GVK Power & Infrastructure Ltd Auditor Reports

To the Members of GVK Power & Infrastructure Limited

Report on the audit of Standalone Financial Statements

Disclaimer of Opinion

1. We were engaged to audit the accompanying Standalone Financial Statements of GVK Power & Infrastructure Limited ("the

Company" "GVKPIL"), which comprise the Standalone Balance Sheet as at March 31, 2025, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows for the year ended on that date, and notes to the Standalone Financial Statements, including material accounting policies and other explanatory information.

2. We do not express an opinion on the accompanying Standalone Financial Statements of the company. Because of the significance of the matters involving uncertainties, described in the "Basis of Disclaimer of opinion" section of our report, notwithstanding having obtained sufficient appropriate audit evidence regarding most of the individual uncertainties, it is not possible for us to form an opinion on the financialstatements due to the potential interaction of the uncertainties and their possible cumulative effect on the Standalone Financial Statements.

3. Basis for Disclaimer of Opinion

We draw your attention to following notes of the standalone financial statements: i. We draw attention to Note 54 to the Standalone Financial Statements which states that as at March 31, 2025, GVKPIL had accumulated losses. The liabilities of the company, considering the amounts not provided for are much higher than the assets of the company. One of the subsidiary company where the project has been terminated are following liquidation basis of accounting. The GVKPIL, its subsidiaries, Associates and Joint controlled entity (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. The GVKPIL 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 49 and 50 (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 Company has provided guarantees and commitments for the borrowings. 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) vide NCLT order dated July 12, 2024 and order uploaded on the portal on July 15, 2024 (Insolvency Commencement Date). These factors doubt on going concern ability of the GVKPIL. Notwithstanding the above, the financial statements of the indicatesignificant

GVKPIL have been prepared 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 standalone financial Statements and that may doubt on companys ability to continue as a going concern. Accordingly, we are unable to comment that the causesignificant management assumption of preparing these financial statements on going concern basis is appropriate

ii. We draw attention to Note No 49 to the Standalone Financial Statements regarding GVK Coal Developers (Singapore) Pte. Limited, (GVK Coal Developers) (an associate) in which the GVKPIL has investments and has receivables aggregating to

Rs.79,048 Lakhs and to whom the company along with others jointly and severally had given irrevocable and unconditional guarantee and commitments (CG) for loans up to aggregating to USD 1132.45 Million (Rs. 9,69,167 lakhs as on March 31,2025 ) 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, 2024: 155,587,500), 130,287,382 (March 31, 2024: 130,287,382) and 48,000,000 (March 31, 2024: 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.2,662 Lakhs as on March 31,2025) 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 3029 million (Rs.25,92,378 Lakhs) as of March, 2025 (March 31, 2024: USD 2,624 million (Rs. 2,187,713 lakhs)) and accumulated losses as of March, 2025 is 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 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 have filed an application under section 7 of the Insolvency and Bankruptcy Code 2016 to initiate

Corporate Insolvency Resolution Process (CIRP) against the 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 and order uploaded on the portal on July 15, 2024 (Insolvency Commencement Date). Interim Resolution professional (IRP) appointed by the Honble NCLT and IRP has taken the possession of all assets of GVKPIL. As approved by NCLT vide its order dated September 05, 2024,IRPhasbeenconfirmedas 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. 3,93,653 Lakhs from Financial Creditors of GVK Coal Developers) claims are not admitted. The Resolution professional has invited Resolution Plans and Resolution Applicants have submitted Resolution plan which will be considered by Committee of Creditors (CoC) and actual liability as per resolution plan will be determined on approval of resolution plan which the company would be liable to pay. Therefore, no accounting impact is given in the books of account and no provision has been made against admitted claims in the Standalone Financial Statements. While the GVKPIL 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 and the final outcome of the CIRP is pending. 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 the GVKPIL and the resultant impact of the same on these standalone financial Statements.

