We have audited the accompanying standalone financial statements of MAHANAGAR
TELEPHONE NIGAM LIMITED ("the Company"), which comprise the Balance Sheet as at
March 31, 2025, the Statement of Profit and Loss (including Other Comprehensive Loss), the
Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and
notes to 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, except for the effects of the matters described in the Basis for Qualified Opinion Section of
our report, 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 Indian Accounting Standards prescribed under Section 133 of the Act read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind-AS") and
other accounting principles generally accepted in India, of the state of affairs of the Company as
at March 31, 2025, and its loss (including other comprehensive income), changes in equity and its
cash flows for the year ended on that date.

Basis for Qualified Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards
on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those
Standards are further described in the Auditor's Responsibilities for the Audit of the standalone
Financial Statements section of our report. We are independent of the Company in accordance
with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together
with the ethical requirements that are relevant to our audit of the standalone financial statements
under the provisions of the Act and the Rules 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 qualified audit opinion on the standalone financial statements.

(i) The Net Worth of the Company has been fully eroded; The Company has incurred net
cash loss during the year ended March 31st, 2025 as well as in the previous year and the
current liabilities exceeded the current assets substantially. Further, during the year under
review the Company has also defaulted in repayment of certain installments of term loan
amounting to Rs. 1635.36 crores and interest on term loan amounting to Rs.213.60 crores.

Furthermore, Department of Public Enterprises vide its Office Memorandum No.
DPE/5(1)/2014- Fin. (Part-IX-A) has classified the status of the Company as "Incipient Sick
CPSE". Department of Telecommunication (DOT) has also confirmed the status vide its
issue no. I/3000697/ 2017 through file no. 19-17/2017-SU-II.

These conditions cast significant doubt on ability of the company to continue as going
concern. However, the standalone financial statement of the Company has been prepared
on a going concern basis keeping in view that the Government of India is holding majority
of the shareholding and the below-mentioned initiatives taken by the GOI.

Further, Union Cabinet has approved a revival plan involving employee cost reduction,
administrative spectrum allotment for 4G, debt restructuring through sovereign-guaranteed
bonds, asset monetization, and in-principal approval for merger with BSNL. Further, the
Company had implemented the Voluntary Retirement Scheme in FY 2019-20 and also raised
funds by issuing Bonds for Rs 6,500 crore in FY 2020-21 in line with the cabinet note.

The Union Cabinet further approved the issuance of Sovereign Guaranteed Bonds for
MTNL for 10 years or more for an amount of Rs. 17,751 Crores, with waiver of guarantee
fee.

During the year ended March 31^st, 2023, the Company has raised Rs. 10,910.00 Crore and
Rs. 6,660.99 Crores raised during year ended March 31^st, 2024. (refer note no. 78 to the
standalone financial statements).

Further, a Committee of Secretaries (COS) was constituted by Government of India for
reviewing measures for further resolution, including debt restructuring, asset monetization
and AGR dues.

Pursuant to the service agreement entered on 22-11-2024 with BSNL, the entire telecom
operations of company in Delhi & Mumbai are being run by BSNL w.e.f. 01-01-2025. BSNL
shall also take care of CAPEX & OPEX for the smooth running of operation and ensure
EBIDTA neutral operation of the company.

In this regard, we have been informed that certain consumers in Delhi & Mumbai have been
migrated to BSNL w.e.f. 01.01.2025 of which revenue has not been recognized by MTNL,
amount of which is not ascertained and quantified. Consequently, there is a gap in revenue
matching as the expenses of such revenue are borne by MTNL.

