adani power ltd Auditors report

To the Members of Adani Power Limited

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying standalone financial statements of Adani Power Limited ("the Company"), which comprise the Balance sheet as at March 31, 2023theStatement Profitand Loss, including the statement of Other Comprehensive

Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

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, as amended  ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Qualified Opinion

We refer to Note 67 of the standalone financial statements. Pending completion of the ongoing investigations by Securities and Exchange Board of India and completion of proceedings before the

Honble Supreme Court in terms of its order dated March 2, 2023, in respect of the matter stated in the said note, we are unable to comment on the possible consequential effects thereof, if any, on these standalone financial statements.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the

Company in accordance with the ‘Code of Ethics issued by the Institute of Chartered Accountants of

India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion on the standalone financial statements.

Emphasis of Matter

The comparative financial information of the Company as at and for the year ended March 31, 2022 included in these Standalone Financials Statements have been restated to give the effect of the adjustments arising from Amalgamation (the "Scheme") between the Company and its six wholly owned subsidiaries as fully described in the Note 64 to the standalone financial statements.

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 for the financial year ended March 31, 2023. 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 matter described in the ‘Basis for Qualified Opinion section we have determined the matters described below to be the key audit matters to be communicated in our report. For each matter below, our description of how our audit addressed the matter is provided in that context.