iii. We draw attention to Note 50(e) to the Standalone Financial Statements, the company (GVKPIL) has subsidiary company GVK Energy limited (GVKEL). The company assessed based on the valuation carried out and other relevant factors, no provision is considered necessary in standalone books of accounts of GVKPIL towards the carrying value of investment in GVKEL of 84120 Lakhs and Loan and trade receivables of Rs.19794 Lakhs though certain subsidiaries and joint ventures of GVKEL are facing uncertainties, detailed as below: a) We draw attention to Note 50(b) to the Standalone Financial Statements regarding GVK Power (Goindwal Sahib) Limited ("GVKPGSL"), a step-down subsidiary of GVKPIL up to 10th October 2022, as the same has been admitted into Corporate

Insolvency Resolution Process on October 10, 2022 based on petition filed by Axis Bank Ltd, one of the lenders in the consortium of GVKPGSL with the Honble NCLT, Hyderabad invoking Corporate Insolvency Resolution Process against the GVKPGSL. Interim Resolution professional appointed by NCLT has taken possession of all assets of GVKPGSL.

During the financial year 2023-24, the Resolution plan submitted by resolution applicant has been approved by the Honble

NCLT Hyderabad vide its order dated 22nd December 2023. As per the said order, the secured lenders have received

Rs.1,078 crores against their claims of Rs.6,585 Crores. i.e. with a deficit of Rs.5,507 Crores. The GVKEL has provided Corporate Guarantee to the lenders of GVKPGSL 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, oneof filedthe case against the GVKEL demanding the amount of Rs.1,494 Crores in the Honblelenders(IDBI)has

NCLT, Hyderabad and the GVKEL 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.

Considering GVKEL is in to CIRP and the outcome of the process is pending, the amount which may be ultimately payable in this regard is not determinable at this stage. Hence, no accounting impact is given in the books of account and no provision has been made in this regard in the financial statements by the management.

In view of the same, we are unable to comment on the ultimate impact of the above-mentioned matter and the liability that may be required to be recorded in the standalone financialstatements of the company. b) We draw attention to Note No. 50(c) to the Standalone Financial Statements as per which GVK Gautami Power Limited (GVKGPL), a jointly controlled entity of GVKEL has been admitted into Corporate Insolvency Resolution Process (CIRP) during the financial year 2023-24, i.e. on October 20, 2023, based on petition filed by Edelweiss Asset Reconstruction

Company Ltd, one of the lenders in the consortium of GVKGPL with the Honble NCLT, Hyderabad and the Honble NCLT Hyderabad has approved the resolution plan vide its amended order dated 03rd April 2025. As per the said order, the secured lenders have received Rs19,990 Lakhs against their claims of Rs.2,75,957 Lakhs i.e. with a deficitof Rs.2,55,967 Lakhs. GVKEL has already provided for an impairment for the full value of investment in GVKGPL of Rs 51,897 Lakhs.

GVKEL has also provided Corporate Guarantee to the lenders of GVKGPL with respect to the amount lent by them. This Corporate Guarantee has not been invoked by lenders so far (account became NPA on 1st October 2016) and no demands have been raised on GVKEL. This Corporate Guarantee may however be invoked by the Lenders of GVKGPL with respect to the amount lent by them and unpaid and lenders may submit claims to IRP. In such eventuality, GVKEL may need to reimburse the same. Considering the GVKEL is in to CIRP and the outcome of the process is pending, the amount which may be ultimately payable in this regard is not determinable at this stage. Hence, no accounting impact is given in the books of account and no provision has been made in this regard in the GVKEL books. In the light of the above, we are unable to comment upon consequential impact, if any, arising out of the same in the accompanying Standalone Financial Statements.

c) As discussed in detailed in Note 50(d) to the Standalone Financial Statements regarding annulment of settlement by Edelweiss and ARCIL with respect to their loans / NCDs to GVKEL and its subsidiary company namely 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 04, 2025.

