identification and testing of key controls. when it is ready for the intended use. We assessed the progress of the project and the intention and ability of the management to carry forward and bring the asset to its state of intended use. We assessed the timeliness and accuracy of capitalisation of assets when it is ready for the intended use.
4	Deferred Tax Asset relating to MAT Credit Entitlement: The company has recognised deferred tax asset relating to MAT credit entitlement during the year. Utilization of MAT credit will result in lower outflow of Income Tax in future years. The recoverability of this deferred tax asset relating to MAT credit entitlement is dependent upon the generation of sufficient future taxable profi ts to uti l i se su ch entitlement within the stipulated period prescribed under the Income Tax Act,1961. We identified this as a key audit matter because due to use of management estimate in forecasting future taxable profits for recognition of MAT credit entitlement considering the recoverability of such tax credits within allowed time frame as per the provisions of the Income Tax Act,1961. (Refer Note 2.42)	We h ave ob tai n ed an understanding for recognition of deferred tax asset relating to MAT credit entitlement. We have reviewed the estimate of management regarding future t a x a b l e p r o f i t s a n d reasonableness of the considerations /assumptions used for the same. B a s e d o n t h e a b o v e procedures performed, the recognition and measurement of Deferred tax asset relating to MAT credit entitlement are considered 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 Management Discussion and Analysis, Board’s Report including Annexure to Board’s Report, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the standalone financial statements and our auditor’s report thereon.

The Other information is 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 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 ou r 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.

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.

Responsibility 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, total comprehensive income, changes in equity and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed 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 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 are 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 financial controls 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 standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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 in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(5) of the Act, for the additional directions under the Companies Act’ 2013, we have annexed Annexure “B” to this report for the additional direction under section 143(5) of the Companies Act’ 2013 as 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) 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 ou r 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 cash flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant 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 from time to time.

e) In view of exemptions given vide Notification No. G.S.R. 463(E) dated 5th June 2015 issued by Ministry of Corporate Affairs, the provisions of Section 164 (2) of the Companies Act, 2013 regarding disqualification of directors are not applicable to the company.

f) With respect to the adequacy of the internal financial controls over financial reporting of the company and the operating effectiveness of such controls, kindly refer to our separate report in Annexure “C”

g) As per Notification No. GSR 463(E) dated 5th June 2015 issued by Ministry of Corporate Affairs, the provisions of Section 197 of the Companies Act, 2013 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 on 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 impact of pending litigations on its financial position in its standalone financial statements. Refer Note No. 2.50 to the standalone financial statements;

ii. The company has made provision, as required under the applicable law or accounting standards, for material forseeable losses, if any, on long term contracts including derivative contracts;

iii. There has been no delay in transferring amounts which were required to be transferred to Investor Education and Protection Fund by the company.

iv. (a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested by the company to or in any other person(s) or entities, including foreign entities (“Intermediaries”), with the understanding that the intermediary shall whether directly or indirectly lend or invest in other persons or entities identified in any manner by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of ultimate beneficiaries.

(b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the company from any person(s) or entities including foreign entities (“Funding Parties”) with the understanding that such 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 guarantee, security or the like on behalf of the Ultimate beneficiaries.

(c) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the above representations given by the management contain any material mis-statement.

v. The dividend declared or paid during the year by the company is in compliance of section 123 of the Act.

For APT & Co LLP Chartered Accountants FRN: 014621C/N500088

(Avinash Gupta)PartnerMembership No 513349 UDIN: 22513349ANPVDJ4491Place: New Delhi Date: 26-07-2022

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Mar 31, 2021

To The Members of SJVN LIMITED

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of SJVN LIMITED ("the Company”), which comprise the Balance Sheet as at 31^st March, 2021, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity, 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 (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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs (financial position) of the Company as at 31^st March, 2021, and its profit/loss (financial performance including other comprehensive income), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. 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 Companies Act, 2013 and the Rules there under, 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.

Emphasis of Matter

We draw attention to the following matters in the Notes to the standalone financial statements:

a) Note No. 2.31 and 2.53 (V) to the standalone financial statements in respect of billing and accounting of sales on the basis of provisionally approved tariff.

b) Note No. 2.63 to the standalone financial statements which describes the assessment of the impact of Covid-19 pandemic by the management on the business and its associated financial risks.

c) Note No. 2.57 to the standalone financial statements regarding certain balances which are subject to reconciliation/ confirmation and consequential adjustments.

Our opinion is not modified in respect of these matters.

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 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 each matter below, description of how our audit addressed the matter is provided in that context. We have determined the matters described below

Sr. No.	Key Audit Matter	How our audit addressed the key audit matter
1	Contingent Liabilities and Provisions There are a number of litigations pending before various forums	We have obtained an understanding of the Company''s internal instructions and procedures in respect of estimation and disclosure

	against the Company and the management''s judgement is required for estimating the amount to be disclosed as contingent liability and for creating the adequate amount of provision, wherever required. We identified this as a key audit matter because the estimates on which these amounts are based involve a significant degree of management judgment in interpreting the cases and it may be subject to management bias. (Refer Note No. 2.50 to the Standalone Financial Statements, read with the Accounting Policy No. 1.17)	of contingent liabilities and adopted the following audit procedures: - understood and tested the design and operating effectiveness of controls as established by the management for obtaining all relevant information for pending litigation cases; - discussed with the management any material developments and latest status of legal matters; - examined management''s judgements and assessments whether provisions are required; - considered the management assessments of those matters that are not disclosed as the probability of material outflow is considered to be remote; - reviewed the adequacy and completeness of disclosures; Based on the above procedures performed, the estimation and disclosures of contingent liabilities and creation of provisions are considered to be adequate and reasonable.
2	Property, Plant & Equipment There are areas where management judgement impacts the carrying value of property plant and equipment and their respective depreciation rates. These include the decision to capitalise or expense costs; the annual asset life review; the timeliness of the capitalisation of assets and the use of management assumptions and estimates for the determination or the measurement and recognition criteria for assets retired from active use. Due to the materiality in the context of the balance sheet of the Company and the level of judgement and estimates required, we consider this to be as area of significance. (Refer Note No. 2.1 to the Standalone Financial Statements, read with the Significant Accounting Policy No. 1.3)	We assessed the controls in place over the fixed asset cycle, evaluated the appropriateness of capitalisation process Performed tests of details on costs capitalised, the timeliness and accuracy of the capitalisation of the assets and the de-recognition criteria for assets retired from active use. In performing these procedures, we reviewed the judgements made by management including the nature of underlying costs capitalised; determination of realizable value of the assets retired from active use; the appropriateness of asset lives applied in the calculation of depreciation; the useful lives of assets prescribed in schedule II of the Companies Act, 2013 and the useful lives of certain assets as per the technical assessment of the management. We have observed that the management has regularly reviewed the aforesaid judgements and there are no material deficiencies in measurement and recognition of property, plant and equipment.
3	Capital work-in-progress (CWIP) The company is involved in various capital works like construction of new power projects, installation of new plant and machinery, civil works etc. These projects/works take	We performed an understanding and evaluation of the system of internal control over the capital work-in-progress, with reference to identification and testing of key controls. We assessed the progress of the project and the intention and ability

	a substantial period of time to get ready for intended use and due to their materiality in the context of the balance sheet of the Company, this is considered to be an area which had the significant effect on the overall audit strategy and allocation of resources in planning and completing our audit. (Refer Note No. 2.2 to the Standalone Financial Statements, read with the Significant Accounting Policy No. 1.4)	of the management to carry forward and bring the asset to its state of intended use. We assessed the timeliness and accuracy of capitalisation of assets when it is ready for the intended use.
4	Deferred Tax Assets relating to MAT credit entitlement: The company has recognised deferred tax asset relating to MAT credit entitlement during the year. Utilization of MAT credit will result in lower outflow of Income Tax in future years. The recoverability of this deferred tax asset relating to MAT credit entitlement is dependent upon the generation of sufficient future taxable profits to utilise such entitlement within the stipulated period prescribed under the Income Tax Act, 1961. We identified this as a key audit matter due to use of management estimate in forecasting future taxable profits for recognition of MAT credit entitlement considering the recoverability of such tax credits within allowed time frame as per provisions of the Income Tax Act 1961 (refer note 2.42).	We have obtained an information/ reasons for recognition of deferred tax asset relating to MAT credit entitlement. We have reviewed the estimate of the management regarding future taxable profits and reasonableness of the consideration/ assumptions used for the same. Based on the above procedure performed, the recognition and measurement of Deferred tax asset relating to MAT credit entitlement are considered 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 Director''s Report including Annexures, Management Discussion and Analysis, Business Responsibility Report, Report on Corporate Governance, Shareholders Information and other information in Annual Report thereon but does not include the standalone financial statements and our auditor''s report.