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

Key audit matters	How our audit addressed the key audit matter
Revenue recoanition and assessment of recoverability of receivables related to chanae in law claims
(Also refer Notes 3(vii), 11 and 33 to the standalone financial statements)
The Company, having Power Purchase Agreements (PPA) are eligible for compensation claims against various Change in Law events having cost implications on generation and supply of power such as additional duties and taxes, increased cost of power generation, etc., due to purchase of alternative coal in terms of the framework of supply of power as per PPA entered by the respective Thermal Power Plant/ Units with the various Discoms.	Our audit procedures in response to this key audit matter included, but not limited to, the following: - Examined the Companys accounting policies with respect to assessing compliance with Ind AS 115 "Revenue from Contract with Customers".
	- Obtained understanding of the key controls that management has in place to monitor change in law events and related claims, status of various pending claims including under appeals and orders passed by various regulatory authorities.
The compensation claims (invoices) are raised by the Company upon approval of change in law event by the relevant Regulatory Authorities. The invoices for change in law claims are raised considering operational / cost parameters based on qualitative parameters approved in terms of the relevant Regulatory Authorities Orders and are subject to partial / final acceptance of the claims by the respective Discoms.
	- Inspected the relevant state regulatory commission, CERC, appellate tribunal and court rulings and examined management assumptions / judgement relating to various parameters in terms of regulatory orders, for measuring / estimating the amount of such claims.
Considering that the methodology and the parameters of claims are subject to final acceptance by the respective Discoms, the revenue is recognised in the books of account based on the prudent parameters of claims and methodology, till the respective matters are accepted / settled with the Discoms.	- Examined the underlying parameters and assumptions / judgement used for measuring / computing the amounts of compensation claims as per regulatory orders through verification of historical information and other available internal and external data.
Thus, the revenue/ receivables from Discoms are subject to adjustments to the extent there may be adverse impact on account of appeals with the regulatory authorities.	- Tested on sample basis, the accuracy of the underlying data used for computation of such claims.
	- Tested the joint reconciliations for trade receivables performed by the Company with the respective Discoms, wherever available with underlying records.
In certain cases where the regulatory order(s) are subject matter of appeal with higher appellate forums / authorities, and the amount of claims are not ascertainable, revenues for change in law claims are not recognised, pending outcome of the final decision. In view of the complexity and judgement involved in estimation of the amounts of such claims and recoverability thereof, the same is considered as a key audit matter.
	- Tested the status of the outstanding receivables and recoverability of the overdue / aged receivables through inquiry with management, and collection trends in respect of receivables.
	- Assessed the disclosures in accordance with the requirements of Ind AS 115 "Revenue from Contract with Customers".
Revenue recoanition for reaulated power generation business
(Also refer Note 33 to the standalone financial statements)
In the regulated power generation business of Udupi Thermal Power Plant (Udupi TPP) (erstwhile known as Udupi Power Corporation Limited), the tariff is determined by the regulator based on cost plus return on equity basis wherein cost is subject to prudential norms.	Our audit procedures in response to this key audit matter included, but not limited to, the following: - Examined the Companys accounting policies with respect to assessing compliance with Ind AS 115 "Revenue from Contract with Customers".
The Company invoices its customers on the basis of provisional approved tariff which is based on Tariff Regulation and is subject to true up adjustment. As the Company is entitled to tariff based on actual cost incurred for the year, at point of revenue recognition it recognises adjustments for the escalation/ deescalation in the various parameters compared to the entitled parameters.	- Performed test of controls over revenue recognition and accruals through inspection of evidence of performance of these controls.
	- Performed the tests of details including the following key procedures:
Accruals are determined based on tariff regulations and past tariff orders and are subject to verification and approval by the regulators. Further the costs incurred are subject to prudential checks and the prescribed norms. Significant judgements are made in determining the accruals including interpretation of tariff regulations. Further certain matters for disallowance of claims has been litigated by the Company before higher authorities.	• Evaluated the key assumptions used by the Company by comparing it with the assumptions in provisional approved tariff order.
	• For tariff orders (including updated tariff order) received by the Company, assessed the impact recognised by the Company and for matters litigated by the Company, also assessed the managements evaluation of the likely outcome of the dispute based on past precedents.
Revenue recognition and accrual of regulatory claims is a key audit matter considering the significant judgements involved in the determination thereof.
	• Tested the joint reconciliation for invoiced billed and approved tariff-based income performed by the Company with the Discoms, wherever available with underlying records and adjustments made in books of account as recoverable/ payable for the respective approved tariff periods.
	- Assessed the disclosures in accordance with the requirements of Ind AS 115 "Revenue from Contract with Customers".
Evaluation of imoairment of orooerty. olant and equipment
(Also refer Note 3(iv) and 47(c) to the standalone financial statements)
As at March 31, 2023, the carrying value of the Property, Plant and Equipment (PPE) of the Company (Mundra Thermal Power Plant (TPP) Cash Generating Unit (CGU)) is H13,706.48 crores (net of government grant).	Our audit procedures in response to this key audit matter included, but not limited to, the following:
	- We have obtained an understanding the Managements internal controls over its annual impairment assessment and key assumptions applied such as revenue growth, operating margins, discount rates, estimated life of PPE and terminal growth rates;
To assess if there is an impairment in the carrying value of PPE of Mundra TPP CGU, the management conducts CGU level impairment tests annually or whenever changes in circumstances or events indicate that, the carrying value of PPE may require evaluation to verify recoverability. An impairment loss is recognised if the recoverable amount of PPE is lower than the carrying value.
	- We obtained CGU valuation model prepared by the management and engaged our valuation specialists to evaluate the appropriateness of valuation methodology applied in impairment testing and to test the key assumptions around expected long term growth parameters discount rates etc.
The recoverable amount of the Mundra TPP CGU is evaluated by calculating the value in use of the CGU to which carrying value of PPE is attributable along with the revised SPPA entered with Gujarat Urja Vikas Nigam Limited ("GUVNL) in terms of Settlement Deed with the said Discom dated January 4, 2022, which has been approved by Honble Supreme Court. Further, the unit has also entered into Supplementary Power Purchase Agreement (SPPA) with Haryana discom in February 2023 and long term PPA with MPSEZ Utilities Limited ("MUL) to supply power from Mundra TPP in April 2023. This is a key audit matter as the testing of impairment of carrying value of Mundra TPP PPE is complex and involves significant judgement. .
	- We discussed potential changes in key drivers with management in order to evaluate the suitability of inputs and assumptions used in the cash flow forecasts and performed sensitivity analysis around the key assumptions used by management.
	- We have obtained an understanding of impact of the revised agreement entered with GUVNL dated March 30, 2022, Haryana discom for supplying the power dated February 28, 2023 and long term PPA entered with MUL for supply of power dated April 14, 2023 having impact on the valuation model.
The key assumptions involved in impairment test are projected revenue growth, tariff estimate, cost of coal, operating margins, estimated life of PPE and discount rates and terminal value.
	- Assessed the disclosures in accordance with the requirements of Ind AS 36 "Impairment of Assets".