Due to above mentioned default in the repayment of amount due on Loan / NCDs, ECL Finance Limited, Edelweiss Asset Reconstruction Company Limited, India Credit Fund II & Ecap Equities Limited (collectively referred to as "Edelweiss") (through its debentures trustee namely Catalyst Trusteeship Limited) has filedpetition with the Honble NCLT, Hyderabad invoking Corporate Insolvency Resolution Process against the company and GVK Energy Ltd. on October 21, 2022, the company has filed its replies and next hearing of the case is scheduled on July 18, 2025.

Meanwhile, during the financialyear 2023-24, AHPCL, GVKEL and GVK Power and Infrastructure Limited (GVKPIL / Holding company of GVKEL) has entered into another settlement agreement with the lenders on October 09, 2023, which requires to pay Rs 33,000 Lakhs and simple interest @12.50% pa is payable w.e.f. 1st November 2023. The entire amount along with interest is to be paid on or before 30th November 2023. The AHPCL, GVKEL and GVKPIL could not comply with the settlement terms and requested for extension of time to Edelweiss and they have extended the time till 31st July 2024 with phased payments. On 27th February24 the lead lender of Alaknanda Hydro Power Company Limited has approved the release of Rs 20,000 Lakhs out of Rs 33,000 Lakhs to be paid and Rs.13,000 Lakhs to be brought in by AHPCL, GVKEL and GVKPIL. Till date AHPCL, GVKEL and GVKPIL has paid an amount of Rs 13,000 Lakhs as agreed. As per the terms of the settlement, lenders will release the securities including the transfer of 46,60,11,000 Equity shares, each having face value of Rs.10, of AHPCL to GVKEL on payment of amount due as per the settlement agreement.

Meanwhile, the company has received the intimation from Phoenix ARC Private Limited (Phoenix ARC) vide letters dated October 14, 2024 that the Edelweiss and ARCIL have assigned the facilities to Phoenix ARC. On December 02, 2024,

Phoenix ARC has demanded for the repayment of Rs 52,261.55 Lakhs and Rs 44,680.86 Lakhs against Debentures and Loans respectively. GVK Energy requested to extend the time to settle the dues and Phoenix ARC extended the time till June 30, 2025. GVK Energy also sent a request for a settlement and Phoenix ARC yet to respond to it.

With respect to the above matter, the RP has received claims to the extent of Rs.1,16,399 Lakhs from the Phoenix ARC and RP has admitted the claims to the extent of Rs.1,05,028 Lakhs and balance claims of Rs.11,397 Lakhs are not admitted.

The Resolution professional has invited Resolution plans and Resolution applicants have been submitted Resolution plan which will be considered by CoC and actual liability as per resolution plan will be determined on approval of resolution plan which the company would be liable to pay. Therefore, no accounting impact is given in the books of account and no provision has been made against admitted claims in the Standalone Financial Statements.

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 and the additional liability that may arise in this regard if any on the Standalone financial Statements tillthe payment of dues as per settlement agreement.

Further, in the light of the above, we are unable to comment upon consequential impact, if any, arising out of the same in the accompanying Standalone financial statements

Further, in the light of the above para iii (a), (b) and (c), we are unable to comment upon consequential impact, if any, arising out of the same in the accompanying standalone financial statements with respect to the balance amount of investments, loans and trade receivables of GVKEL, aggregating to Rs.103,914 Lakhs in the books of GVKPIL.

iv. Note 53 to the Standalone 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 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 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 again 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 has been 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 13,2025.

In addition to be 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 unrelied documents and unrelied statement u/s 50 PMLA and is fixed for filing reply of Enforcement Directorate on June 19,2025.

The Audit Committee of the 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 cant be ascertained and the impact if any of the same on the standalone financial statements cannot be commented upon.

v. We draw attention to Note 52 to the Standalone 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.11,655 Lakh as on 31st March 2025. 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 GVKPIL. GVKPIL has since repaid the loan taken from Canara Bank and the bank has also acknowledged the same. However, Canara bank has not issued and has not returned the original title documents by exercising the right of general lien under sectionanoduecertificate

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) has provisionally attached the said Land property in view of investigation under 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, 2025, the status remains the same. The matter is under litigation. Pending these litigations, the recoverability of the investments made by GVKPIL in GVKSEZ of Rs.10,924 Lakhs and deferred tax asset (DTA) of Rs.Nil (As on 31st March 2024 Rs. 3352 Lakhs) recognized towards possible indexation benefits on sale of this land is not determinable.