The other information is 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 and will 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 in the audit, or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor''s report, 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.

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 Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (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) prescribed 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.

In preparing the financial statements, the Board of Directors 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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 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.

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 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 Companies Act, 2013, 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 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.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

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, 2016 ("the Order") issued by the Central Government 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, 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 B" on the directions issued by Comptroller and Auditor General of India.

3. 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 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 relevant rules issued there under.

e) In view of the exemptions given vide Notification No. G.S.R. 463 (E) dated 5^th June 2015 issued by the Ministry of Corporate Affairs, the provisions of Section 164 (2) of the Companies Act, 2013 regarding disqualification of directors, are not applicable to the company.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to the separate Report in “Annexure C".

g) As per Notification No. GSR 463(E) dated 5^th 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 requirement of provisions of section 197(16) of the Act is not applicable on 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, 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 No. 2.50 to the standalone financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

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

For A P R A & Associates LLP Chartered Accountants FRN - 011078N / N500064

(CA. Deepak Kataria)

Date: 26^th June 2021 Partner

Place: Gurugram M. No. 504395

UDIN- 21504395AAAADM5715

SJVN I Annual Report 2020-21

L\\ “ANNEXURE- A” TO THE AUDITOR’S REPORT \\T

(Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of SJVN LIMITED for the year ended 31^st March, 2021)

Description of Asset	No. of Cases	Area in Acres	Gross block as on 31.03.2021 (Rs. Lakh)	Net block as on 31.03.2021 (Rs. Lakh)	Remarks (If Any)
Building	1		15	2	Title deed is yet to be executed.

i. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) As per information and explanation provided to us on the basis of our examination of the records of the company, physical verification of fixed assets is carried out once in a year which in our opinion is reasonable having regard to the size of the company and nature of its business.

(c) According to the information and explanations given to us, the title deeds of all the immovable properties are held in the name of the company except the following:

ii. As per information and explanation provided to us on the basis of our examination of the records of the company, the physical verification of inventory is carried out once in a year. The discrepancies noticed on physical verification of inventory have been properly dealt with in the books of account.

iii. According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act 2013. Accordingly, the provisions of clause 3 (iii) (a), (b) and (c) of the order are not applicable

iv. In our opinion and according to the information and explanations given to us, the company has complied with provisions of section 185 and 186 of the Companies Act, 2013, with respect to the loans, investments, guarantees and securities.

v. In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from public in terms of section 73 to 76 or any other provisions of the Companies Act, 2013 and rules made there under.

vi. The company has made and maintained cost accounts and records as specified by the Central Government under section 148 (1) of the Companies Act 2013. However, we have not made a detailed examination of these accounts and records with a view to determine whether they are accurate and complete.

vii. (a) According to the information and explanations and records of

the company, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Income tax, GST, Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory dues with the appropriate authorities. There are no outstanding statutory dues for a period of more than six months from the date they became payable as on 31st March, 2021. We are informed that the provisions of Employees'' State Insurance Act are not applicable to the company.

(b) According to the information and explanations given to us, there are no dues of income tax, GST, custom duty, excise duty, value added tax, cess and other material statutory dues that have not been deposited on account of any dispute.

viii. Based upon the audit procedure performed and information and explanation given to us by the management, the company has not defaulted in repayment of loans and borrowing to any financial institution, banks, government or dues to debenture holders.

ix. In our opinion and according to the information and explanations given to us, the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company.

x. To the best of our knowledge and according to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. In view of the exemptions given vide in terms of Notification No. G.S.R. 463 (E) dated 5th June 2015 issued by the Ministry of Corporate Affairs, the provisions of Section 197 read with schedule V to the Companies Act, 2013 regarding managerial remuneration, are not applicable to the company.

xii. In our opinion and according to the information and explanations given to us, the company is not a Nidhi Company as prescribed under Section 406 of the Act. Accordingly, paragraph 3(xii) of the Order is not applicable to the company.

xiii. According to the information and explanations given to us and based on our examination of the records of the Company, all the transactions with the related parties are in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable and the details have been disclosed in the Note No. 2.47 to the standalone financial statements, as required by the applicable accounting standards.

xiv. According to the information and explanations given to us, the company has not made any preferential allotment or private placements of shares or fully or partly convertible debentures during the year.

xv. In our opinion and according to the information and explanations given to us, the company has not entered into any non-cash transaction with Directors or persons connected with him.

xvi. According to the information and explanations given to us, the company is not required to be registered under schedule 45-1A of the Reserve Bank of India Act 1934.

For A P R A & Associates LLP Chartered Accountants FRN - 011078N / N500064

(CA. Deepak Kataria) Date: 26^th June 2021 Partner

Place: Gurugram/Shimla M. No. 504395

UDIN- 21504395AAAADM5715

72

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Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of SJVN LIMITED (“the Company”), which comprise the Balance Sheet as at 31^st March, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows, the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the standalone Ind AS financial statements”).

Management’s Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and statement of changes in equity of the Company in accordance with the accounting principles generally accepted in India, including Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with relevant rules issued there under.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs (financial position) of the Company as at 31st March, 2018, and its profit/loss (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Emphasis of Matter

We draw attention to the following matters in the Notes to the standalone Ind AS financial statements:

a) Note No. 2.31 to the standalone Ind AS financial statements in respect of accounting of sales on provisionally approved tariff.

b) Note No. 2.38 to the standalone Ind AS financial statements, regarding the uncertainty related to the outcome of the claims/ arbitration proceedings and lawsuit filed by/against the Company on/ by contractors and others. In some of the cases the arbitration award has been decided against the Company/ lost in lower courts and the company is pursuing the matter in higher courts. Management does not envisage any possible outflow in respect of decisions against the company other than those already provided for in the books of account.

c) Note 2.41 to the Ind AS financial statements, which describes that a fire break out at Charanka Solar Power Project on 14 Feb, 2018 which resulted into shut down of whole plant for almost 69 days, causing loss of revenue to the company.

d) Note 2.42 to the Ind AS financial statements, regarding the certain balances which are subject to reconciliation / confirmation and respective consequential adjustments.

Our opinion is not modified in respect of these matters.

Other Matter

The audit of prior period financial statements was performed by another auditor and law or regulation permits us being the auditor for the current period to refer to the report of the predecessor auditor on corresponding figures. Accordingly we state:

a) That the audit of prior period financial statements was performed by another auditor.

b) That the predecessor auditors had expressed Modified Opinion based on the excessive payments (Hydro Allowance) being made by the company against the capital works which leads to overstatement of Property Plant and Equipment and correspondingly understatement of Profits due to enhanced depreciation. However, the same is resolved in the current year.

c) The date of audit report on prior period financial statements is 29th May, 2017.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government 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, 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-B” on the directions issued by Comptroller and Auditor General of India.

3. 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, 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 Ind AS Financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act read with the relevant rules issued there under.

e) In view of the exemptions given vide Notification No. G.S.R. 463 (E) dated 5th June 2015 issued by the Ministry of Corporate Affairs, the provisions of Section 164 (2) of the Companies Act, 2013 regarding disqualification of directors, are not applicable to the company.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to the separate Report in “Annexure C”.

