To the Members of Adani Power Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Adani Power Limited ("the Company"), which comprise the Balance sheet as at March 31, 2026, the 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 notes to the Standalone financial statements, including a summary of material accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us , the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended ("the Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, its profit including other comprehensive income, its cash flows and the changes in equity 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 (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors Responsibilitiesforthe 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 audit opinion on the standalone financial statements.
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, 2026. 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, our 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. 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 recognition and assessment of recoverability of receivables related to change in law claims (Also refer | Our audit procedures in response to this key audit matter included, but not limited to, the following:- |
| Notes 3(vii), 3(viii), 12 and 35 to the standalone financial statements) | Examined the Companys accounting policy with respect to assessing compliance with Ind AS 115 "Revenue from Contracts with Customers". |
| 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 i.e. purchase of alternative coal, additional duties and taxes, increased cost of power generation, etc., in terms of the framework of supply of power as per PPA entered by the respective Thermal Power Plant/ Units with the various Discoms. | Obtained an understanding and tested 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. 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 and methodology, till the respective matters are accepted / settled with the Discoms. | Inspected the relevant state regulatory commission, the Central Electricity Regulatory Commission (CERC), the Appellate Tribunal and the Court rulings and examined management assumptions / judgements relating to various parameters in terms of such regulatory orders, for determining the amount of such claims. |
| Thus, the revenue/ receivables from Discoms are subject to adjustments based on future developments. | 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. |
| 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. | Performed substantive procedures over managements estimates, including comparison with historical claims, regulatory precedents and other corroborative evidence. |
| 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 on a sample basis, the accuracy of the underlying data used for computation of such claims. |
| Tested the joint reconciliations of trade receivables performed by the Company with the respective Discoms, whereveravailable with underlying records. | |
| 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 Contracts with Customers". | |
| Revenue recognition for regulated power generation business (Also refer Note 35 to the standalone financial statements) | |
| In respect of the regulated power generation business (i.e., Udupi Thermal Power Plant and Dahanu Thermal Power Plant), tariff is determined by the regulator based on cost plus return on equity basis wherein cost is subject to prudential norms and periodic true-up. | Our audit procedures in response to this key audit matter included, but not limited to, the following:- |
| The Company invoices its customers on the basis of provisional approved tariff which is subject to true up adjustment. As the Company is entitled to tariff based on actual costs incurred during the year, at point of revenue recognition it recognises adjustments for the escalation/ de-escalation in the various parameters compared to the entitled parameters. | Examined the Companys accounting policy with respect to assessing compliance with Ind AS 115 "Revenue from Contracts with Customers". |
| 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 have been litigated by the Company before higher authorities. | Performed test of controls over revenue recognition and accruals. |
| Revenue recognition and accrual of regulatory claims is a key audit matter considering the significant judgements involved in the determination thereof. | Performed the tests of details, on a sample basis, including the following key procedures: |
| Evaluated the key assumptions used by the Company by comparing it with the assumptions in provisional tariff order. | |
| For tariff orders (including provisional / final 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 historical outcomes and regulatory precedents. | |
| Examined the underlying parameters for measuring / computing the claims and verified the working as per CERC regulatory orders, Appellate Tribunal and the Court rulings. | |
| Tested the status of the outstanding receivables and recoverability of the overdue / aged accruals 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 Contracts with Customers". |
Information Other than the Financial Statements and Auditors Report Thereon (Other Information)
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 the other information and, in doing so, considerwhethersuch 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 and Those Charged with Governance 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 view 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 statements, 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, 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 statements, including the disclosures, and whether the standalone financial statements represent the 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 statements for the financial year ended March 31, 2026 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 specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report to the extent applicable, that:
(a) We have soughtand 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 relating to preparation of the aforesaid financial statements have been kept by the Company so far as it appears from our examination of those books, except for the matters stated in sub-clause (2)(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;
(c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other 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) 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;
(e) On the basis of the written representations received from the directors as on March 31, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026 from
being appointed as a director in terms of Section 164 (2) of the Act;
(f) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph (b) above on reporting under section 143(3)(b) and in sub-clause (2)(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;
(g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in "Annexure 2" to this report;
(h) In our opinion, the managerial remuneration for the year ended March 31, 2026 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act.