4. Emphasis of Matter

We draw attention to Note 55 to the Standalone 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 11960 Lakh OCDs of face value Rs 10 each in Ybrant and 2500 Lakh OCDs of face value Rs 10 each in Sutara Roads & Infra Limited to GVKPIL. Against these securities both Ybrant and Sutara has already remitted Rs 137,464 lakhs. As per the terms of OCD agreement, Ybrant have the option to voluntarily redeem the OCDs anytime during the tenure of the Agreement. During the current year company has received an intimation from Ybrant & Sutara treating the 11246.40 Lakh and 2500 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 Ybrant, 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 hence reflected as investment in the books of GVKPIL.

5. Managements and Board of Directors Responsibility for the Standalone Financial Statements

The Companys Board of Directors/Resolution professional are responsible for the preparation and presentation of the

Standalone financial statements that gives a true and fair view of the net profit/loss and other comprehensive income and other financial information of the Company in accordance with the accounting principles generally accepted in India, including

Ind AS prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India. 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 judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone financialstatements that gives 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 Standalone financial by the Directors of the Company, as aforesaid.

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

The Board of Directors/RP of the Company are responsible for overseeing the financial reporting process of the Company.

6. Auditors Responsibility for the Audit of the Standalone Financial Statements

Our responsibility is to conduct an audit of the Companys 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 the audit evidence"Basis of Disclaimer of opinion" section of our report,notwithstandinghavingobtainedsufficient regarding each most of the individual uncertainties, it is not possibleforustoform financialstatements opiniononthe due to the potential interaction of the uncertainties and their possible cumulative effect on the financial statements.

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.

7. Report on Other Legal and Regulatory Requirements

7.1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government in terms of section 143 (11) of the Act, and except for the possible effects, of the matter described in the Basis for Disclaimer of Opinion section, we give in the "Annexure A", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

7.2. As required by section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the 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 7.2 (i) (vi) below we are unable to state whether 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 standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.

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 standalone financial statements comply with the Indian Accounting Standards specified under section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 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 any adverse effect on the functioning of the

f) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the

Board of Directors, none of the directors is disqualified as on March 31, 2025 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 7.2.(i) (vi) below on reporting under Rule 11(g). h) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B". 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, in our opinion and to the best of our information and according to the explanations given to us:

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 company has disclosed the impact of pending litigations on its financial position in its standalone financial statements Refer notes 26(b)&(c) to the 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 company has long term contracts as at March 31, 2025 for which there were no material foreseeable losses. Also, the company did not have any derivative contracts as at March 31, 2025.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31, 2025;

iv. (a) The Management has represented and refer note no. 43 to the standalone financial statements, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, 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 and refer note no. 43 to the standalone financial statements, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures performed 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) as provided under (a) and (b) above, contain any material mis-statement. v. The Company has neither declared nor paid any dividend during the year vi. Based on our examination, which included test checks, except for the instance mentioned below, the company 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 yearforallrelevanttransactionsrecordedinthesoftware.Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with.

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

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 forrecordretentionisapplicableforthefinancialyear ending 31st March, 2025. 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.

