GVK Power & Infrastructure Ltd Auditor Reports

3. Basis for Disclaimer of Opinion

We draw your attention to following notes of the Consolidated Financial Statements:

i. We draw attention to Note 52 to the Consolidated Financial Statements which states that as at March 31, 2026, GVKPIL Group had accumulated losses. The liabilities of the GVKPIL Group, considering the amounts not provided for are much higher than the assets of the group. One of the subsidiary Company where the project has been terminated are following liquidation basis of accounting. The GVKPIL group has delayed/defaulted in repayments of loans and interest thereon and various loan accounts have been classified as non-performing assets by banks/ lenders including recall of loans /filing of cases under the Insolvency and Bankruptcy Code in certain cases. The Interim Resolution Professional (IRP) / Resolution Professional (RP) have also been appointed in certain subsidiaries, step down subsidiaries and Joint controlled entity by NCLT. There are various litigations going on in the GVKPIL Group. The GVKPIL Group has also provided guarantees and commitments and/or has undertaken to provide financial assistance on behalf of various entities and as further detailed in notes 47, 48, (referring to notes on GVK Coal Developers (Singapore) Pte Limited and GVK Energy Limited), uncertainties are being faced by various projects such as delays / non-development of coal mines in an overseas project where the parent Company has provided guarantees and commitments for the borrowings, losses incurred by gas based power plant in the absence of gas and litigations on rights to claim capacity charge, arbitration on delay of commencement of road projects, termination of various projects etc. Various guarantees given by GVKPIL and GVK Energy Limited (GVKEL) on behalf of their subsidiaries, associates and joint controlled entity have been invoked by the lenders. Further, the GVKPIL has been admitted into Corporate Insolvency Resolution Process (CIRP) process vide NCLT order dated July 12, 2024 and order uploaded on the portal on July 15, 2024 (Insolvency Commencement Date). These factors indicate significant doubt on going concern ability of the GVKPIL group.

Notwithstanding the above, the financial statements of the GVKPIL Group have been prepared by the management on going concern basis as management believes that the outcome of the CIRP shall keep the company as going concern. Considering the various uncertainties involved as fully described in the Basis of Disclaimer section of our report, the probable impact could be material and pervasive on these consolidated financial statements and that may cause significant doubt on companys ability to continue as a going concern. Accordingly, we are unable to comment that the management assumption of preparing these financial statements on going concern basis is appropriate.

ii. We draw attention to Note No 47 to the Consolidated Financial Statements regarding GVK Coal Developers (Singapore) Pte. Limited, (GVK Coal Developers) (an associate) in which the GVKPIL Group has investments and has receivables aggregating to Rs.79,048 Lakhs and to whom the holding company along with others jointly and severally had given irrevocable and unconditional guarantee and commitments (CG) for loans up to aggregating to USD 1 132.45 Million (Rs.10,71,913 Lakhs as on March 31,2026) of principal amount (GVKPIL itself guaranteed towards the repayment of limits which shall be lower of either 53.9% (including in respect of the Hedging Agreements if any) of all principal amounts outstanding under the finance documents or USD 692.61 Million) taken by the aforesaid associate Company part of which is collateralized by pledge

of 155,587,500 (March 31, 2025: 155,587,500), 130,287,382 (March 31, 2025: 130,287,382) and 48,000,000 (March 31, 2025: 48,000,000) shares of GVK Energy Limited, GVK Transportation Private Limited and GVK Airport Developers Limited respectively for securing loan obtained by GVK Coal Developers (Singapore) Pte. Limited and has also undertaken to provide financial assistance of USD 3.11million (Rs.2,944 Lakhs as on March 31,2026) with respect to which there are multiple significant uncertainties including outlook on the sector, non-achieving of financial closure and clearances for the project, concluding an appropriate solution with various stakeholders including lenders, and necessary environmental and regulatory clearances etc. The GVK Coal Developers current liabilities exceeded current assets by USD 3193 million (Rs.30,22,600 Lakhs) as of March, 2026 and accumulated losses as of March, 2026 USD 1982.10 (Rs 18,76,143 lakhs) ,(March, 2025 USD 1839 million (Rs.15,73,525 Lakhs)) based on audited special purpose consolidated financial statements of GVK Coal Developers (Singapore) Pte. Limited. The GVK Coal Developers lenders filed a claim in the High Court of Justice Business and Property Courts of England and Wales Commercial Courts (England Court) on November 09, 2020 and have sought to recover the amounts advanced to GVK Coal Developers. The England court vide its order dated October 19, 2023 has crystalized the amount payable by the defendants (GVKPIL and other guarantors / stakeholders in GVK Coal Developers) at USD 2.19 billion including the amount towards interest.