(i) 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 45 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 - Refer Note 31 to the standalone financial statements;
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 65 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(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 65 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.
v. The dividend on compulsory redeemable preference shares in respect of the same declared for the previous year 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 63 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. Based on our examination which included test checks, the Company has used 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 yearforall relevant transactions recorded in the software, except that we are unable to comment whether the audit trail feature was enabled and operated, for direct changes to database of underlying accounting software from May 27, 2025 to December 12, 2025, as described in note 74 to the standalone financial statements.
Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of the accounting software where audit trail was enabled.
Additionally, the audit trail of relevant prior years has been preserved for record retention to the extent it was enabled and recorded in those respective years by the Company as per the statutory requirements for record retention, as described in note 74 to the standalone financial statements.
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, 2026
In terms of the information and explanations sought by us and given by the company and the books of account 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) The Company has a regular programme of physical verification of its Property, Plant and Equipment by which all Property, Plant
and Equipment are physically verified by the management in the phased manner over period of three years. In accordance with this programme, certain Property, Plant and Equipment were verified during the year and no material discrepancies were noticed on such verification. In our opinion, the periodicity of such physical verification is reasonable having regard to the size of the Company and the nature of its assets.
(c) The title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favor of the lessee) disclosed in Note 4.1 to the financial statements included in property, plant and equipment are held in the name of the Company, except as under:
| Description of property | Gross carrying value as at March 31. 2026 (Rs. in crores) | Title deeds held in the name of | Whether title deed holder is a promoter, director or relative of promoter / director or employee of promoter/director | Property held since which date | Reason for not 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 and Freehold) and Building of Tiroda, Udupi, Raipur and Raigarh Thermal Power Plants | 316.92 | Respective erstwhile subsidiaries | No | Since March 7, 2023 till date. | Land and Building in the name of erstwhile subsidiaries, pending transfer to the Company on account of scheme of Amalgamation effective 1st April, 2022. |
| Land (Leasehold and Freehold) and Building of Godda TPP | 767.37 | Adani Power (Jharkhand) Limited (Erstwhile Subsidiary) | No | Since April 1, 2024 till date. | Land and Building in the name of erstwhile Subsidiary, pending transfer to the Company on account of scheme of Amalgamation effective 1st April, 2024. |
(d) The Company has nob revalued ibs Property, Planb and Equipmenb (including Righb of use assebs) or inbangible assebs during bhe year ended March 31, 2026.
(e) There are no proceedings inibiabed or are pending againsb bhe Company for holding any benami property under bhe Prohibibion of Benami Property Transacbions Acb, 1988 and rules made bhereunder.
(ii) (a) The invenbory (including invenbory lying wibh bhird parties) has been physically verified by bhe managemenb during bhe year. In our opinion, bhe frequency of verificabion by bhe managemenb is reasonable and bhe coverage and procedure for such verificabion is appropriabe and discrepancies of 10% or more in aggregabe for each class of invenbory were nob nobiced in respecb of such verificabion.
(b) The Company has been sancbioned working capibal limibs from banks during bhe year on bhe basis of securiby of currenb assebs of bhe Company. Based on bhe records examined by us in bhe normal course of audib of bhe financial sbabemenbs, bhe quarterly reburns/sbabemenbs filed by bhe Company wibh such banks in respecb of gross value of primary securiby, are in agreemenb wibh bhe books of accounbs of bhe Company. The Company do nob have sancbioned working capibal limibs in excess of Rs. five crores in aggregabe from financial insbibubions during bhe year on bhe basis of securiby of currenb assebs of bhe Company.