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, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company have disclosed the impact of pending litigations on its financial position in Note No.2.38 to standalone Ind AS financial statements;

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

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

(Referred to in Paragraph 1 under the heading of “Report on Other Legal and Regulatory Requirements” of our report of even date to the members of SJVN LIMITED for the year ended 31^st March, 2018)

i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its Fixed Assets except for inter unit transfers.

(b) As explained to us all the assets were got physically verified during the year by the management from outside agency. We were informed that no material discrepancies were noticed on such verification.

(c) Title deed of immovable properties were not shown to us except those which were acquired through acquisition order of Govt. At RHEP neither any conveyance deed nor any lease deed has been executed for forest land. Similarly neither any conveyance deed nor any lease deed has been executed for Land acquired at Sadla project of the company.

ii. The inventories of the company consists of stores and spare parts. We were informed that these have been physically verified during the year by the management through outside agencies. We were informed that no material discrepancies were noticed on such verification.

iii. According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act 2013. Accordingly, the provisions of clause 3 (iii) (a), (b) and (c) of the order are not applicable

iv. In our opinion and according to the information and explanations given to us, the company has complied with provisions of section 185 and 186 of the Companies Act, 2013, with respect to the loans, investments, guarantees and securities.

v. In our opinion and according to the information and explanations given to us, the company has not accepted any deposit from public in terms of section 73 to 76 or any other provisions of the Companies Act, 2013 and rules made there under.

vi. The company has made and maintained cost accounts and records as specified by the Central Government under section 148 (1) of the Companies Act 2013. However, we have not made a detailed examination of these accounts and records with a view to determine whether they are accurate and complete.

vii. a) According to the information and explanations and records of the Company, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Income tax, GST, Service tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory dues with the appropriate authorities. There are no outstanding statutory dues for a period of more than six months from the date they became payable as on 31st March, 2018. We are informed that the provisions of Employees’ State Insurance Act are not applicable to the company.

Further as per our observation, the Company has not accounted for and paid Service Tax/ GST on the following transactions during the year under audit:

Name of the Statute	Nature of the Transaction	Taxable Amount (Rs.Lakh)
Service Tax	Liquidated damages recovered from contractors/ vendors from 01.04.2017 to 30.06.2017	3037.82
Service Tax / GST	Forfeiture of Security Deposit of contractors/ vendors	1.75
GST	Food expenses recovered from employees	43.73
GST	Supply of laptop to employees	6.74
GST	Recovery towards private use of vehicles by employees	4.28

b) According to the information and explanations given to us, dues of income tax, GST, wealth tax, service tax, custom duty, excise duty, value added tax, cess and other material statutory dues that have not been deposited on account of any dispute are given below:

Name of the	Nature of	Amount	Forum where
Statute	the Dues	(Rs.in Lakh)	dispute is pending
The Central	Excise Duty	1.00	CESTAT
Excise Act, 1944	Penalty

viii. Based upon the audit procedure performed and information and explanation given to us by the management, the company has not defaulted in repayment of loans and borrowing to any financial institution, banks, government or dues to debenture holders.

ix. The company has not raised money by way of initial public offer or further public offer and the term loans. However, The Board of Directors of the Company approved a proposal for buy back of equity shares at its meeting held on 8th January 2018.As per approval, the Company completed buy back of 206831325 shares of Rs.10 each (representing 5% of total paid up equity capital) on 12^th March 2018, from the shareholders on a proportionate basis by way of a tender offer at a price of Rs.38.75 per equity share for an aggregate amount of Rs.80147 lakh in accordance with the provisions of the Companies Act 2013 and the SEBI regulations.

x. Based upon the audit procedure performed and information and explanation given to us, we report that financial irregularities were committed by one of the Company executives in Arunachal Pradesh which were detected during the financial year 2014-15 and recovery was initiated during the year 2016-17. However, no accounting entries were passed to recognize the same. On insistence, Company booked Rs.8.13 Lakh as recoverable from employee but recovery of interest on the same is yet to be accounted for.

xi. In view of the exemptions given vide in terms of Notification No. G.S.R. 463 (E) dated 5^th June 2015 issued by the Ministry of Corporate Affairs, the provisions of Section 197 read with schedule V to the Companies Act, 2013 regarding managerial remuneration, are not applicable to the company.

xii. The company is not a Nidhi Company.

xiii. All the transactions with the related parties are in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable and the details have been disclosed in the Note No. 2.46 to the financial statements, as required by the applicable accounting standards.

xiv. The company has not made any preferential allotment or private placements of shares or fully or partly convertible debentures during the year.

xv. In our opinion and according to the information and explanations given to us, the company has not entered into any non-cash transaction with Directors or persons connected with him.

xvi. The company is not required to be registered under schedule 45-1A of the Reserve Bank of India Act 1934.

For A P R A & Associates LLP

Chartered Accountants

FRN -011078N/N500064

(Arun Kumar Gupta)

Place: New Delhi Partner

Date: 28^th May 2018 M.No.089657

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Mar 31, 2017

To

The Members of SJVN Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of SJVN Limited (''the Company''), which comprise the Balance Sheet as at 31^st March 2017, the Statement of Profit and Loss, Cash Flow Statement for the year, a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone Ind AS Financial Statements that give a true and fair view of the affairs (financial position), profit or loss (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) prescribed 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 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the standalone Ind AS financial statement in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind As financial statements that give a true & fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

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.

Opinion

Subject to our qualification/reservations reported hereunder, in

our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs (financial position) of the Company as at 31^st March 2017, and its profit/loss (financial performance including other comprehensive income), its cash flows and changes in equity for the year ended on that date.

Audit Qualifications/Observations:

i) The Management has not provided justification of Payment of Hydro allowance to Patel Gammon Joint Venture (PGJV) amounting to Rs. 928437602. As per Govt order hydro allowance was to be paid @ 25% minimum wages as additional wages. Actual records of minimum wages paid by the contractors were available with SJVN which are required to be submitted by the contractor along with each running account bill and also the same could have been verified with PF amount deducted and deposited by the contractor which is required ot be submitted by the contractor. As per our assessment based on the actual wages paid by the contractor an amount of Rs. 57883509 was payable as Hydro Allowance to M/s PGJV. However, the management had released payment of Hydro allowance based on an notional formula for the same and paid Rs. 928437602, afterwards recovery of Rs. 14,78,03,826/- at the advice of Vigilance Department/CVC was made. However, the actual recovery on the basis of wages paid to the laborer comes out to be Rs. 720420580 which is yet to be recovered. To that extent the Capital Cost of Hydraulic Works is overstated and payable to contractors is overstated/recoverable from contractors is understated. Also the depreciation provided from the date of capitalization is also overstated to that extent.

Emphasis of Matter

We draw attention to Note No. 2.29 to the financial statements in respect of accounting of sales on provisionally approved tariff approved & applicable as on 31.03.2014 as provided in Tariff Regulations, 2014.

Our opinion is not modified in respect of this matter.

Audit Comparative Information for adjustments to transition to Ind AS:

The Comparative financial information of the Company for the year ended 31^st March 2016 and the transition date opening balance sheet as at 1^st April 2015 included in these standalone Ind AS financial statements prepared in accordance with the Companies (Accounting Standard) Rules, 2006 by us & reports of which dated 27^th May 2016 AND 27^th May 2015 respectively express an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Government of India in terms of subsection (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, 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 Comptroller and Auditor General of India.

3. 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 purpose 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 [and proper returns adequate for the purpose of our audit have been received from the branches not visited by us.]

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement and statement of changes in equity dealt with by this report are in agreement with the books of account [and with the returns received from the branches not visited by us.];

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act except the observations given above.

e) On the basis of written representation received from the directors as at 31st March, 2017 taken on record by the Board

Annexure referred to in our report of even date to the members of SJVN LIMITED on the accounts for the year ended 31^st March 2017.