As per legal opinion obtained by the Holding company, the order dated 19th October 2023 passed by the England court is not speaking order. It has also been opined that the Order dated 19.10.2023 cannot be enforced in India and is contrary to the substantive law of India and is also in violation of the principles of natural justice.

As per the GVKPIL management, several attempts were made by the company to have a solution with the lenders including an agreement dated March 23, 2017, wherein a non-binding framework solution was agreed upon for a settlement. Subsequently also there were several efforts to engage with the lenders to arrive at a settlement.

The GVK Coal Developers having failed to repay debt obligation, ICICI bank has invoked CG of GVKPIL on Nov 02, 2020, and demanding to pay the GVK Coal Developers dues.

Further, one of the lenders has filed an application under section 7 of the Insolvency and Bankruptcy Code 2016 to initiate Corporate Insolvency Resolution Process (CIRP) against the holding company (being guarantor for loan taken by GVK Coal Developers) before National Company Law Tribunal (NCLT), Hyderabad on July 14, 2022 and NCLT has admitted the Company into CIRP vide Order dated July 12, 2024. Interim Resolution professional (IRP) appointed by the Honble NCLT and IRP has taken possession of all assets of GVKPIL.As approved by NCLT vide its order dated September 05, 2024, IRP has been confirmed as Resolution Professional (RP) of the Company.

RP has received claims to the extent of Rs. 21,79,248 Lakhs from the Financial Creditors (Including claim of Rs. 18,83,145 Lakhs from Financial Creditors of GVK Coal Developers) and RP has admitted the claims to the extent of Rs.15,94,489 Lakhs (Including claim of Rs. 14,89,486 Lakhs from Financial Creditors of GVK Coal Developers) for CIRP purpose as per IBC rules and balance Rs.5,84,760 Lakhs (Including claim of Rs. 3,93,670 Lakhs from Financial Creditors of GVK Coal Developers) claims are not admitted. The Resolution professional has invited Resolution Plans and resolution plans were received from two Prospective Resolution Applicants (PRA). However, Committee of Creditors (CoC) has rejected the two resolution plans as non-compliant / non-responsive. Thereafter, the CoC resolved to re-initiate the CIRP process of the Corporate Debtor based on asset-wise sale approach under Regulations of the CIRP which will be considered by Committee of Creditors (CoC) and actual liability ultimately payable by the Company shall be determined in accordance with the approved resolution plan and applicable orders under the IBC. Therefore, no accounting impact is given in the books of account, and no provision has been made against admitted claims in the consolidated financial statements.

While the GVKPIL Group has made a provision for impairment in respect of the aforesaid investment and receivables aggregating to Rs.79,048 Lakhs, no provision has been made towards the Corporate Guarantee issued by GVKPIL in respect of which the above-mentioned claims are made by the financial creditors to the extent of Rs.14,89,486 Lakhs admitted by the RP. Considering the various uncertainties and complexities involved as mentioned above, we are unable to comment on the viability of the GVK Coal project and the additional provision that may be required concerning the aforementioned guarantees and commitments made by GVKPIL and the resultant impact of the same on these consolidated financial statements.