(iii) (a) During bhe year, bhe Company has granbed loans, sbood guaranbee and provided securiby bo various Subsidiary Companies as summarised below:
| (Rs. in crores) | |||
| Particulars | Corporate Guarantees on behalf of (Refer Note 69 of the standalone financial statements) | Provided Security on behalf of (Refer Note 5 and 69 of the standalone financial statements)* | Loans (Refer Note 69 of the standalone financial statements) |
| Aggregabe amounb granbed / provided during bhe year - Subsidiaries | 2,635.20 | 12,749.81 | |
| Balance oubsbanding as ab balance sheeb dabe (including amounb oubsbanding ab beginning of bhe year) - Subsidiaries | 950.00 | 2,864.95 | 15,750.77 |
*lncludes banking facility secured by the Company but utilised by subsidiary during the year and also pledge of certain investments in favour of subsidiaries lenders
According bo bhe informabion and explanabion given bo us, during bhe year, bhe Company has nob granbed loans, advance in nabure of loans, sbood guaranbees or provided any securiby bo firms and Limibed Liabiliby partnerships or any obher parties.
(b) During bhe year bhe invesbmenbs made, guaranbees provided, securiby given and bhe berms and condibions of bhe granb of all loans, invesbmenbs (including invesbmenbs in subsidiaries) and guaranbees bo companies are nob prejudicial bo bhe Companys inberesb.
(c) The schedule of repaymenb in respecb of loans granbed for principal and inberesb paymenb has been sbipulabed and bhe repaymenb or receipbs are regular, and accrued inberesb of Rs. 403.77 crores has been capibalised ab year end wibh bhe amounb of oubsbanding loans, as per bhe berms of bhe loan agreemenbs.
(d) There are no amounbs of loans and advances in bhe nabure of loans granbed bo companies which are overdue for more bhan nineby days.
(e) There were no loans or advance in bhe nabure of loan granbed bo companies which was fallen due during bhe year, bhab have been renewed or exbended or fresh loans granbed bo sebble bhe overdues of exisbing loans given bo bhe same parties.
(f) The Company has nob granbed any loans or advances in bhe nabure of loans, eibher repayable on demand orwibhoub specifying any berms or period of repaymenb bo companies. Accordingly, bhe requiremenb bo report on clause 3(iii)(f) of bhe Order is nob applicable bo bhe Company.
jv) There are no loans, invesbmenbs, guaranbees, and securiby in respecb of which provisions of Secbion 185 of bhe Companies Acb, 2013 is applicable and accordingly, bhe requiremenb bo report on clause 3(iv) of bhe Order wibh respecb bo Secbion 185
of bhe Companies Acb, 2013 is nob applicable bo bhe Company. According bo bhe informabion and explanabions given bo us, bhe Company has complied wibh bhe provisions of Secbion 186 of bhe Companies Acb, 2013, bo bhe exbenb applicable.
(v) The Company has neibher accepbed any deposibs from bhe public nor accepbed any amounbs which are deemed bo be deposibs wibhin bhe meaning of secbions 73 bo 76 of bhe Companies Acb and bhe rules made bhereunder, bo bhe exbenb applicable. Accordingly, bhe requiremenb bo report on clause 3(v) of bhe Order is nob applicable bo bhe Company.
(vi) We have broadly reviewed bhe books of accounb mainbained by bhe Company pursuanb bo bhe rules made by bhe Cenbral Governmenb for bhe mainbenance of cosb records under secbion 148(1) of bhe Acb, relabed bo bhe generabion of power and are of bhe opinion bhab prima facie, bhe specified accounbs and records have been made and mainbained. We have nob, however, made a debailed examinabion of bhe same.
(vii) (a) The Company is regular in deposibing wibh
appropriabe aubhoribies undispubed sbabubory dues including goods and services bax, providenb fund, income-bax, duby of cusboms, cess and obher sbabubory dues applicable bo ib. The provision relabing bo employees sbabe insurance are nob applicable bo bhe Company. According bo bhe informabion and explanabions given bo us and based on audib procedure performed by us, no undispubed amounbs payable in respecb of bhese sbabubory dues were oubsbanding, ab bhe year end, for a period of more bhan six monbhs from bhe dabe bhey became payable.