(i) (a) The company has generally maintained proper records showing full particulars, including quantitative details and situation of its fixed assets but records need be improved as far as identification ,location is concerned.

(b) As explained to us all the assets were got physically verified by the management from outside agency during the year, of Directors, none of the directors is disqualified from being appointed as a director in terms of Section 164(2) of the Act as on 31st March 2017. Moreover, this Para is not applicable to Govt. Companies.

f) With respect to adequacy of Internal Financial Controls over financial reporting of the Company and operating effectiveness of such controls, refer to our separate Report in "Annexure B".

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, in our opinion and to the best of our information and according to the explanations given to us:

i The Company''s management does not expect the claims/obligations (including litigation), when ultimately concluded and determined, will have a material and adverse effect on the company''s results of operations or financial conditions as disclosed in Note no. 2-37.

ii The company had made provision, as require under the applicable law or accounting standard, for material foreseeable losses, if any, on long-term contracts including derivative contracts; [or 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 [or, following are the instances of delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company or there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company]. but the procedure adopted for such verification was not informed to us nor any report (except one unit) was made available to us. We were informed that no material discrepancies were noticed on such verification.

(c) Even upon our repeated request Title deed of immovable properties were not shown to us except those which were acquired through acquision order of Govt. At RHEP neither any conveyance deed nor any lease deed has been executed for forest land. At NJHPS some Land was recapitalized 2 years back being disputed, but no conveyance deeds were available.

(ii) The inventory of the company consisting of stores and spare parts. We were informed that these have been physically verified by the management through outside agency during the year but no report was made available to us except one Unit . In our opinion the verification process need be improved. Procedure for such verification was not informed to us by the unit even upon our repeated requests.

(iii) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

In view of above, the clauses 3(iii)(a) and 3(iii)(b) of the Order are not applicable.

(iv) In respect of loans, investments, guarantees and security, the company has complied with provisions of section 185 and 186 of the Companies Act, 2013.

(v) The company has not accepted any deposits from the public in terms of section 73 to 76 or any provisions of the Companies Act, 2013 and rules there under.

(vi) We have broadly reviewed the accounts and cost records maintained by the company under Section 148(1) of the Companies Act, 2013 and we are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate and complete.

(vii) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, value added tax, cess and other statutory dues applicable to it, and as informed to us there are no undisputed dues outstanding as on 31st March 2017 for a period of more than six months from the date they became payable. We are informed that the provisions of Employees'' State Insurance Act are not applicable to the company.

(b) According to the information and explanations given to us, dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, value added tax, cess and other material statutory dues that have not been deposited on account of any dispute are given below:

Name of the Statute	Nature of the Dues	Amount (Rs. in Lakh)	Forum where dispute is pending
The Central Excise Act, 1944	Excise Duty Penalty	1.00	CESTAT
Finance Act, 1994	Service Tax	1236.00	Commissioner, Excise & Service Tax, Chandigarh

(viii) The Company has not defaulted any repayment of loans or borrowing to any financial institution or bank or Government or dues to debenture holders.

(ix) No money was raised by way of initial public offer or further public offer during the year.

(x) As per information provided to us no fraud by the company or any fraud by officers and employees of the company has been noticed/ reported during the year. However, the company is required to recover/adjust principal (Rs 7204 lakhs interest on account of excess payment made to contractor on account of hydro allowance.

(xi) The managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provision of section 197 read with Schedule V to the Companies act. However, the valuation of perks is not proper.

(xii) Company is not a Nidhi Company.

(xiii) As per information available to us we are of opinion that all transactions with the related parties disclosed as per requirement of section 177 and 188 of Companies act 2013.

(xiv) As informed to us, the company has not made any preferential allotment to private placement of shares or fully convertible debentures during the year under review.

(xv) As informed to us the company has not entered in to any noncash transaction with directors.

(xvi) Section 45-IA of the Reserve Bank of India Act,1934 is not applicable to the company.

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")

Annexure referred to in our report of even date to the members of SJVN LIMITED on the accounts for the year ended 31^,t March 2017

Sl. No.	Directors	Action Taken	Impact on financial statement
1	Whether the company has clear title / lease deeds for freehold and leasehold respectively? If not please state the area of freehold and leasehold land for which title/lease deed are not available.	No lease deed for diverted land to RHEP has been entered, however, lease rent notice was received & paid during September 2014. Later during audit this amount was shown as Advance. The area of the same not provided by the management. Similarly, at NJHPS land diverted by HP Govt. has been disputed and case is in Court. Details not made available to us.	NIL
2	Whether there are any cases of waiver off of debts/loan/interest etc.if yes, the reason there for and the amount involved.	No such case found during the audit	NIL
3	Whether proper records are maintained for inventories laying with third parties & assets received as gift from Government or other authorities.	Yes	NIL

We have audited the internal financial controls over financial reporting of SJVN Limited ("the Company") as of 31 March 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. However, the following deficiencies in Internal Financial Controls were observed during audit :

i) Transactions ultra-virus: The Company paid Rs 1144 lakhs to DC Kullu as lease rent for the tunnel & allied land used without any lease deed during September 2014. However as per directions from Centre, no payment could be made without prior approval of Central Govt. Expenses booked during 2014 were reversed & shown as recoverable from Govt. but no action has been taken to recover the amount wrongly paid.

ii) Circular no 507/2016 issued to favour the members of top management is in violation of DPE guidelines and is without approval from DPE, even the management did not consider it necessary to take approval from a disinterested Board and decision was taken for favoring certain group of top management.

iv). Favour to contractors: Favour is being done to contractors & we noticed the same in many cases like Rays Power Experts (P) Ltd., Patel gammon JV etc in releasing EMD and waiving off the LD. In other (Gamesha) case we noticed service tax payment for purchase of Land on which stamp duty had been paid Although payment of ST was stopped yet the case has been preferred for arbitration . In case of Zamil Construction works order was issued for supply, construction of prefabricated store costing Rs 420 lakhs and was to be completed by January 2016. However, we came to know that the Works order and special conditions attached do have contradictory conditions, work order says, ..........including Gantry girders for 10 ton EOT (2 nos.) while special condition says "EOT crane shall be supplied by SJVN. Crane not in the scope of this contract & gantry girder will be supplied by the EOT Crane manufacturer.

v) Head Office building at Shanan, Interest free advance Rs 10 crore was paid to NBCC who in turn paid the same to subcontractor and charging interest on the same. The management of SJVN neither checked the drawings nor the cost which resulted in defective and very high cost of construction. Cost of Non-scheduled items purchased are exorbitantly high, Items mentioned in MOU like window pane solar cells has not been put. Construction which was to be naturally lighted and heated is lacking in natural lights in most of the portion. It is also noted that the company after spending Rs 130 crores on office building is paying Rs 1.50 lakhs per month as rent on storing of old furniture in other building, such payment is infructuous.

vi) Purchase of software from M/s IFS purchased is a sheer wastage of money, as the package is very old and will become useless after implementation of ERP. It is neither user friendly nor technically advanced & gives odd results company needs to further strengthen the control system for tendering ,issuing works orders & payment to contractors .

For Soni Gulati & Co.

Chartered Accountants

Firm Regn. No. 008770N

(Suresh Chand Soni)

Place : New Delhi Partner

Date : 29.05.2017 M.No. 083106

---

Mar 31, 2016

We have audited the accompanying standalone financial statements of SJVN Limited (''the Company''), which comprise the Balance Sheet as at 31st March 2016,the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ("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 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, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true & fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements. 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.

Opinion

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 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 31st March 2016, and its profit and its cash flows for the year ended on that date.:

Emphasis of Matter

"We draw attention to Note No. 2.24 to the financial statements in respect of accounting of sales on provisionally approved tariff for 2009-14 period, arrear billing being contested by HP Govt. and Note no. 2.33 regarding contingent liability which describes the uncertainty related to the outcome of the claims/arbitration proceedings and cases filed in courts by/ against the Company on/by contractors and others".