iii.As discussed in detailed in Note 48(b) to the Consolidated financial statements regarding annulment of settlement by Edelweiss and ARCIL with respect to their loans / NCDs to GVKEL and Alaknanda Hydro Power Company Limited (AHPCL), non-accounting of estimated increase in liability on account of annulment of settlement terms by Edelweiss (amount not ascertained), invocation and transfer by Edelweiss of 46,60,11,000 Equity shares of AHPCL held by GVKEL of Rs.10 each, recording of exceptional loss of Rs.19,486 lakhs during the year ended March 31,2023 by GVKEL on account of invocation of pledged shares and transfer by Edelweiss (being difference in face value of pledged shares invoked by Edelweiss and the liability of Edelweiss appearing in books of GVKEL and AHPCL), recording of discharge of liability of Edelweiss pending legal suit before Honble Delhi High Court, wherein GVKEL pleaded that as a consequence of the invocation and transfer of a valuable asset, GVKEL liability towards the loan has been discharged and since the value of share is far in excess of the outstanding loan liability, the excess share to be returned. Next hearing of the case is scheduled on September 07, 2026.

On 9 October 2023, AHPCL, GVKEL and GVKPIL entered into a fresh 33,000 lakh settlement at 12.5% interest, but could not comply fully and obtained extensions till 31 July 2024. Of this, 20,000 lakh was arranged by the lead lender and 13,000 lakh paid by the companies. Later, Edelweiss and ARCIL assigned the facilities to Phoenix ARC. Phoenix ARC filed claims for Rs 1 16,399 Lakh, the RP admitted claims of 1,05,003 lakh against the company, with no provision has been made in the books of account pending resolution plan approval.

Since the GVKEL has been admitted into CIRP, the GVKPIL has impaired value of investments and loans to GVKEL of Rs 84,120 lakhs and 19,690 lakhs respectively during the year ended March 31,2026.

In view of the same, we are unable to comment on the accounting done in this regard in books of account and the ultimate impact of the same including of the invocation of the settlement offer by Edelweiss, invocation of pledged shares of AHCPL by Edelweiss, invocation of corporate guarantee issued by the GVKPIL and GVKEL impact of the proceedings in the NCLT, impact of the assignment of facilities by Edelweiss and ARCIL to Phoenix ARC the ongoing CIRP process and the additional liability that may arise in this regard if any on the Consolidated financial statements.

iv. We draw attention to the following matters disclosed in Note 48(a) to the consolidated financial Statements regarding the GVK Energy Limited (GVKEL), a wholly owned subsidiary of the holding company. The GVKEL has provided Corporate Guarantee to the lenders of GVKPGSL (GVK Power Goindwal sahib ltd -erstwhile subsidiary of GVKEL) with respect to the amount lent by them. Lenders through its security trustee (IDBI Trusteeship services limited) have invoked the corporate Guarantee. Further, during the financial year 2023-24, one of the lenders (IDBI) has filed the case against the GVKEL demanding the amount of Rs.1,494 Crores in the Honble NCLT, Hyderabad and the company has been admitted into Corporate Insolvency Resolution Process (CIRP) process vide NCLT order dated May 06, 2025 and order uploaded on the portal on May 07, 2025 Vide the said Order, a moratorium has been declared under Section 14 of the IBC and IRP has been appointed to carry out functions envisaged under the Code including taking charge of management of GVKEL.

The consolidated audited financial statements include the financial results of GVKEL and its subsidiaries up to May 06 2025 which have not been audited by the respective auditors, whose financial results reflect (before adjustments for consolidation) total revenue from operations of Rs. 8260 Lakhs, total net profit after tax of Rs.1919 lakhs and total comprehensive profit of Rs. 1919 lakhs as on May 06 2025 as considered in the consolidated audited financial statements.

In the absence of Audited/ Reviewed financial statements/ results of GVKEL and its subsidiaries for the period 1st April 2025 to 6th May 2025, we are unable to comment on the adjustments that may be required in the consolidated financial statements of the GVKPIL Group.