(ii) Dues to/Receivable from Bharat Sanchar Nigam Limited (BSNL):

a) The Company has outstanding receivables and payables with BSNL, with a
net recoverable amount of Rs. 3,565.04 crores, which remains unreconciled and
unconfirmed. Due to pending disputes and lack of confirmation, the recoverability
and accuracy of these balances, their impact on the standalone financial results for the
year ended March 31, 2025, cannot be determined.

b) The Company has not provided a provision for doubtful claims in respect of lapsed
CENVAT Credit due to non-payment of service tax to service providers within the
period of 180 days and due to transition provision under Goods and Service Tax (GST)
where the aforesaid CENVAT credit amounting to Rs. 115.97 Crores has not been
carried forward resulting in overstatement of Current Assets and understatement of
loss to that extent.

(iii) The Company has net recoverable balances of Rs. 232.76 crores with the Department of
Telecommunication (DOT), which remain unreconciled and unconfirmed. Accordingly, we
are unable to comment on the accuracy of these balances or their impact on the standalone
financial statements for the year ended March 31, 2025. (Also refer point no. (a) of note no.
70 to the standalone financial statements).

(iv) The Company has certain balances recoverable from its debtors on account of service tax
amounting to Rs. 197.87 crores. The balance is recoverable from BSNL and various
private parties which are subject to reconciliation and confirmation. Further identification
of balance on account of BSNL and other parties are not available. In the absence of
reconciliation and confirmation we are not in a position to comment on the correctness of
the outstanding balance as above and resultant impact on standalone financial statements
of the Company.

(v) Up to the financial year 2011-12, License Fee payable to the DOT on IUC charges to BSNL
was worked out on an accrual basis as against the terms of License agreements requiring
deduction for expenditure from the gross revenue to be allowed on actual payment basis.
From the financial year 2012-13 onwards, the license fee payable to the DOT has been
worked out strictly in terms of the license agreements. (Refer note no. 82 to the standalone
financial statements).

(vi) Apart from impairment losses previously recognized for CDMA assets, no further
impairment has been accounted for under Ind AS 36 during the year ended March 31,
2025. Due to uncertainties in achieving the Company's future projections, we are unable
to determine the adequacy of impairment provisions and their impact on the current year's
loss, other equity, and the carrying value of cash-generating units. (Refer note no. 72 to the
standalone financial statements).

(vii) The Company does not follow a system of obtaining confirmations and performing
reconciliation of balances in respect of amount receivables from trade receivables, deposits
with Government Departments and others, claim recoverable from operators and other
parties and amount payable to trade payables, claim payable to operators, and amount
payable to other parties.

Accordingly, amounts receivable from and payable to the various parties are subject to
confirmation and reconciliation. Pending such confirmation and reconciliation, the impact
thereof on the standalone financial statements are not ascertainable and quantifiable. (Refer
note no. 67 to the standalone financial statements).

(viii) The Company does not follow a system of reconciliation of difference between TDS balance
as per book and as per TDS certificate and form 26AS under Income-tax Act as applicable.
Pending such reconciliation the impact thereof if any on the standalone financial statement
is not ascertainable and quantifiable

(ix) Unlinked credit of Rs. 77.29 Crore on account of receipts from subscribers against billing
by the Company which could not be matched with corresponding receivables is appearing
as liabilities in the balance sheet. To that extent, trade receivables and current liabilities
are overstated. Pending reconciliations, the impact thereof on the standalone financial
statements are not ascertainable and quantifiable. (Also refer note no. 66 to the standalone
financial statements).

(x) Property, Plant and Equipment are generally capitalized on the basis of completion certificates
issued by the engineering department or bills received by the finance department in respect
of bought out capital items or inventory issued from the Stores. Due to delays in issuance
of the completion certificates or receipt of the bills or receipt of inventory issue slips, there
are cases where capitalization of the Property, Plant and Equipment gets deferred to next
year. We are unable to comment whether the Capital Work-in-progress (CWIP) shown in
books in the current year are actually part of CWIP or have already been commissioned. The
resultant impact of the same on the standalone financial statements by way of depreciation
and amount of Property, Plant and Equipment capitalized in the balance sheet cannot be
ascertained and quantified.