Pending approval of tariff by CERC in respect of Nathpa Jhakri Hydro Power Station, Sales have been booked in accordance with the tariff approved & applicable as on 31.03.2014 as provided in Tariff Regulations, 2014.

GoHP has contested the arrear billing of NJHPS for the period 2009- 14 on the basis that the tariff is provisional & not finally determined. However, it is expected that the final tariff will not be less than the provisional tariff.

The contingent liability, will be dealt in accordance with the outcome of the cases, if required. Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure-I, 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 Comptroller and Auditor General of India.

3. As required by section143(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 purpose of our audit;

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

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement 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 Rule 7 of the Companies (Accounts) Rules, 2014.

e) With respect to adequacy of Internal Financial Controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure-3" in our opinion the internal financial controls system is adequate but the operating effectiveness of such controls need be improved.

f) This being government company, Section 164 (2) of the Act is not applicable.

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, 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 2.33 to the 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 were no amounts as at 31.03.2016 which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure referred to in our report of even date to the members of SJVN LIMITED on the accounts for the year ended 31st March 2016.

(i) (a) The company has generally maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) As explained to us all the assets were got physically verified by the management from outside agency during the year. We were informed that no material discrepancies were noticed on such verification.

(c) Title deed of immovable properties were not shown to us except those which were acquired through acquisition order of Govt. At RHEP neither any conveyance deed nor any lease deed has been executed for forest land. At NJHPS some Land was decapitalised last year being disputed, but no conveyance deeds were available.

(ii) The inventory of the company consisting of stores and spare parts. We were informed that these have been physically verified by the management through outside agency during the year. However, in our opinion this need be strengthen, during audit we have observed that certain items which were shown as consumption in accounts were actually lying in stores during May 2016 and were in stores even on 31.03.2016.

(iii) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. In view of above, the clauses 3(iii)(a) and 3(iii)(b) of the Order are not applicable.

(iv) In respect of loans, investments, guarantees and security, the company has complied with provisions of section 185 and 186 of the Companies Act,2013.

(v) The company has not accepted any deposits from the public in terms of section 73 to 76 or any provisions of the Companies Act, 2013 and rules there under.

(vi) We have broadly reviewed the accounts and cost records maintained by the company under Section 148(1)of the Companies Act, 2013 and we are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate and complete.

(vii) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, value added tax, cess and other statutory dues applicable to it, and there are no undisputed dues outstanding as on 31st March 2016 for a period of more than six months from the date they became payable. We are informed that the provisions of Employees'' State Insurance Act are not applicable to the company.

(b) According to the information and explanations given to us, dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, value added tax, cess and other material statutory dues that have not been deposited on account of any dispute are given below:

Name of the Nature of Amount Forum where dispute Statute the Dues (Rs. in Lakh) is pending

The Central Excise Excise Duty 1.00 CESTAT Act, 1944 Penalty

Finance Act, 1994 Service Tax 1236.00 Commissioner, Excise & Service Tax, Chandigarh

(viii) The Company has not defaulted any repayment of loans or borrowing to any financial institution or bank or Government or dues to debenture holders.

(ix) No money was raised by way of initial public offer or further public offer during the year.

(x) As per information provided to us no fraud by the company or any fraud by officers and employees of the company has been noticed/ reported during the year.

(xi) This being a government company Section 197 of the Act is not applicable.

(xii) Company is not a Nidhi Company.

(xiii) As per information available to us all transactions with related parties are in compliance with Section 177 & 188 of the Companies act 2013, wherever applicable and the details have been disclosed in the Financial Statements etc as required by the applicable Accounting Standards.

(xiv) As informed to us, the company has not made any preferential allotment to private placement of shares or fully convertible debentures during the year under review.

(xv) As informed to us the company has not entered in to any non- cash transaction with directors or persons connected with him.

(xvi) Section 45-IA of the Reserve Bank of India Act, 1934 is not applicable to the company.

For Soni Gulati & Co.

Chartered Accountants

Firm Regn.No. 008770N



(Suresh Chand Soni)

Place: Shimla Partner

Date: 27th May, 2016 M.No. 083106

---

Mar 31, 2015

We have audited the accompanying standalone financial statements of SJVN Limited (''the Company''), which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 ("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 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, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true & fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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.

Opinion

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 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 31st March 2015, and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to Note No. 2.21 to the financial statements in respect of accounting of sales on provisionally approved tariff for 2009-14 period, arrear billing being contested by HP Govt. and Note no. 2.29 regarding contingent liability which describes the uncertainty related to the outcome of the claims/arbitration proceedings and cases filed in courts by/ against the Company on/by contractors and others.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure-I, 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 Comptroller and Auditor General of India.

3. As required by section143(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 purpose of our audit;

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

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement 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 Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as at 31st March,2015 and taken on record by the Board of Directors, none of the directors is disqualified from being appointed as a director in terms of Section 164(2) of the Act as on 31st March 2015.

f) 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, 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 2.29 to the 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE 1 TO THE AUDITORS'' REPORT

Annexure referred to in our report of even date to the members of SJVN LIMITED on the accounts for the year ended 31st March 2015.

(i) (a) The company has generally maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) All the assets have not been physically verified by the management during the year, but there is a regular programme of verification to cover all assets over three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) (a) The inventory of the company consisting of stores and spare parts has been physically verified by the management through outside agency during the year. In our opinion, this needs to be strengthened.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. However, procedure of such verification needs to be further improved.

(c) The company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

(iii) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

In view of above, the clauses 3(iii)(a) and 3(iii)(b) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to the purchase of stores and spare parts, fixed assets and for the sale of power & services. No major weakness in internal control systems was noticed during audit.

(v) The company has not accepted any deposits from the public in terms of section 73 to 76 or any provisions of the Companies Act, 2013 and rules there under.

(vi) We have broadly reviewed the accounts and cost records maintained by the company under Section 148(1) of the Companies Act, 2013 and we are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate and complete.

(vii) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, value added tax, cess and other statutory dues applicable to it, and there are no undisputed dues outstanding as on 31st March 2015 for a period of more than six months from the date they became payable. We are informed that the provisions of Employees'' State Insurance Act are not applicable to the company.

(b) According to the information and explanations given to us, dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, value added tax, cess and other material statutory dues that have not been deposited on account of any dispute are given below:

Name of the Nature of Amount Forum where dispute Statute the Dues Rs. in Lakh) is pending

The Central Excise Excise Duty 1.00 CESTAT Act, 1944 Penalty

Finance Act, 1994 Service Tax 1236.00 Commissioner, Excise & Service Tax, Chandigarh

(c) According to the information and explanations given to us there are no amounts that are due to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

(viii) The company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institution or banks. The company has not issued any debentures.

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) In our opinion and according to the information and explanations given to us, the term loans were applied for the purpose for which the loans were obtained.

(xii) As per the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For Soni Gulati & Co. Chartered Accountants Firm Regn.No. 008770N

(Suresh Chand Soni) Place: New Delhi Partner Date: 27.05.2015 M.No. 083106

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Mar 31, 2014

We have audited the accompanying financial statements of SJVN Limited (''the Company''), which comprise the Balance Sheet as at 31stMarch 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31stMarch 2014;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter

Without qualifying our report, we draw attention to Note No. 2.20 & 2.21 to the financial statements in respect of accounting of sales on provisional basis & unbilled amount of sales , pending determination of tariff by the Central Electricity Regulatory Commission.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 as amended by the Companies (Auditor''s Report) (Amendment) Order 2004 ("the Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) Being a Government Company, pursuant to Notification No. GSR 829(E) dated 21st October, 2003 issued by Government of India, provisions of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956, are not applicable to the company.