v. Note 53 to the Consolidated Financial Statements regarding investigation by various Government agencies on various alleged irregularities relating to conflict of interest, misuse of funds, money laundering and other matters, pending completion of which and non-provision of certain related information sought from the holding company by us including complete copy of the Enforcement Directorate complaint. CBI has filed a charge sheet before the Chief Metropolitan Court, Mumbai on February 09, 2023, laying as allegation under section 120B read with section 420 of IPC against Mumbai International Airport Limited (MIAL), Vice Chairman & erstwhile CFO of the Holding Company and four other GVKPIL group companies apart from others. The Court has granted bail to all the accused. The main issue alleged is siphoning of fund of MIAL eventually causing a loss to Airport Authority of India (AAI). Vide order dated 08.12.2023, fresh cognizance of offences in the chargesheet has been taken and accused persons have been summoned. However, the said order has been currently stayed by the Ld. Sessions Court, Mumbai in revision petitions preferred by various accused persons and therefore, the proceedings are currently stayed in the matter and matter will resume only once the stay order gets vacated by the Revision Court. The company is of the view that the case will not stand the test of scrutiny of the court and will eventually be dismissed. The company is also of the view that the charges are unsubstantiated and no offence u/s section 420 IPC is made out as there is no loss to AAI, Government, or any Tax Authorities as alleged. Next date before Sessions Court in the revision petitions is June 15, 2026

In addition to the above, the Enforcement Directorate (ED) had also taken up the investigation under the Prevention of Money Laundering Act (PMLA) on the basis of an FIR registered by the CBI. ED had filed a complaint in April 2021 on the same matters against the above-mentioned parties and some of the subsidiaries, joint ventures and step-down subsidiaries of the Company, their directors and officers. ED had filed a complaint before the City Court and Additional Session Judge, Greater

Bombay under Section 45 of Prevention of Money Laundering Act, 2002 for commission of offence of Money laundering under section 3, read with section 70, Punishable u/s 4 of the Prevention of Money Laundering Act, 2002. The matter is currently at stage of adjudication of application on behalf of Accused-4 seeking supply of all the un relied documents and un relied statement u/s 50 PMLA and is fixed for filing reply of Enforcement Directorate on June 19, 2026.

The Audit Committee of the Holding Company, based on the legal advice received by the Audit committee of Mumbai International Airport Limited (MIAL), have decided not to proceed with any independent investigation on the matters mentioned in the FIR or the complaint filed by ED. Considering the status of the proceedings with cases related to CBI and ED, the implications, if any, that may arise on the GVKPIL group cant be ascertained and the impact if any of the same on the consolidated financial statements cannot be commented upon.

vi. We draw attention to Note 51 to the Consolidated Financial Statements regarding GVK Perambalur SEZ Private Limited (GVK SEZ), a wholly owned subsidiary company. GVK SEZ has Investment Property having book value of Rs.1 1,655 Lakh as on 31st March 2026. GVK SEZ stood as a Guarantor and mortgaged its land having book value as mentioned above (admeasuring 2,506.25 Acres) to Syndicate Bank (since merged with Canara Bank) on account of loans taken by the GVKPIL (the Holding Company). GVKPIL has since repaid the loan taken from Canara Bank and the bank has also acknowledged the same. However, Canara bank has not issued a no due certificate and has not returned the original title documents by exercising the right of general lien under section 171 of Indian Contract Act,1872 and has enforced general lien over the title deeds in the name of GVK SEZ for liabilities of GVK Coal (Singapore) PTE Ltd, an associate of GVKPIL. GVKPIL and GVK SEZ have jointly filed writ petition before High Court, Telangana on October 27, 2021, stating that Bank exercising of general lien under section 171 of the Indian Contract Act, 1872 is wholly misconceived and illegal and contrary to the terms of Guarantee extended by the GVK SEZ and the matter is yet to be listed. GVKPIL has obtained independent legal opinion based on which the outcome of the subject matter will be positive and the bank will be directed to release the documents given as security. Further, Enforcement Directorate (ED) had initiated provisional attachment proceedings in respect of the said land property under the Prevention of Money Laundering Act (PMLA). However, Honble High Court of Telangana vide its order dated April 22, 2021 has stayed the proceedings by issuing Show Cause Notice to ED. As on March 31,2026, the status remains the same

The matter is under litigation. Pending these litigations, the recoverability of Investment Property having book value of Rs.1 1,655 Lakh (March 2025: Rs 1 1,655 Lakhs) is not determinable.