Information Other than the Financial

Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Annual report, but does not include the standalone financial statements and our auditors report thereon. 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 other information and, in doing so, consider whether such other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Management for the Standalone Financial Statements

The Companys 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 of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards

(Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards)

Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the

Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial management is responsible for assessing the

Companys 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 Companys financial reporting process.

Auditors 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 auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

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

Conclude on the appropriateness of managements use of the going concern basis of accounting and,statements, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the

Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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 including the disclosures, and whether the statements represent the standalone financial underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statementsforthefinancialyear ended March 31, 2023 and are therefore the key audit matters. We describe these matters in our auditors 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 (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure 1" a statement on the matters specifiedin paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report that: (a) We have sought and except for the matter described in the Basis for Qualified Opinion paragraph, obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit; (b) Except for the matter described in the Basis for Qualified Opinion paragraph, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; (c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other statements, Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account; (d) Except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid financial statements comply with the Accounting Standardsspecifiedunder Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended; (e) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company; (f) On the basis of the written representations received from the directors as on March  31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act; (g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above; (h) With respect to the adequacy of the internal financial controls with reference to standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report; (i) The Company has not paid any managerial remuneration to its directors and thus, the provisions of section 197 read with Schedule V of the Act are not applicable to the Company for the year ended March 31, 2023; (j) With respect to the other matters to be included in the Auditors 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 41 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. iv. a) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 66 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate b) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 66 to the standalone financial statements, no funds have been received by the company from any person or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party  ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and c) Based on such audit procedures that were considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under subclause (a) and (b) contain any material misstatement. v. The dividend on compulsory redeemable preference shares in respect of the same declared for the previous years and paid by the Company during the year, is in accordance with section 123 of the Companies Act 2013 to the extent it applies to payment of dividend. As stated in note 62 of the standalone financial statements, the Board of Directors of the Company have proposed dividend on compulsory redeemable preference shares for the year which is subject to the approval of members at the ensuing Annual  General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend. vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company only w.e.f. April 1, 2023, reporting under this clause is not applicable.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Santosh Agarwal

Partner

Membership Number: 093669 UDIN: 23093669BGUYXA8928

Place of Signature: Ahmedabad Date: May 5, 2023

Annexure 1 referred to in Paragraph 1 of Report

on Other Legal and Regulatory Requirements of our report of even date for the year ended March 31, 2023

In terms of the information and explanations sought by us and given by the company and the books of accounts and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that:

(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment

(B) The Company has maintained proper records showing full particulars of intangibles assets.

(b) All Property, Plant and Equipment have not been physically verified during the year but there is a regular programme of verification 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) The title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in

Note 4.1 to the financial statements are held in the name of the Company, except number by the Management of cases of immovable properties as disclosed in the table below as at March 31, 2023 for which title deeds were not held in the name of the Company.

Description of item	Gross	Title deeds held in the	Whether title deed	Property	Reason for not
of property	carrying value	name of	holder is a promoter, director or relative of promoter / director or employee of promoter/director	held since which date	being held in the name of the company
Land - Freehold for Bitta Power Plant	1.91	Mrs. Jamnaben H Bhanushali	No	1st April, 2014	Under litigation at Civil Court, Kutch, Gujarat
Land (Leasehold	641.27	Adani Power (Mundra)	No	Since
and Freehold) and Building of Mundra TPP		Limited (Erstwhile Subsidiary)		March 7, 2023 till date.
Land (Leasehold	682.57	Adani Power Maharashtra	No	Since
and Freehold) and Building of Tiroda TPP		Limited (Erstwhile Subsidiary)		March 7, 2023 till date.	Land and Building pending transfer to the Company
Land (Leasehold	342.21	Adani Power Rajasthan	No	Since	on account
and Freehold) and Building of Kawai TPP		Limited (Erstwhile Subsidiary)		March 7, 2023 till date.	of scheme of amalgamation, which are in
Land (Leasehold and Freehold) and Building of Udupi TPP	413.69	Udupi Power Corporation Limited (Erstwhile Subsidiary)	No	Since March 7, 2023 till date.	the name of erstwhile subsidiaries, will be transferred in
Land (Leasehold	273.27	Raipur Energen Limited	No	Since	the name of the
and Freehold) and Building of Raipur TPP		(Erstwhile Subsidiary)		March 7, 2023 till date.	Company in due course.
Land (Leasehold and Freehold) and Building of Raigarh TPP	282.19	Raigarh Energy Generation Limited (Erstwhile Subsidiary)	No	Since March 7, 2023 till date.