ANNEXURE TO THE AUDITOR''S REPORT Annexure referred to in our report of even date to the members of SJVN LIMITED on the accounts for the year ended 31st March, 2014. (i)(a) The company has generally maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) All the assets have not been physically verified by the management during the year, but there is a regular programme of verification to cover all assets over three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) Since there is no disposal of a substantial part of fixed assets during the year, in our opinion, the going concern status of the company is not affected.

(ii)(a)The inventory of the company consisting of stores and spare parts has been physically verified by the management at reasonable intervals.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

(iii)(a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

In view of above, the clauses 4(iii)(b), 4(iii)(c) and 4(iii)(d) of the Order are not applicable.

(e) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. In view of above, the clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to the purchase of stores and spare parts, fixed assets and for the sale of power & services. No major weakness in internal control systems was noticed during audit.

(v) (a) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956. In view of above, the clause 4(v)(b) of the Order is not applicable.

(vi) The company has not accepted any deposits from the public in terms of section 58A and 58AA and other relevant provisions of the Companies Act, 1956.

(vii) In our opinion, the company has an internal audit system, which is generally commensurate with the size and nature of its business.

(viii) We have broadly reviewed the accounts and cost records maintained by the company pursuant to the Company (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate and complete.

(ix) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it, and there are no undisputed dues outstanding as on 31st March 2014 for a period of more than six months from the date they became payable. We are informed that the provisions of Employees'' State Insurance Act are not applicable to the company.

(b) According to the information and explanations given to us, dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues that have not been deposited on account of any dispute are given below:

Name of the Nature of Amount Forum where dispute Statute the Dues (Rs.in Lakh) is pending

The Central Excise Excise Duty 1.00 CESTAT Act, 1944 Penalty

Finance Act, 1994 Service Tax 1236.00 Commissioner Excise & Service Tax, Chandigarh

(x) The company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institution or banks. The company has not issued any debentures.

(xii) According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the company.

(xiv) The company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the company.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to us, the term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investments.

(xviii) The company has not made any allotment of shares during the year.

(xix) The company has not issued any debentures during the year.

(xx) According to the information and explanations given to us, the company has not raised any money by public issue during the year.

(xxi) As per the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For Soni Gulati & Co. Chartered Accountants Firm Regn.No. 008770N

(Suresh Chand Soni) Place : New Delhi Partner

Date : 28.05.2014 M.No. 083106

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of SJVN Limited (''the Company''), which comprise the Balance Sheet as at 31st March 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2013;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter

Without qualifying our report, we draw attention to Note No. 2.21 to the financial statements in respect of accounting of sales on provisional basis, pending determination of tariff by the Central Electricity Regulatory Commission.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 as amended by the Companies (Auditor''s Report) (Amendment) Order 2004 ("the Order"), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) Being a Government Company, pursuant to Notification No. GSR 829(E) dated 21st October, 2003 issued by Government of India, provisions of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956, are not applicable to the company.

ANNEXURE TO THE AUDITOR''S REPORT

Annexure referred to in our report of even date to the members of SJVN LIMITED on the accounts for the year ended 31st March, 2013.

(i)(a) The company has generally maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) All the assets have not been physically verified by the management during the year, but there is a regular programme of verification to cover all assets over three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) Since there is no disposal of a substantial part of fixed assets during the year, in our opinion, the going concern status of the company is not affected.

(ii) (a) The inventory of the company consisting of stores and spare parts has been physically verified by the management at reasonable intervals.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification.

(iii) (a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

In view of above, the clauses 4(iii)(b), 4(iii)(c) and 4(iii)(d) of the Order are not applicable.

(e) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

In view of above, the clauses 4(iii)(f) and 4(iii)(g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to the purchase of stores and spare parts, fixed assets and for the sale of power & services. There is no major weakness in internal control systems.

(v)(a) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

In view of above, the clause 4(v)(b) of the Order is not applicable.

(vi) The company has not accepted any deposits from the public in terms of section 58A and 58AA and other relevant provisions of the Companies Act, 1956.

(vii) In our opinion, the company has an internal audit system, which is generally commensurate with the size and nature of its business.

(viii) We have broadly reviewed the accounts and cost records maintained by the company pursuant to the Company (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not, however, made detailed examination of the records with a view to determine whether they are accurate and complete.

(ix)(a)The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it, and there are no undisputed dues outstanding as on 31st March 2013 for a period of more than six months from the date they became payable. We are informed that the provisions of Employees'' State Insurance Act are not applicable to the company.

(b) According to the information and explanations given to us, dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues that have not been deposited on account of any dispute are given below:

Name of the Nature of Amount Forum where dispute Statute the Dues (Rs. in Lakh) is pending

The Central Excise Duty 1.00 CESTAT Excise Act, 1944 Penalty

Finance Act, 1994 Service Tax 1236.00 Commissioner Excise & Service Tax, Chandigarh

(x) The company has no accumulated losses and has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institution or banks. The company has not issued any debentures.

(xii) According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Order are not applicable to the company.

(xiv) The company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the company.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanations given to us, the term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investments.

(xviii)The company has not made any allotment of shares during the year.

(xix) The company has not issued any debentures during the year.

(xx) According to the information and explanations given to us, the company has not raised any money by public issue during the year.

(xxi) As per the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For Hingorani M. & Co.

Chartered Accountants

Firm Regn.No. 006772N

(Vikrant Arora) Place : New Delhi Partner

Date : 29.05.2013 M.No. 511972

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Mar 31, 2012

We have audited the attached financial statements of SJVN Limited (the company) which comprises Balance Sheet as at 31st March 2012, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and the significant accounting policies and other explanatory information. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1) As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) [Amendment] Order. 2004, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of such examination of the books end records of the Company as we considered appropriate and the information and explanations given during the course of audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2) As the Electricity Act, 2003 governs the Company, the provision of of the said Act read with rules there under have prevailed wherever the some hove been inconsistent with the provisions of the Companies Act, 1956,

3) We report that

a) we have 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 appears from our examination of those books.

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit end Loss and Cash Flow Statement dealt with by this report comply with Accounting Standards referred to in sub-section (3c) of Section 211 of the Companies Act, 1956.

e) In terms of Department of Company Affairs GSR 829 (E) doted 21st October 2003, Government Companies are exempt from applicability of provisions of Section 274 (1) (g) of the Companies Act, 1956.

f) Without qualifying our report, we draw attention to Note No, 2.21 in respect of accounting of sales on provisional basis, pending determination of tariff by the Central Electricity Regulatory Commission.

g) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together with significant accounting policies and the explanatory notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

i) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

ii) in the case of Statement of Profit and Loss, of the profit for the year ended on that date; and

iii) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Annexure Referred to in Paragraph 1 of our Report of even date on the Financial Statements of SJVN Limited for the Year ended 31st March, 2012

(i) (a) The company has generally maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) As per the information and explanations given to us, fixed assets are physically verified by the management during the year, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. The discrepancies noticed on such verification were not material.

(c) Since there is no disposal of a substantial part of feed assets during the year. in our opinion, the going concern status of the company is not affected.

(ii) (a) The inventory of the company consisting of stores and spare parts has been physically verified by the management at reasonable intervals,

(b) The procedures of physical verification of inventories followed by the management are generally reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories, wherever material), have been property dealt with in the books of accounts.

(iii) (a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) Not applicable in view of para (a) above.

(c) Not applicable in view of para (a) above.

(d) Not applicable in view of para (a) above.

(e) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(f) Not applicable in view of para (e) above.

(g) Not applicable in view of para (e) above.

(iv) In our opinion and according to the information and explanations given to us. there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to the purchase of stores and spare parts. fixed assets and for the sale of the power & services. There is no major weakness in internal control systems.

(v) (a) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act. 1956.

(b) Not applicable in view of para (a) above.

(vi) The company has not accepted any deposits from the public in terms of section 58A and 58AA and other relevant provisions of the Companies Act, 1956.

(vii) In our opinion, the company has an internal audit system, which is generally commensurate with the size and nature of its business. However, we are of the view that follow up of the reports, including compliance, needs to be improved.