i. We draw attention to Note 54 to the Consolidated financial statements regarding sale of holding of GVK Airport Developers Limited (GVKADL) by company to Adani Airport Holding Limited (AAHL) as per binding co-operation agreement dated August 31,2020 and other related transaction documents. GVKPIL has transferred majority of the shares to AAHL except 480 Lakh equity shares. In the past GVKPIL has accounted the Optionally Convertible Debentures (OCDs) of Rs.137,464 Lakhs held by AAHL as beneficial owner in view of the terms of arrangement. On November 27, 2024 AAHL transferred 1 1,960 Lakh OCDs of face value Rs 10 each in Ybrant Engineering and Constructions Private Limited (YECPL) and 2,500 Lakh OCDs of face value Rs 10 each in Sutara Roads & Infra Limited (SRIL) to GVKPIL. Against these securities both YECPL and SRIL has already remitted Rs 137,464 lakhs. As per the terms of OCD agreement, YECPL have the option to voluntarily redeem the OCDs anytime during the tenure of the Agreement. During the year ended 31st March 2025, the company has received an intimation from YECPL& SRIL treating the 112,46.40 Lakh and 2,500.00 Lakh OCDs as redeemed since they have already paid in cash or otherwise Rs 112,464 Lakhs and 25,000 Lakhs respectively. As per the terms of OCD agreement with YECPL, subject to the voluntary redemption mentioned above, balance OCDs of 7136 Lakhs shall be redeemed by the issuer any time after expiry of 10 years from the deemed date of allotment and disclosed as non-current investment in the books of GVKPIL.

ii. We draw attention to the following matters disclosed in Note 49 to the Consolidated Financial Statements regarding the GVK Transportation Private Limited (GVKTPL), a wholly owned subsidiary of the holding company. J.C. Flowers Asset Reconstruction Pvt Ltd (Debt assigned by Yes bank) has filed the Insolvency Resolution Process petition against GVKTPL with the Honble NCLT, Hyderabad on February 24, 2022 by invoking Corporate Guarantee provided by GVKTPL to the lenders of GVK Deolikota Expressway Private Limited, and the GVKTPL has been admitted into CIRP vide NCLT order dated August 06, 2024. IRP has been appointed by the Honble NCLT and RP has taken the possession of all assets of GVKTPL.

Since the Group has lost the control over the GVKTPL, and its subsidiaries namely, GVK Bagodara Vasad Expressway Private Limited, GVK Deoli kota Expressway Private Limited, GVK Jaipur Expressway Limited and Sutara Roads and Infrastructure Private Limited the assets and liabilities of GVKTPL and its subsidiaries were deconsolidated as at August 06, 2024 as per Ind AS 110 and a gain of Rs.59,956 Lakh is recorded in Consolidated Financial statements for the year ended March 31,2025.

iii. We draw your attention to note no.50 of Consolidated Financial statements, regarding GVK Ratle Hydro Electric Project Private Limited (GVK Ratle), a subsidiary of the holding company, GVK Ratle had entered into a concession agreement with

J&K Power Development Department (JKPDD) for construction and operation of a hydro power plant on Build, Own, Operate and Transfer model. GVK Ratle started the project development and had spent/paid advances to the tune of Rs.101,552 lakhs (till March 31,2021) on various works. However, there were significant delays in the construction of the project due to the impediments like land acquisition and execution of land, leases, issues in relation to working conditions, disturbances and law and order problems, issues under the Indus Water Treaty, issues in relation to Water charges, status of Mega Power Project and taxes such as entry tax, sales and other local taxes etc.