(d) The Company has not revalued its Property, Plant and Equipment (including Right of use assets) or intangible assets during the year ended March 31, 2023.

(e) There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of

Benami Property Transactions Act, 1988 and rules made thereunder.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification by the management is reasonable and the coverage and procedure for such verification is appropriate and discrepancies of 10% or more in aggregate for each class of inventory were not noticed in respect of such verification.

(b) The Company has been sanctioned working capital limits in excess of Rs. five crores in aggregate from banks during the year on the basis of security of current assets of the

Company. The quarterly returns/statements filed by the Company with such banks in respect of gross value of primary security, are in agreement with the books of accounts of the Company.

(iii) a. During the year, the Company has granted loans, stood guarantee and provided security to various Companies as summarised below: (in H crores)

Particulars	Corporate guarantees	Security*	Loans
Aggregate amount granted/ provided during the year
- Subsidiaries
	-	868.20	1,490.80
Balance outstanding as at balance sheet date
(including amount outstanding at beginning of the year)	11,975.42	4,417.77	1,251.78
- Subsidiaries

*Company has offered its equity and debentures instruments to the subsidiaries lenders.

During the year, the Company has not granted loans, advance in nature of loans, stood guarantee or provided any security to firms and Limited Liability partnerships.

b. The terms and conditions in respect of loans granted are not prejudicial to the Companys interest. c. The schedule of repayment in respect of loans granted for principal and interest payment has been stipulated and the repayment or receipts are regular, and interest get capitalised at year end with the amount of outstanding loans, as per the terms of the agreement. d. There are no amounts of loans and advances in the nature of loans granted to companies which are overdue for more than ninety days. e. There were no loans or advances in the nature of loans granted to companies which was fallen due during the year based on the tenure of respective loan agreements. f. The Company has not granted any loans or advances in the nature of loans, either repayable on demand or without specifying any terms or period of repayment to companies. Accordingly, the requirement to report on clause 3(iii)(f) of the Order is not applicable to the Company. iv) Loans, investments, guarantees, and securities, in respect of which provision of Section 185 and Section 186 of the Companies Act, 2013 are applicable have been complied with by the

Company.

(v) The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Companies Act and the rules made thereunder, to the extent applicable. Accordingly, the requirement to report on clause

3(v) of the Order is not applicable to the Company. (vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section

148(1) of the Act, related to the generation of power and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including goods and services tax, provident fund, income-tax, duty of customs, cess and other statutory dues applicable to it. The provision relating to employees state insurance are not applicable to the Company.

According to the information and explanations given to us and based on audit procedure performed by us, no undisputed amounts payable in respect of these statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(b) According to the records of the Company, the dues outstanding of income tax on account of any dispute, are as follows:

Name of Statute	Nature of Dues	Amount due (Rs. In Crores)	Amount Paid under protest (Rs. in Crores)	Period to which amount relates	Forum where dispute is pending
Income Tax Act,1961	Income Tax	-	5.08	Financial Year 2011-12, 2013- 14	Income Tax Appellate Tribunal (ITAT)
Income Tax Act,1961	Income Tax	16.32	-	Financial Year 2016-17, 2017- 18	Commissioner of Income tax (Appeals)
Income Tax Act,1961	Income Tax	4.11	2.23	Financial Year 2009-10 & 2010-11	High Court of Gujarat
Customs Act,1962	Custom duty and interest	275.22	19.26	March 2012 to February 2013	Custom, Excise and Service Tax Appellate Tribunal
Customs Act,1962	Interest on Custom duty	38.95	-	July 2015 to February 2016	Honble Supreme Court
Customs Act,1962	Custom Duty	963.94	-	2009-10 to 2014-15	Development Commissioner, Mundra
Finance Act,1994	Service Tax	17.31	7.64	Apr 2017 to Jun 2017	Principal Commissioner of GST, Ahmedabad
Central Sales Tax Act, 1956	Central Sales Tax	11.83	1.27	Financial Year - 2017-18	Joint Commissioner of State Tax (Appeal), Ahmedabad
Finance Act,1994	Service Tax	5.12	-	Financial Year- 2008-09	High Court of Gujarat
Chhattisgarh Entry Tax,1976	Entry Tax	1.40	0.25	Financial Year -2015-16 & 2017-18	Additional Commissioner (Appeals), Raipur
Maharashtra Value Added Tax Act, 2002	VAT	1.51	-	Financial Year 2013-14	Jt. Commissioner of State Tax (Adm), Nagpur