Annexure A to Independent Auditors Report on the Standalone Financial Statements of GVK Power & Infrastructure Limited for the year ended 31 March 2025

Referred to in paragraph 7.1 under ‘Report on Other Legal and Regulatory Requirements Section of our report of even date to the members of GVK Power & Infrastructure Limited on the standalone financial statements for the year ended March 31, 2025

To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that;

i. Property, Plant and Equipment and Intangible Assets

a) A. The Company has maintained proper records showing full particulars including quantitative details and situtation of Property, Plant and Equipment;

B. The Company does not have intangible assets, therefore, the provision of paragraph 3(i)(a)(B) of the Order is not applicable to the Company;

b) Property, Plant and Equipment were physically verified by the Management during the year and no material discrepancies were noticed on such verification for material items.

c) There is no Immovable Property in the books of accounts of the Company. Accordingly, the provision of paragraph 3(i)(c) of the Order is not applicable to the Company.

d) The Company has not revalued its Property and Plant and Equipment during the year.

e) As disclosed by the management in Note 38 of the standalone financial statements, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2025 for holding any benami property under the Benami

Transactions (Prohibition) Act, 1988 (45 of 1988) (as amended in 2016) and rules made there under.

ii. Inventories

a) The company does not have any inventory. Hence, reporting under clause 3(ii) (a) of the order is not applicable.

b) The Company has not been sanctioned any working capital limits, in aggregate, during the year, from banks or financial institutions on the basis of security of current assets. Hence, reporting under clause 3(ii) (b) of the order is not applicable.

iii Loans, Investments, Guarantees, Securities and Advances in nature of Loan

(a) The Company has provided loans to subsidiaries / joint ventures / associates during the year. The details of the same are given below

Aggregate amounts during the year Particulars	Guarantees	Amount (Rs in Lakhs) Loan	Investments
Subsidiaries	0	9,130	4
Related parties other than above	0	0	0
Total	0	9,130	4
Balances outstanding in the year
Subsidiaries	0	19,690	95,077
Associates	4,74,892	0	0
Related parties other than above	0	1,609	0
Others	0	0	7,136
Total	4,74,892	21,299	1,02,213

(b) The company has given loans to relating parties which are repayable on demand. Considering the Basis of Disclaimer as given in Audit Report and the reasons described there in, we are not in a position to comment whether the terms and conditions of the loans granted and investments made during the year are not prejudicial to the interest of the Company. (c) In the case of loans given, no schedule for repayment of principal and payment of interest has been stipulated by the company. Hence, we do not make any comment on the regularity of repayment of principal and payment of interest and overdue amount, if any, in this regard.

(d) There is an overdue amount for more than ninety days as at Balance Sheet date in respect of loans given to related parties as detailed below:

Name of the party	Principal Amount Overdue	Interest Overdue	Total Overdue
Crescent EPC Projects and Technical Services Limited	758.71	2.81	761.52

As informed by th Management, resolution professional is following up with related party for recovery of the amount.

(e) There is no loan given falling due during the year, which has been renewed or extended or fresh loans given to settle the overdues of existing loans given to the same party.

(f) As mentioned in Para c above, the company has granted loans to one company as per the summary given below, which are either repayable on demand or without specifying any terms or period of repayment during the year.

(Figures are in lakhs)

Particulars	All Parties	Promoters	Related Parties
Aggregate amount of loans/advances in nature of loans granted during the year	9,130	0	9,130
Percentage of aggregate loans/advances in nature of loans to the total loans	100%	0	100%

(iv) Compliance of Sec. 185 & 186

The Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it.

(v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public to which the directives issued by the Reserve Bank of India and the provisions of section 73 to 76 or any other relevant provisions of the Act and the Rules framed there under apply. Accordingly, the provision of paragraph 3(v) of the Order is not applicable to the Company. vi. The Central Government has not prescribed the maintenance of cost records under sub section (1) of section 148 of the Companies

Act. Accordingly, the provision of paragraph 3(vi) of the Order is not applicable to the Company.

(vii) Statutory Dues a. The Company has generally been regular in depositing its undisputed statutory dues including Goods and Service tax, Provident Fund, Employees State insurance, Income-tax, Custom duty, Cess and other relevent material statutory dues, which are accounted in its books of account.