(viii) In our opinion and as informed to us, the company has maintained cost records as required under Section 209 (1) (d) of the Companies Act, 1956. We have not, however, mode detailed examination of the records with a view to determine whether they are accurate and complete.

(ix) (a) The company is generally regular m depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. We are in formed that the provisions of Employees' State Insurance Act are not applicable to the company.

(b) According to the information and explanations given to us, dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues that have not been deposited on account of any dispute ore given below:

Name of the Nature of Amount Forum where dispute Statute the Dues (Rs in Lakh) is pending

The Central Excise Duty 1.00 CESTAT Excise Act. Penalty 1944 Finance Act, Service Tax 1236.00 Commissioner Excise 1944 & Service Tax, Chandigarh

(x) The company has neither accumulated losses as at the end of the financial year nor has incurred any cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

(xi) The company has not defaulted in repayment of dues to financial institution or banks. The company has not issued any debentures.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society.

(xiv) In our opinion and according to the information and explanations given to us, the company is not dealing in shares, securities and other investments.

(xv) The company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The terms loons were applied for the purpose which the loans were obtained.

(xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) The company has not made any allotment of shares during the year.

(xix) The company has not issued any debentures during the year.

(xx) As the company has not raised money by public issues during the year, this clause is not applicable.

(xxi) As per the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For Hingorcni M. & Co. A Chartered Accountants Firm Regn.No.: 06772N

(Pardeep Kumar) Partner M.No. 085630

Plate : New Delhi Date : 28.05.2012

---

Mar 31, 2011

We have audited the attached Balance Sheet of SJVN Limited (formerly Satluj Jal Vidyut Nigam Limited) as at 31 st March 2011, and the Profit & Loss Account and also the Cash Flow Statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit,

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit includes assessing the accounting principles used and significant estimates made by management, as we 11 as eva I uati ng the ove ra 11 fi nanci al stateme nt presentation. We believe that our audit provides a reasonable basis for our opinion.

1) As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of such examination of the books and records of the Company as we considered appropriate and the information and explanations given during the course of audit, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

2) As the Electricity Act, 2003, governs the Company, the provisions of the said Act read with rules there under have prevailed wherever the same have been inconsistent with the provisions of the Companies Act, 1956.

3) We report that

a) We have obtained all the information and explanations, wh i c h to the best of ou r know I edge and bel ief were necessary for the purposes of our audit.

b) I n ou r opi n i on, proper boo ks of accou nt, as req u i red by law, have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) In terms of Department of Company Affairs GSR 829 (E) dated 21st October 2003, Government Companies are exempt from applicability of provisions of Section 274 (1) (g) of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with Significant Accounting Policies and Notes on Accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

i) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

ii) in case of Profit & Loss Account, of the profit for the year ended on that date; and

iii) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF SJVN LIMITED FOR THE YEAR ENDED 31st MARCH, 2011

(a) The company has generally maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) As per the information and explanations given to us, fixed assets are physically verified by the management during the year, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. The discrepancies noticed on such verification were not material.

(c) Since there is no disposal of a substantial part of fixed assets during the year, in our opinion, the going concern status of the company is not affected.

(ii)(a) The inventory of the company consisting of stores and spare parts has been physically verified by the management at reasonable intervals.

(b) The procedures of physical verification of inventories followed by the management are generally reasonable and adequate in relation to the size of the company and th e n atu re of its busi ness.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories, wherever material, have been properly dealt with in the books of accounts.

(iii)(a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 ofthe Companies Act, 1956.

(b) Not applicable in view of para (a) above.

(c) Not applicable in view of para (a) above.

(d) Not applicable in view of para (a) above.

(e) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(f) Not appl icable in view of para (e) above.

(g) Not appl icable in view of para (e) above.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to the purchase of stores and spare parts, fixed assets and for the sale of the power & services. There is no major weakness in internal control systems.

(v)(a) According to the information and explanations given to us, we are of the opin ion that there are no contracts or arrangements that need to be entered i nto the regi ster mai ntai ned u nder section 3 01 of the Companies Act, 1956.

(b) Not appl icable in view of para (a) above.

(vi) The company has not accepted any deposits from the public in terms of section 58A and 58AA and other relevant provisions of the Companies Act, 1956.

(vii) In our opinion, the company has an internal audit system, which is generally commensurate with the size and nature of its business. However, we are of the views that follow up of the reports, including compliance, needs to be improved.

(viii) In our opinion and as informed to us, the company has maintained cost records as required under Section 209 (1) (d) of the Companies Act, 1956. We have not, however, made detailed examination of the records with a view to determine whether they are accurate and complete.

(ix)(a)The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. We are informed that the provisions of Employees' State Insurance Act are not applicable to the company.

(b) According to the information and explanations given to us, dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues that have not been deposited on account of any dispute aregiven below:

Name of the Nature of Amount Forum where Statute the Dues (Rs. in Lakh) dispute is pending

The Central Excise Duty 1.00 CESTAT Excise Act, 1944 Penalty

Finance Act, 1994 Service Tax 1236.00 Commissioner Excise & Service Tax, Chandigarh

(x) The company has neither accumulated lossesasattheendofthe financial year nor has incurred any cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

(xi) The company has not defaulted in repayment of dues to financial institution or banks. The company has not issued any debentures.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society.

(xiv) In our opinion and according to the information and explanations given to us, the company is not dealing in shares, securities and other investments.

(xv) The company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The terms loans were applied for the purpose of which the loans were obtained.

(xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment

(xviii)The company has made preferential allotment of 2,78,12,500 equity shares of 7 10 each, at a premium of 7 4.72 per share to Govt of H imachal Pradesh du ring the year. I n our view, the terms and conditions of aforesaid allotment are not prejudicial to the interest of the company,

(xix) The company has not issued any debentures during the year.

(xx) As the company has not raised money by public issues during the year, this clause is not applicable.

(xxi) As per the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For Hingorani M. & Co.

Chartered Accountants

Firm Registration No. 006772N

(Pardeep Kumar)

Place: New Delhi Partner

Date : 30.05.2011 M.No. 085630

---

Mar 31, 2010

We have audited the attached Balance Sheet of SJVN Limited (formerly Satluj Jal Vidyut Nigam Limited) as at 31st March 2010, and the Profit & Loss Account and also the Cash Flow Statement of the company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for ouropinion.

1) As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, and on the basis of such examination of the books and records of the Company as we considered appropriate and the information and explanations given during the course of audit, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order.

2) As the Electricity Act, 2003, governs the Company, the provisions of the said Act read with rules there under have prevailed wherever the same have been inconsistent with the provisions of the Companies Act, 1956.

3) We report that:

a) We have 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 appears from our examination of those books.

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) In terms of Department of Company Affairs GSR 829 (E) dated 21" October 2003, Government Companies are exempt from applicability of provisions of Section 274 (1) (g) of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with Significant Accounting Policies and Notes on Accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

i) in the case of Balance Sheet, of the state of affairs of the Company as at31s,March,2010;

ii) in case of Profit & Loss Account, of the profit for the year ended on that date; and

iii) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF SJVN LIMITED FOR THE YEAR ENDED 31* MARCH, 2010

(i) (a) The company has generally maintained proper records showing full particulars, including quantitative details and situation of its fixed assets.

(b) As per the information and explanations given to us, fixed assets are physically verified by the management during the year, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. The discrepancies noticed on such verification were not material.

(c) Since there is no disposal of a substantial part of fixed assets during the year, in our opinion, the going concern status of the company is not affected.

(ii) (a) The inventory of the company consisting of stores and spare parts has been physically verified by the management at reasonable intervals.

(b) The procedures of physical verification of inventories followed by the management are generally reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories, wherever material, have been properly dealt with in the books of accounts.

(iii) (a) According to the information and explanations given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 ofthe Companies Act, 1956.

(b) Not applicable in view of para (a) above.

(c) Not applicable in view of para (a) above.

(d) Not applicable in view of para (a) above.