(viii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the

Company.

(ix) (a) The Company has not defaulted in the repayment of loans or borrowings or in the payment of interest thereon to any lender as at the balance sheet date.

(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(c) Term loans were applied for the purpose for which the loans were obtained.

(d) On an overall examination of the financial statements of the Company, no funds raised on short-term basis have been used for long-term purposes by the Company.

(e) On an overall examination of the financial statements of the Company, the Company has not specifically taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries. The Company does not have any associates or joint ventures.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries. The Company does not have any associates or joint ventures. Hence, the requirement to report on clause (ix)(f) of the Order is not applicable to the Company.

(x) (a) The Company has not raised any money during the year by way of initial public offer / further public offer hence, the requirement to report on clause 3(x)(a) of the Order is not applicable to the Company.

(b) The Company has not made any preferential allotment or private placement of shares / fully or partially or optionally convertible debentures during the year under audit and hence, the requirement to report on clause

3(x)(b) of the Order is not applicable to the Company.

(xi) (a) No fraud by the Company or no material fraud on the Company has been noticed or reported during the year. We are unable to comment on the possible consequential effects, if any, arising out of the pending

Honble Supreme Court proceedings and regulatory investigations as stated in the   ‘Basis for Qualified Opinion paragraph of our audit report.

(b) During the year, no report under subsection (12) of section 143 of the Companies Act, 2013 has been filed by cost auditor/ secretarial auditor or by us in Form ADT 4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As represented to us by the management, there are no whistle blower complaints received by the company during the year. We are unable to comment on the possible consequential effects, if any, arising out of the pending Honble Supreme Court proceedings and regulatory investigations as stated inyear,the

‘Basis for Qualified Opinion paragraph of our audit report.

(xii) The Company is not a nidhi Company as per the provisions of the Companies Act, 2013. Therefore, the requirement to report on clause 3(xii)(a) to 3(xii)(c) of the Order are not applicable to the Company.

(xiii) Transactions with the related parties are in compliance with sections 177 and 188 of

Companies Act, 2013 where applicable and the details have been disclosed in the notes to the standalone financial statements, as required by the applicable accounting standards, except for the effects of the matter referred to in the ‘Basis of Qualified Opinion paragraph of our Audit

Report of even date.

(xiv) (a) The Company has an internal audit system commensurate with the size and nature of its business.

(b) The internal audit reports of the Company issued till the date of the audit report, for the period under audit have been considered by us.

(xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.

(xvi) (a) According to the information and explanations given to us the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company. Accordingly, the requirement to report on clause (xvi)(a) of the

Order is not applicable to the Company.

(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities without obtained a valid of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.

(c) The Company is not a Core Investment Company as defined in the regulations made by Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi) of the

Order is not applicable to the Company.

(d) There are no Core Investment Companies as a part of the Group, hence, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.

(xvii) The Company has not incurred cash losses in the year but it incurred cash losses currentfinancial of H282.12 crores in the immediately preceding reported, without considering financial impact of amalgamation (Refer Note 64 of the standalone financial statements).

(xviii) There has been no resignation of the statutory auditors during the year and accordingly requirement to report on Clause 3(xviii) of the

Order is not applicable to the Company.