There are no undisputed amounts payable in respect of above statutory dues, which were in arrears as at 31 March 2025 for a period of more than six months from the date they become payable.

b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on March 31, 2025 on account of disputes are given below;

Name of the statute	Nature of dues	Amount (Rs. in lakhs)	Period to which the amount relates	Forum where the dispute is pending
The Finance Act, 1994	Service tax	279	July 01, 2003 to September 30,2008	High court
The Finance Act, 1994	Service tax	111	October 1, 2008 to September 30, 2009	High court
The Finance Act, 1994	Service tax	149	October 1, 2009 to September 30, 2010	High court
The Finance Act, 1994	Service tax	444	June 1, 2009 to March 31 2012	High court
The Finance Act,1994	Service tax	170	April 1, 2012 to March 31, 2013	High court
The Finance Act,1994	Service tax	164	April 1, 2013 to March 31, 2014	High court

viii. As disclosed by the management in note 45 of the standalone financial statements and as verified by us, there were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

(ix) Application & Repayment of Loans & Borrowings

(a) The Company has not defaulted in the repayment of loans or other borrowings to any lender, during the year. These borrowings are interest free repayable on demand taken from related parties. Please also refer Para 3(i) of Basis of Disclaimer of Opinion section above in our report.

(b) As disclosed by the management in note 39 of the standalone financial statements, the Company has not been declared as willful defaulter by any bank or financial institution or other lender.

(c) The company has not taken any term loan during the year and there are no outstanding term loan at the beginning of the year and hence, reporting under clause 3(ix) (c) of the Order is not applicable.

(d) On an overall examination of the financial statements of the company, we report that, funds raised on short-term basis have been used for long term purposes. Please also refer Para 3 Basis of Disclaimer of Opinion section above in our report.

(e) The Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries. Accordingly, the provision of paragraph 3(ix)(e) of the Order is not applicable to the Company.

(f) The Company has not raised loans during the year on the pledge of securities held in its subsidiaries. Accordingly, the provision of paragraph 3(ix)(f) of the Order is not applicable to the Company.

(x) Application of funds raised through Public Offer

(a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). Accordingly, the provision of paragraph 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 or fully or partly convertible debentures during the year. Accordingly, the provision of paragraph 3(x)(b) of the Order is not applicable to the Company.

(xi) Fraud a) Except as described below, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed nor reported during the year, nor have we been informed of such case by the Management. Refer paragraph 3(iv) of our main audit report and as disclosed in note 53 to the standalone financial statements, 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 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 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 again 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 has been 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 13,2025.

In addition to be 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 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 unrelied documents and unrelied statement u/s 50 PMLA and is fixed for filing reply of Enforcement Directorate on June 19,2025.

We are unable to comment whether any fraud has been committed by the Company or any fraud was committed by the officers and employees of the Company, on the Company.

b) As represented to us by the management, there were no whistle blower complaints received during the year by the Company.

(xii) The Company is not a Nidhi Company and hence reporting under paragraph 3 (xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examinations of the records of the Company, transactions entered into with the related parties upto the date of commencement of CIRP date (NCLT order date July 12, 2024 and order uploaded on the portal on July 15, 2024 - Insolvency commencement date) are in compliance with sections 177 and 188 of the Act, where applicable. Post CIRP date Audit Committee was dissolved and the Board chaired by Resolution Professional (RP) has further reviewed the list of Related party transactions that were previously approved on 28th May, 2024 and the actual amounts spent during the financial year 2024-25 against the approved limits and taken note of the same. The details of such related party transactions have been disclosed in the standalone Ind AS financial statements as required under Indian Accounting Standard (Ind AS) 24, ‘Related Party Disclosures specified under Section 133 of the Act.

(xiv) Internal Audit

(a) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered the reports of the internal auditors issued to the Company for the period under audit.

(xv) During the year, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors. Accordingly, reporting under paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) Registration u/s 45-IA of RBI Act

(a) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, reporting under paragraph 3(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 as per the Reserve Bank of India

Act, 1934. Accordingly, reporting under paragraph 3(xvi)(b) of the Order is not applicable to the Company.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, reporting under paragraph 3(xvi)(c) of the Order is not applicable to the Company.