(e) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 ofthe Companies Act, 1956.

(f) Not applicable in view of para (e) above.

(g) Not applicable in view of para (e) above.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to the purchase of stores and spare parts, fixed assets and for the sale of the power & services. There is no major weakness in internal control systems.

(v) (a) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements that need to be entered into the register maintained under section 301 ofthe Companies Act, 1956.

(b) Not applicable in view of para (a) above.

(vi) The company has not accepted any deposits from the public in terms of section 58A and 58AA and other relevant provisions of the Companies Act, 1956.

(vii) In our opinion, the company has an internal audit system, which is generally commensurate with the size and nature of its business. However, we are of the view that follow up of the reports, including compliance, needs to be improved.

(viii) In our opinion and as informed to us, the company has maintained cost records as required under Section 209 (1) (d) of the Companies Act, 1956. We have not, however, made detailed examination of the records with a view to determine whether they are accurate and complete.

(ix) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. However, R&D cess of Rs. 95.68 Lakh, which is outstanding for a period of more than six months as on 31st March 2010, is yet to be deposited with the appropriate authorities. We are informed that the provisions of Employees State Insurance Act are not applicable to the company.

(b) According to the information and explanations given to us, dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues that have not been deposited on account of any dispute are given below:

Name of the Statute Nature of Amount Forum where dispute the dues (Rs. in Lakhs) is pending

The Central Excise Excise Duty 1.00 CESTAT Act, 1944 Penalty

The Finance Service Tax 1236.00 Commissioner Excise & Act, 1994 Service Tax, Chandigarh

(x) The company has neither accumulated losses as at the end of the financial year nor has incurred any cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

(xi) The company has not defaulted in repayment of dues to financial institution or banks. The company has not issued any debentures.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society.

(xiv) In our opinion and according to the information and explanations given to us, the company is not dealing in shares, securities and other investments.

(xv) The company has not given any guarantee for loans taken by others from banks or financial institutions. (xvi) The term loans were applied for the purpose of which the loans were obtained.

(xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long- term investment.

(xviii) The company has not made any allotment of shares during the year.

(xix) The company has not issued any debentures during the year.

(xx) As the company has not raised money by public issues during the year, this clause is not applicable.

(xxi) As per the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For Hingorani M.& Co. Chartered Accountants Firm Registration No.: 006772N

(Pradeep Kumar) Place: New Delhi Partner

Date : 06.07.2010 Memebership No.: F-085630

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Mar 31, 2009

1. We have audited the attached Balance Sheet of Satluj Jal Vidyut Nigam Ltd. as at 31st March, 2009, Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express on opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit report provides a reasonable basis for our opinion.

3. As the Electricity Act, 2003, governs the Company, the provisions of the said Act read with the rules there under have prevailed wherever the same have been inconsistent with the provisions of the Companies Act, 1956.

4. As required by the Companies (Auditors Report) Order 2003, read with Companies (Auditors Report) (Amendment) Order, 2004 issued by the Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

5. We draw attention to:

i) Policy No.3.1 of Schedule-20

Reg.: Determination of final value of fixed assets in cases where final settlement of bills with the contractors is pending/under dispute. The impact of adjustments is not ascertainable.

ii) Note No. 16 (i) and 16(ii) of Schedule-20

Reg.: Change in Accounting Policies and impact thereof is as under:

Increase in profit by Rs 2957 lakh, Increase in EDC by Rs. 2043 lakh, Decrease in depreciation by Rs. 5262 lakh and Increase in Repair and Maintenance expenses by Rs.262 lakh

6. Further to our comments in para 5 above and Notes on Accounts forming part of Balance Sheet, we report that:

a. We have 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, the Company as required by Law, has kept proper books of account so far as appears from our examination of books of the Company.

c. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts.

d. In our opinion and to the best of our information, the Balance Sheet, Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956, to the extent applicable.

e. The Ministry of Companies Affairs vide their Notification No. F. NO.8/5/2001-CL.V dated 21st October 2003 has notified that provision of Section 274(1) (g) of the Companies Act, 1956, shall not apply to a Government Company.

f. The Central Government has not prescribed the amount of cess payable under Section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the Company in depositing the same.

g. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Accounting Policies and Notes thereon forming part of accounts, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i. In the case of Balance Sheet, of the state of affairs of the Company as at 31 st March, 2009.

ii. In the case of the Profit & Loss Account, of the profit of the Company for the year ended on that date, and

iii. In case of cash flow statement, of the cash flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT ON THE ACCOUNTS OF SATLUJ JAL VIDYUT NIGAM LIMITED FOR THE YEAR ENDED 31ST MARCH, 2009.

Referred to in para 4 of our report of even date.

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) We are informed that the fixed assets have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable. As per the information given to us by the management, no material discrepancies as compared to book records were noticed in respect of fixed assets physically verified during the year.

(c) Since there is no disposal of a substantial part of fixed assets during the year, the preparation of financial statements on a going concern basis is not affected on this account.

(ii) (a) The inventory has been physically verified by the management at reasonable intervals.

(b) In our opinion, the procedure of physical verification of inventories followed by management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory.The discrepancies noticed on physical verification of inventories, wherever material, have been properly dealt within the books of account.

(iii) The Company has neither granted nor taken any loans, secured or unsecured, to/from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, clause iii of paragraph 4 of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, in general there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business for the purchase of inventories, fixed assets and for the sale of power and services. There is no major weakness in internal control systems.

(v) As informed to us, there is no transaction exceeding rupees five lacs, which need to be entered in a register in pursuance of section 301 of the Companies Act, 1956.

(vi) The Company has not accepted any deposits from the public and consequently the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 are not applicable.

(vii) Although the Company has an Internal Audit department and also some of the areas got audited by firms of Chartered Accountants, scope of work covered, reporting system, compliance thereof need to be further strengthened.

(viii) In our opinion and as informed to us, the Company has maintained cost records as required under Section 209 (1) (d) of the Companies Act, 1956. We have not, however, made detailed examination of the records with a view to determine whether they are accurate and complete.

ix) a) Undisputed statutory dues including Provident Fund, Income Tax, Wealth Tax, Service Tax, Sales Tax and any other statutory dues have been generally deposited by the Company in time with appropriate authorities except in the cases of petty contractors labour where P.F. Code has not been assigned by the appropriate authorities and R&D Cess tax liability of Rs. 95.68 lakh. We have been informed that the provisions of Employees State Insurance are not applicable to the Company.

b) According to the information and explanation given to us,as per records of the Company, there are no disputed dues outstanding in the books of account for income tax /sales tax /wealth tax / service tax / custom duty / excise duty /cess except for the following demands raised on disputed matters pending before appropriate authorities:

Name of Statue Nature of Amount Forum where the Dues (Rs. In Lacs) dispute is pending

The Central Excise 1.00 CESTAT Excise Act 1944 Duty Penalty

The Service Service Tax 1236 Commissioner Tax Act Excise & Service Tax, Chandigarh

(x) The Company does not have any accumulated losses at the end of the financial year. The Company has not incurred any cash loss during the year covered by our audit and in the immediately preceding financial year.

(xi) On the basis of verification of records and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions / banks.

(xii) Based on the audit procedures applied by us and information and explanation provided to us, the Company has not granted loans and advances on the basis of securities by way of pledge of shares and debentures and other securities.

(xiii) The Company is not a chit fund or a nidhi or mutual benefit fund/society. Therefore the provision of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

(xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The term loans were applied for the purpose of which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii)The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained under section 301 of the Companies Act.

(xix) The Company has not issued debentures and hence no securities have been created in respect thereof.

(xx) No public issue was made by the Company during the year.

(xxi) During the checks carried out by us and as per management representation, no fraud on or by the Company has been noticed or reported during the year under report.

For R.Bansal & Co. Chartered Accountants

( R.S.Bansal) Place: New Delhi Partner

Date : 4thAugust, 2009 Membership No.013000