(xix) On the basis ofthefinancialratios disclosed in note 69 to the financial statements, the ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Management / Board of Directors business plan and based on our examination of evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that Company is not capable of meeting its liabilities, existing at the date of balance sheet, as and when they fall due within a period of one year from the balance sheet date.

We further state that this is not an assurance as to the future viability of the Company and our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) (a) There are no unspent amounts that are required to be transferred to a fund specified in Schedule VII of the Companies Act (the Act), in compliance with second proviso to sub section 5 of section 135 of the Act. This matter has been disclosed in note 59 to the financial statements.

(b) There are no unspent amounts in respect of ongoing projects, that are required to be transferred to a special account in compliance of provision of sub section (6) of section 135 of Companies Act. This matter has been disclosed in note 59 to the financial statements.

(xxi) The requirement of clause 3(xxi) is not applicable in respect of Standalone Financial Statements.

For S R B C & CO. LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Santosh Agarwal

Partner

Membership Number: 093669 UDIN: 23093669BGUYXA8928

Place of Signature : Ahmedabad Date: May 5, 2023

Annexure 2 to the Independent Auditors Report of even date on the Standalone Financial Statements of Adani Power Limited

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

We have audited the internal financial controls over financial reporting of Adani Power Limited ("the Company") as of March 31, 2023, in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys 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. These responsibilities include the design, implementationandmaintenanceofadequateinternal financial controls that were operating effectively for ensuring the orderly and efficientconduct of its business, including adherence to the Companys 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

Companys internal financial controls over financial reporting with reference to these standalone financial statements 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 as specified under section 143(10) of the

Companies Act, 2013, to the extent 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 with reference to these standalone financial statements was established and maintained and if such controls operated effectively in all material respects.

An audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls over financial reporting with reference to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting with reference to these standalone financial statements, 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 auditors judgement, 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 qualified audit opinion on the internal financial controls over financial reporting with reference to these standalone financial statements.

Meaning of Internal Financial

Controls Over Financial Reporting

With Reference to these Standalone Financial Statements

A companys internal financial control over financial reporting with reference to these standalone financial statements 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 companys internal financial control over financial reporting with reference to these standalone financial statements 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 authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal

Financial Controls Over Financial

Reporting With Reference to these Standalone Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting with reference to these standalone financial statements, 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 with reference to these standalone financial statements to future periods are subject to the risk that the internal financial control over financial reporting with reference to these standalone financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Qualified Opinion

According to the information and explanations given to us and based on our audit, pending completion of the ongoing investigations of Securities and Exchange

Board of India and completion of proceedings before the Honble Supreme Court in terms of its order dated March 2, 2023 as stated in the ‘Basis for Qualified Opinion paragraph of our audit report, and the consequential impact it may have on Companys processes and internal controls including related party transactions and compliance with applicable laws and regulations, to that extent we are unable to comment on whether there is any material weakness in the Companys internal controls as at March 31,

2023.

A ‘material weakness is a deficiency, or a combination of deficiencies, in internal financial control over financial reporting, such that there is a reasonable possibility that a material misstatement of the companys annual or interim financial statements will not be prevented or detected on a timely basis. In our opinion, except for the possible effects of the material weakness described above on the achievement of the objectives of the control criteria, the Company has maintained, in all material respects, adequate internal financial controls over financial reporting with reference to these standalone financial statements and such internal financial controls over financial reporting with reference to these standalone financial statements were operating effectively as of March 31, 2023, 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.

Explanatory paragraph

We also have audited, in accordance with the

Standards on Auditing issued by the Institute of

Chartered Accountants of India, as specified under Section 143(10) of the Act, the standalone financial statements of Adani Power Limited, which comprise the Balance Sheet as at March 31, 2023, and the related Statement of Profit and Loss including the

Statement of Other Comprehensive Income, the Cash

Flow Statement and the Statement of Changes in

Equity for the year then ended, and a summary of significant accounting policies and other explanatory information, and our report dated May 5, 2023, expressed a qualified opinion.

For S R B C & CO LLP

Chartered Accountants

ICAI Firm Registration Number: 324982E/E300003

per Santosh Agarwal

Partner

Membership Number: 093669 UDIN: 23093669BGUYXA8928

Place of Signature : Ahmedabad Date: May 5, 2023