(b) According bo bhe records of the Company, the dues outstanding of income tax, custom duty, goods and service tax and other statutory dues 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 | 16.32 | - | Financial Year 2016-17, 2017-18 | Commissioner of Income tax (Appeals) |
| Income Tax Act, 1961 | Income Tax | 4.11 | 4.55 | Financial Year 2009-10, 2010- 11 8 2011-12 | High Court of Gujarat |
| Income Tax Act, 1961 | Income Tax | 5.46 | - | Financial year 2007-08 | Honble Supreme Court |
| Customs Act, 1962 | Custom duty | 275.22 | 19.26 | March 2012 to February 2013 | Custom, Excise and Service Tax Appellate Tribunal |
| Customs Act, 1962 | Custom Duty | 963.94 | 2009-10 to 2014-15 | Development Commissioner, SEZ, Mundra | |
| Finance Act, 1994 | Service Tax | 17.31 | 7.64 | April 2017 to June 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 |
| Goods and Services Tax Act, 2017 | Goods and Services Tax | 1.55 | 0.22 | Financial year 2017-18, 2022-23 | GST Tribunal (CESTAT Board) |
| Goods and Services Tax Act, 2017 | Goods and Services Tax | 22.08 | 9.28 | Financial year 2017-18, 2020-21 | Commissioner (Appeals) |
(viii) The Company has nob 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.
(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(c) Term loans and Non-Convertible Debentures were applied for the purpose for which they were obtained, except that Rs. 534.04 crores as on March 31, 2026 were temporarily invested in short term investment instruments as permitted under loan agreements, which has been subsequently utilized for specified purposes.
(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 borrowed term loans from Axis Bank aggregating to Rs. 2,264 crores that have been funded to various subsidiaries for meeting their project capex requirements.
The Company does not have any associates.
(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries or joint venture. The Company does not have any associates. 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.
(b) During the year, no report under sub-section (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) We have taken into consideration the whistle blower complaints received by the Company during the year while determining the nature, timing and extent of audit procedures.
(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 for the year ended March 31, 2026, are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the notes (Refer note 69) to the standalone financial statements, as required by the applicable accounting standards.
(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 Certificate 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)(c) 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)(d) of the Order is not applicable to the Company.
(xvii) The Company has not incurred cash losses in the current financial year and immediately preceding financial year respectively.
(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 of the financial ratios disclosed in note 70 to the financial statements, the ageing and expected dates of realisation 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) In respect of other than ongoing projects, 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 60 to the financial statements.
(b) All amounts that are unspent under section (5) of section 135 of Companies Act, pursuant to any ongoing project, has been transferred to special account in compliance of with provisions of sub section (6) of section 135 of the said Act. This matter has been disclosed in note 60 to the financial statements.
(xxi) The requirement of clause 3(xxi) is not applicable in respect of Standalone Financial Statements.
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 with reference to standalone financial statements of Adani Power Limited ("the Company") as of March 31, 2026 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
TheCompanysManagementisresponsibleforestablishing 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 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 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 Act, to the extent applicable to an audit of internal financial controls, both issued by ICAI. 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 with reference to these standalone financial statements 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 with reference to these standalone financial statements and their operating effectiveness. Our audit of internal financial controls with reference to standalone financial statements included obtaining an understanding of internal financial controls 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 standalone 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 Companys internal financial controls with reference to these standalone financial statements.
Meaning of Internal Financial Controls With Reference to these Standalone Financial Statements
A companys internal financial controls with reference to 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 controls with reference to 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 standalone financial statements.
Inherent Limitations of Internal Financial Controls With Reference to Standalone Financial Statements
Because of the inherent limitations of internal financial controls with reference to 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 with reference to standalone financial statements to future periods are subject to the risk that the internal financial control with reference to standalone financial statements 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, adequate internal financial controls with reference to standalone financial statements and such internal
financial controls with reference to standalone financial statements were operating effectively as at March 31, 2026, 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 issued by the ICAI.
| ForS R B C & CO LLP Chartered Accountants ICAI Firm Registration Number: 324982E/E300003 |
| per Navin Agrawal Partner Membership Number: 056102 UDIN: 26056102RHFGYC5116 |
| Place of Signature: Ahmedabad, Gujarat Date: April 29, 2026 |
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