(d) As represented to us, the Group does not have any CIC as part of the Group.

(xvii) The company has incurred cash losses of Rs 21 Lakhs during the current financial year covered by our audit and there are no cash losses in the immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, reporting under paragraph 3(xviii) of the

Order is not applicable to the Company.

(xix) On the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements including note no.37 to the standalone financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, we are of the opinion that a material uncertainty exists with respect to going concern as on the date of audit report as mentioned in Para 3 of our Audit Report on the Standalone Financial Statements.

(xx) As disclosed by management in note 41 of the standalone financial statements, the company was not required to spend on

Corporate Social Responsibility (CSR) during the year in view of the continuing losses during the last three years and there is no unspent amount towards Corporate Social Responsibility (CSR) under sub-section (5) of section 135 of the Act pursuant to any project. Accordingly, clauses 3(xx) (a) and 3(xx)(b) of the Order are not applicable.

Annexure B to the Independent Auditors Report on the standalone financial statements of GVK Power & Infrastructure Limited for the year ended 31 March 2025

Referred to in paragraph 7.2(h) of the Independent Auditors Report of even date to the members of GVK Power & Infrastructure

Limited on the Standalone Financial Statements for the year ended March 31, 2025

Report on the Internal Financial Controls with reference to the aforesaid Standalone Financial Statements under Clause (i) of Sub-section 3 of Section 143 of the Act

1. In conjunction with our audit of the Standalone Financial Statements of the Company as of and for the year ended March 31, 2025, we have audited the Internal Financial Controls with reference to financial statements of GVK Power & Infrastructure Limited erred to as "the Company"). ref (hereinafter

Managements and Board of Directors Responsibility for Internal Financial Controls with reference to financial statements

2. The respective Board of Directors of the company, to whom reporting under clause (i) of sub section 3 of Section 143 of the Act in respect of the adequacy of the internal financial controls with reference to financial statements, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on "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 respective 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 Act.

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

Auditors Responsibility

3. Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit conducted in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by ICAI and the Standards on Auditing deemed to be prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI.

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 Company.

Meaning of Internal Financial Controls with reference to financial statements

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.

Basis for Disclaimer of Opinion

6. According to the information and explanations given to us and based on our audit, we draw attention to the following: 7. As more fully described in paragraph 3 of our main audit report on the standalone financialstatements, we were unable to obtain sufficientappropriate audit evidence regarding the completeness and accuracy of certain liabilities and commitments, including corporate guarantees extended by the Company to its subsidiaries. The Company is currently under Corporate Insolvency

Resolution Process (CIRP) and the outcome of the process is pending. The amount which may be ultimately payable in this regard is not determinable at this stage. Hence, no accounting impact is given in the books of account and no provision has been made in this regard in the financial statements. Consequently, we were unable to perform necessary audit procedures to assess whether the Company had adequate internal controls over financial reporting relating to recognition and measurement of such liabilities and commitments.

Disclaimer of Opinion

8. Because of the significance of the matters involving uncertainties, described in the "Basis of Disclaimer of opinion" paragraph above, notwithstanding having obtained sufficient not possible for us to form an opinion whether the Company had adequate internal financial financial statements and whether such internal financial controls were internal control with reference to standalone financial statements 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 ICAI.

9. We have considered the disclaimer reported above in determining the nature, timing, and extent of audit tests applied in our audit of the standalone financial statements of the Company for the year ended March 31, 2025, and the disclaimer has affected our opinion on the financial statements of the standalone Company and we have issued a disclaimer of opinion on the statements for the year ended on that date. (Refer the Basis of Disclaimer of Opinion section of the main audit report.)

	For T R Chadha & Co LLP
	Chartered Accountants
	Firm Registration Number: 006711N/N500028
	Sheshu Samudrala
Date: 30.05.2025	Partner
Place: Hyderabad	Membership No. 235031
	UDIN: 25235031BMNRBU7680