GVK Ratle requested for termination of project and offered for an amicable settlement. JKPDD rejected such settlement offer stating that the delays tantamount to event of default from GVK Ratle. GVK Ratle had initiated the arbitration process and Tribunal vide its order dated 11th July20 and rectification order dated 7th September20 had partly accepted the contentions of GVK Ratle and had given an award of Rs.29,048 Lakhs in favor of GVK Ratle. Not satisfied with the order, GVK Ratle has filed an appeal before district court, Kishtwar on 8th December,2020 against the said award, which is challenged by JKPDD that the arbitral award in a cross appeal before the District Court, Kishtwar. District Court, Kishtwar passed an arbitrary ad-interim stay staying the operations of the Award without intimating GVK Ralte about filing of the said appeal by JKPDD. Aggrieved by ex-party interim order GVK Ratle has filed an appeal challenging the said interim order before Supreme Court. On February 01 ,2021 the supreme court stayed all proceedings before the District Court, Kishtwar until it decides the issue relating to applicability of J&K Arbitration Act, 1997, even after the said Act was repealed by J&K State Reorganization Act, 2019. Subsequently, on November 11,2024, Supreme court disposed of the application filed by GVK Ratle and directed GVK Ratle to submit its arguments in the Stay Application being filed by JKPDD before the Principal District Judge, Kishtwar. Next hearing of the case is scheduled on May 30, 2026

GVK Ratle had also entered into a settlement agreement with its lender on November 24, 2021 and the award realized from the JKPDD will be paid to lender as per the settlement agreement. Considering the fact of termination of the project and settlement with the lenders, the GVK Ratle has adopted the liquidation basis of accounting in preparation of these financial statements and treated the amount recoverable as per award as its asset with similar amount payable to lender as its liability as per settlement agreement.

Similar matter has been included as an Emphasis of matter paragraph (EOM) in the audit report on the standalone financial statements of GVK Ratle Hydro Electric Project Private Limited, the stepdown subsidiary of the Holding Company issued by an independent firm of Chartered Accountants vide their report dated May 15, 2026.

The Holding Companys Board of Directors/ Resolution professional is responsible for the preparation and presentation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows and changes in the equity of the group including its associates in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the Group and of its associate and joint ventures are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group, its associate and joint ventures 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 accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group and of its associate and joint ventures are responsible for assessing the ability of the Group and of its associate and joint ventures 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 Group or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group and of its associates and joint ventures are responsible for overseeing the financial reporting process of the Group and of its associates and joint ventures.

Our responsibility is to conduct an audit of the Groups Consolidated Financial Statements in accordance with Standards on Auditing and to issue an auditors report. However, because of the significance of the matters involving uncertainties, described in

We are independent of the Company in accordance with the Code of Ethics issued by The Institute of Chartered Accountants of India (ICAI) and the provisions of Companies Act 2013 that are relevant to our audit of the financial statements in India under the Companies Act 2013 and we have fulfilled our other ethical responsibilities in accordance with the Code of Ethics and the requirements under the Companies Act 2013.

We did not audit the financial statements of 7 subsidiaries included in the consolidated audited financial statements, whose financial statements (before adjustments for consolidation), total income of Rs.332 Lakhs, total net loss after tax of Rs.34,810.56 Lakhs and total comprehensive loss of Rs.34,810.56 Lakhs, Total assets Rs 45,792 lakhs, Net Assets Rs (3169) for the year ended 31st March, 2026, respectively, as considered in the consolidated financial statements. The consolidated financial statements also include the Groups share of net loss after tax of Rs. Nil Lakhs and total comprehensive income of Rs. Nil Lakhs for the year ended March 31, 2026 respectively, as considered in the consolidated financial statements, in respect of one associate, whose Special purpose financial statements have not been audited by us. These annual financial statements have been audited by respective auditors. The Independent Auditors reports on financial statements of these entities have been furnished to us and our opinion on the consolidated financial statements in so far as it relates to the amounts and disclosures included in respect of these entities, is based solely on the report of such auditors and the procedures performed by us as stated in paragraph above.

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) Due to the effects/possible effects of the matter described in the Basis for Disclaimer of Opinion section above, and our observation related to maintenance of edit logs of as mentioned in paragraph 8.2 (i) (vi) below we are unable to state whether proper books of account as required by law have been kept so far as it appears from our examination of those books and report of the other auditors.

c) The Consolidated balance sheet, the Consolidated statement of profit and loss (including other comprehensive income), the Consolidated statement of changes in equity and the Consolidated statement of cash flows dealt with by this Report are in agreement with the books of account maintained for the purpose of preparation of these Consolidated Financial Statements.

d) Due to the effects/possible effects of the matter described in the Basis for Disclaimer of Opinion section above, we are unable to state whether the Consolidated financial statements comply with the Indian Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rule 2014.