(xi) The Department of Telecommunication (DOT) raised a demand of Rs. 3,313.15 crores in
2012-13 towards one-time charges for 2G spectrum for the period of license already lapsed
and also for the spectrum given on trial basis. As the matter remains sub judice and the issue
of partial spectrum surrender is pending, no liability has been recognized for the same and
an amount of Rs.3,205.71 Crores has been disclosed as contingent liability till FY 2018-19,
although no further demands have been raised by the DOT. Based on TDSAT's directions
and management's assessment, the potential liability is now estimated at a maximum of Rs.
455.15 crores and disclosed as a contingent liability.

In view of the above we are not in a position to comment on the correctness of the stand
taken by the Company and the ultimate implications of the same on the standalone financial
statement of the Company. (Also refer note no. 61 to the standalone financial statements).

(xii) The company has recovered Electricity Charges from the tenants, on which liability for
Goods and Services Tax (GST) has not been considered, as the expenses recovered without
installing sub meter in some of the cases. The actual impact of the same on the standalone
financial Statement for the year ended March 31, 2025, has not been ascertained and
quantified.

(xiii) The TDS on provision for Expenses (Accrued Liability) has not been deducted under chapter
XVII-B of Income Tax Act, 1961. The actual impact of the same on the standalone financial
statement for the year ended March 31, 2025, has not been ascertained and quantified.

(xiv) The Company is making the provision for interest for late/non-payment to MSME vendors,
but such interest is not being paid to the vendors. The interest provision is further subject to
deduction of tax under section 194A of Income Tax Act, 1961.The actual impact of the same
on the consolidated financial statements for the year ended March 31, 2025, has not been
ascertained and quantified.

(xv) The organization has recognized accrued income of Rs. 145.84 crores from BSNL and
other parties from the year 2017 to 2025; as billing could not be processed due to a lack of
confirmation from the parties or because the agreements with them have expired. However,
the organization has not accounted for the GST liability despite the services already being
rendered. This results in non- compliance with Section 13 and Section 31 of the CGST Act,
2017.

(xvi) The Company currently recognizes Expected Credit Loss (ECL) only on Trade Receivables
and not on other financial assets, specifically claim recoverable. This accounting treatment
is not in compliance with Ind AS 109 - Financial Instruments, which mandates that ECL
should be recognized on all financial assets measured at amortized cost or at fair value
through other comprehensive income, including claim recoverable. The ECL model adopted
by the Company requires a comprehensive review to ensure full compliance with Ind AS
109. However, the financial impact of provisioning required under the following balances
has not been considered by the Company.

In the absence of information, the effect of which can't be quantified, we are unable to comment
on the possible impact of the items stated in the point nos. (i), (ii)(a), (iii), (iv),(v), (vi), (vii),(viii),

(ix), (x), (xi) (xii), (xiii), (xiv) (xv) and (xvi) on the standalone financial statements of the Company
for the year ended on March 31, 2025.

Emphasis of Matters

We draw attention to the following notes on the standalone financial statements being matters

pertaining to Mahanagar Telephone Nigam Limited requiring emphasis by us.

(i) Note - 9 of standalone financial statements, The share certificates of the subsidiary companies,
namely Millennium Telecom Limited and Mahanagar Telephone Mauritius Limited, have
not been provided to us for verification. Also, there is a discrepancy between the number
of shares of United Telecom Limited (referred as Associates Company) as per the share
certificates and the recorded in the books.

(ii) Note no. 29 of standalone financial statements regarding Loan given by Government of
India amounting to Rs. 1,151.23 crore for payment of Interest on Sovereign bonds does not
stipulate terms regarding interest thereon. Therefore, the company has not provided any
interest as aforesaid.

(iii) Note no. 63 of standalone financial statements regarding pending dispute with the Income
Tax Department before the Hon'ble Courts regarding deduction claimed by the Company
u/s 80IA of the Income Tax Act, 1961, The company has created the Contingency reserve of
Rs. 243.22 Crores in this regard.

(iv) Note no. 64(b) Impact of accounting of claims and counter claims of MTNL with M/S M&N
Publications Ltd., in a dispute over printing, publishing and supply of telephone directories
for MTNL, will be given in the year when the ultimate collection/ payment of the same
becomes reasonably certain.

(v) Note no. 15 & 19 Amount receivable from BSNL & Other Operators have been reflected as
loans and other financial assets instead of bifurcating the same into trade receivables and
other financial assets.

(vi) Note No.78 The service agreement entered on 22.11.2024 (superseding the earlier agreement
dated 18.08.2021) with BSNL, the entire telecom operations of the company in Delhi and
Mumbai shall be run by BSNL w.e.f 01.01.2025. BSNL shall also take care of CAPEX and
OPEX for the smooth running of operations and ensure EBIDTA neutral operations of the
company.

(vii) Note No.70(d) regarding the amount recoverable from Department of Telecommunications
("DOT") in respect of settlement of General Provident Fund (GPF) amounting to Rs. 6.52
crores of Combined Service Optees absorbed employees in MTNL and the matter is still
under review with DOT and the full amount of GPF including interest thereon, is continued
to be shown as recoverable from DOT and payable to GPF.

(viii) Note No.78 In pursuance of DoT letter No. F.No. 30-04/2019-PSU Affairs dt. October 29, 2019
and decision of Board of Directors of MTNL through circular regulation on November
4, 2019, the MTNL Voluntary Retirement Scheme has been introduced with effect from

November 4, 2019 under which 14,387 number of MTNL employees opted for VRS and the
expenditure of ex-gratia on account of compensation to be borne by the DOT/Government
of India through budgetary supports as per approval of cabinet. Balance amount payable
to VRS opted employees as on March 31, 2025 is shown in the financial statements of the
company as receivable from DOT and payable to VRS retirees, to reflect the actual position
with reference to VRS scheme of 2019 of MTNL.

(ix) Note No. 82 The payables towards license fees and spectrum usage charges have been
adjusted with excess pension payouts to Combined Pensioners Optees recoverable from
DOT in respect of which matter is under consideration and correspondence in going on
between the Company and DOT.

(x) Note No. 82 The License agreement between Company and DOT does not have any guidance
on change in method of calculation of Adjusted Gross Revenue (AGR) due to migration
to Ind-AS from I-GAAP. Provisioning and payment of liability in respect of license fees
and spectrum usage charges payable to DOT has been done on the basis of Ind-AS based
financial statements. The amount of difference in computation of Adjusted Gross Revenue
(AGR) is under consideration of DOT.

(xi) Note No. 19(iv) Dues from the Operators being on account of revenue sharing agreements
are not treated as debtors and consequently are not taken into account for making provision
for doubtful debts.

(xii) Note 58(A) Certain immovable properties transferred from Department of
Telecommunications ('DoT') to MTNL in earlier years, which were taken on lease by DoT
prior to incorporation of MTNL. On March 30, 1987, both DoT and MTNL entered into a
sale deed for transfer of the several movable and immovable assets from DoT to MTNL. The
said transfer includes the leasehold lands and buildings which are now in possession of
MTNL since the execution of the sale deed. These leasehold immovable properties have
not been mutated or renewed in the name of MTNL till date. However, considering MTNL
is a Public Sector Undertaking ('PSU'), the sale deed not registered at that time and executed
by DOT is deemed to have been registered for the purpose of transfer of all such assets in
terms of section 90 of the Indian registration act, 1908 as considered by the MTNL and
stamp duty payable, if any, will be borne and paid by Government as and when any such
occasion arises as per sale deed. Accordingly, these leasehold immovable properties have
been classified by the management under the heading 'Right of Use assets'.

(xiii) Note No. 60 In certain cases of freehold and leasehold land the company is having title
deeds which are in the name of the Company but the value of which are not lying in the
books of accounts of the Company.