e) Due to the effects/possible effects of the matter described in the Basis for Disclaimer of Opinion section above, we are unable to state whether they have adverse effect on the functioning of the Group and its associate.

f) On the basis of the written representations received from the directors of the Holding Company as on March 31, 2026 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its Group companies incorporated in India, none of the directors of the Group companies, its associate companies and joint ventures incorporated in India is disqualified as on March 31,2026 from being appointed as a director in terms of Section 164(2) of the Act.

g) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Disclaimer of Opinion paragraph above and paragraph 8.2.(i) (vi) below on reporting under Rule 11(g).

h) With respect to the adequacy of the internal financial controls over financial reporting of the Group, its associates and its joint ventures and the operating effectiveness of such controls, refer to our separate report in Annexure A. Our report expresses a disclaimer of opinion on the adequacy and operating effectiveness of the Companys internal financial controls with reference to Financial Statement.

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 and based on the consideration of the report of the other auditors on separate financial statements as also the other financial information of the subsidiaries, associates and joint ventures:

i. Due to the possible effects of the matter described in the Basis for Disclaimer of Opinion section above, we are unable to state whether the Holding Company has disclosed the impact of pending litigations on its financial position in its consolidated financial statements - Refer notes 40 to the consolidated financial statements.

ii. Due to the effects/possible effects of the matter described in the Basis for Disclaimer of Opinion section above, we are unable to state whether the Group has long term contracts as at March 31,2026 for which there were no material foreseeable losses. Also, the company did not have any derivative contracts as at March 31,2026.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the holding Company during the year ended March 31,2026;

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, due to the possible effects of the matter described in the Basis for Disclaimer of Opinion section above we are unable to state whether the representations under sub- clause (i) and (ii) of Rule 11(e) of the Companies Act (Audit and Auditors) Rules, 2014 as provided under (a) and (b), contain any material mis-statement.

. v. The Holding Company has neither declared nor paid any dividend during the year

vi. Based on our examination, which included test checks, and that performed by the respective auditors of the subsidiaries which are companies incorporated in India whose financial statements have been audited under the Act, except for the instances mentioned below, the company, subsidiaries, have used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit, we and respective auditors of the above referred subsidiaries, did not come across any instance of audit trail feature being tampered with.

• In case of PT.GVK Services Indonesia, GVK Power (Khadur Sahib) Private Limited, GVK Ratle Hydro Electric Project Private Limited, GVK Coal Singapore Developers Private Limited, no audit trial feature noted in Tally system used by said company.

• The feature of recording audit trail (edit log) facility was not enabled at the database level at GVKPIL Group to log any direct data changes for the accounting software used for maintaining the books of accounts.

As the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 became applicable from 1st April, 2023, the reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 regarding the preservation of audit trail as per the statutory requirements for record retention is applicable for the financial year ending 31st March, 2026. The Company has preserved the audit trail in accordance with the applicable statutory requirements for record retention, to the extent it was enabled and recorded in the accounting software.

Our examination of the audit trail was in the context of an audit of financial statements carried out in accordance with the Standard of Auditing and only to the extent required by Rule 11(g) of the Companies (Audit and Auditors) Rules,2014. We have not carried out any audit or examination of the audit trail beyond the matters required by the aforesaid Rule 11(g) nor have we carried out any standalone audit or examination of the audit trail.

Also refer to the Basis of Disclaimer of Opinion section of our main audit report.

4. Because of the matter described in Disclaimer of Opinion paragraph below, it is not possible for us to form an opinion on internal financial controls system with reference to financial statements of the Holding Company.

5. A companys internal financial controls with reference to 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 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 authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

6. According to the information and explanations given to us and based on our audit we draw attention to the following::

As more fully described in paragraph 2 of our main audit report on the consolidated financial statements, we were unable to obtain sufficient appropriate audit evidence regarding the completeness and accuracy of certain liabilities and commitments, including corporate guarantees extended by the Holding Company to its subsidiaries. The Holding Company is currently under Corporate Insolvency Resolution Process (CIRP) and the outcome of the process is pending. The amount which may be ultimately