(xiv) Note No. 67 Regarding amount of receivable and payables (Including NLD/ILD Roaming
operators) are subject to confirmation & reconciliation. The recoverable and payable from
operators are under constant review and regular efforts are being taken for reconciliation

and recovery of old outstanding dues. Adjustment if any may be required will be done once
the reconciliation process is done.

(xv) Note No. 80 Regarding amount payable to GPF trust is currently in the process of reconciling
its liabilities to determine the provident fund payables to employees. The adjustment if any
resulting from this re-computation/ reconciliation will be recognized once the reconciliation
process is completed.

(xvi) Note No. 24 regarding defaults in bank loan repayment amounting to Rs.1848.96 crores,
where such bank accounts have been declared as NPA by the respective banks except
one bank. The company has initiated with the lender banks for possible resolution and
settlement of such items.

(xvii) Provisional income being booked under Revenue from Operations due to non-functioning
of the billing software in some areas in the Delhi Unit and Mumbai Unit.

(xviii) In accordance with the requirement of section 149 of the Companies Act, the company does
not have requisite number of independent directors and women directors.

Our opinion is not modified in respect of the aforesaid matters.

Material uncertainty related to going concern

We draw attention to Note 78 of the financial statements, which highlights that the Company has
incurred net losses and cash losses in the current and previous years, its net worth is fully eroded,
and current liabilities significantly exceed current assets. These conditions indicate a material
uncertainty about the Company's ability to continue as a going concern.

However, the Union Cabinet has approved a revival plan for BSNL and MTNL, including employee
cost reduction, 4G spectrum allotment, debt restructuring through sovereign guarantee bonds,
asset monetization, and an in-principle approval for their merger. The Company implemented
a Voluntary Retirement Scheme in FY 2019-20 and raised Rs. 6,500 Crore through bonds in FY
2020-21.

Further, the Cabinet approved raising Rs. 17,571 Crore via sovereign guaranteed bonds to replace
high- cost debt. A Committee of Secretaries (CoS) is also evaluating measures for MTNL's financial
sustainability and merger with BSNL.

In line with CoS directions, the Board has approved a 10-year Service Level Agreement with BSNL
(effective from 01.01.2025), under which BSNL will fully manage MTNL's telecom operations.

These conditions cast significant doubt on ability of the company to continue as going concern.
However, the standalone financial statement of the company has been prepared on a going
concern basis keeping in view of the facts stated in Basis of Qualified opinion para of the
report.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the 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.

In addition to the matters described in the basis of qualified opinion section, we have determined
the matters described below to be the key audit matters to be communicated in our report

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors are responsible for the preparation of the other information. The
other information comprises the information included in the Board's Report including Annexures
to Board's report, Management Discussion and analysis and report on Corporate Governance but
does not include the standalone financial statements and our auditor's report there on. The above-
mentioned 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 our audit or otherwise appears to be materially misstated.

When we read the other information, if we conclude that there is material misstatement therein,
we are required to communicate the matter to those charged with governance.

Responsibilities of the 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, changes in equity and cash flows of the
Company in accordance with the accounting principles generally accepted in India, including
the Accounting Standards specified under Section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and presentation of
the standalone financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the
Company's ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either intends
to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

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

Our objectives are to obtain reasonable assurance about whether the standalone financial
statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in 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 an adequate internal financial controls system with reference to standalone financial
statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company's ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor's report to the related disclosures in the standalone financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor's report. However, future
events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial
statements, including the disclosures, and whether the standalone financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.

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.

Other Matters:

The comparative financial statements for the year ended 31^st March 2024 included in these
Standalone financial statements have been audited by B.M. Chatrath & Co. LLP Chartered
Accountants jointly with D. K. Chhajer & Co. then joint statutory auditors of the company,
whose audit report dated May 29, 2024 expressed qualified opinion on the comparative financial
statements.

Our opinion is not modified in respect of this matter
Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the
Central Government of India in term of sub section (11) of section 143 of the Act, we give in
the ''Annexure A'' a statement on the matters specified in paragraph 3 and 4 of the Order,
to the extent applicable.

2. As required by section 143(5) of the Act, we give in "Annexure B" a statement on the matters
specified by the Comptroller and Auditor General of India for the Company.

3. As per the Notification No. GSR 463(E) dated 5^th June 2015 issued by the Ministry of
Corporate Affairs, Government of India, Section 197 is not applicable to the Government
Companies. Accordingly, reporting in accordance with the requirement of provisions of
section 197(16) of the Act is not applicable on the Company.

4. 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 purposes of our audit except for the
matters described in the Basis for Qualified Opinion Paragraph above.

b) Except for the possible effects of the matters described in the Basis for Qualified
Opinion Paragraph above, 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, Statement of Changes in Equity and the Statement of Cash Flows dealt with by
this Report are in agreement with the relevant books of account.

d) In our opinion, except for the matters described in the Basis of Qualified Opinion Paragraph
above, the aforesaid standalone financial statements comply with the Ind AS specified
under Section 133 of the Act, read with relevant rules issued thereunder.

e) Being the Government Company pursuant to the Notification No. GSR 463(E) dated 5
June 2015 issued by the Ministry of Corporate Affairs, Government of India, provisions
of sub- section (2) of section 164 of the Act, are not applicable to the Company.

f) The matters described in the Basis of Qualified Opinion Paragraph above, in our opinion,
may have an adverse effect on the functioning of the Company.

g) With respect to the adequacy of the internal financial controls with reference to
standalone financial statements of the Company and the operating effectiveness of such
controls, refer to our separate Report in "Annexure C" wherein we have expressed a
modified opinion.

h) The qualification relating to the maintenance of accounts and other matter connected
there with are as stated in the Basis of Qualified Opinion Paragraph above.

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

i. The Company has disclosed the impact of pending litigations on its financial
position in its standalone financial statements. (Refer to note no. 50 of 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 is no amount which is required to be transferred to Investor Education and
Protection Fund by the Company. Accordingly, reporting under this clause is not
applicable.

iv. (a) The Management has represented that, to the best of its knowledge and

belief, no funds (which are material either individually or in the aggregate)
have been advanced or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of funds) by the Company to
or in any other person or entity, including foreign entity ("Intermediaries"),
with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiaries") or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and
belief, no funds (which are material either individually or in the aggregate)
have been received by the Company from any person or entity, including
foreign entity ("Funding Parties"), with the understanding, whether
recorded in writing or otherwise, that the Company shall directly or
indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries.

(c) Based on the audit procedures performed as considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has
caused us to believe that the representations under sub-clause (i) and (ii)
of Rule 11(e), as provided under (a) and (b) above, contain any material
misstatement.

v. The company has not declared or paid any dividend during the year. Accordingly,
the provision of Section 123 of the Act is not applicable.

vi. Based on our examination, which included test checks, the Company has used
accounting softwares for maintaining its books of account for the financial year
ended March 31, 2025 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 softwares. Further, as represented by the management the edit
log is maintained through a "Database trigger" maintained in the system. The
database trigger can only be altered by super user/DBA. However, as confirmed
by the management there are no instance of the audit trail feature being tampered
with during the year ended March 31, 2025.

Additionally, the audit trail has been preserved by the company in accordance
with the statutory requirements for record retention.

For O P Bagla & Co LLP For S.L. Chhajed & Co. LLP

Chartered Accountants Chartered Accountants

Firm Registration No.: 00018N/N500091 Firm Registration No.: 000709C/C400277

CA Nitin Jain CA Vijit Baidmutha

Partner Partner

Membership No.: 510841 Membership No.: 406044

UDIN: 25510841BMNYFH6092 UDIN: 25406044BMICPI7072

Place: Delhi Place: Delhi

Date: 28-05-2025 Date: 28-05-2025