We have audited the accompanying financial statements of
Gujarat Industries Power Company Limited ("the Company"),
which comprise the Balance Sheet as at March 31, 2026, the
Statement of Profit and Loss including Other Comprehensive
Income, the Statement of Changes in Equity and the Statement
of Cash Flows for the year then ended, and notes to the financial
statements, including material accounting policies and other
explanatory information (hereinafter referred to as "the financial
statements").

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid financial statements
give the information required by the Companies Act, 2013 ("the
Act") in the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards specified
under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, ('Ind AS")
and other accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31, 2026 and
total comprehensive income (comprising of profit and other
comprehensive income), changes in equity and its cash flows for
the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in
accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Act. Our responsibilities under those SAs
are further described in the Auditors' Responsibilities for the
Audit of the financial statements section of our report. We are
independent of the Company in accordance with the Code of
Ethics issued by the Institute of Chartered Accountants of India
together with the ethical requirements that are relevant to our
audit of the financial statements under the provisions of the Act
and the Rules made thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period. These matters were addressed
in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. We have determined
the matter described below to be the key audit matter to be
communicated in our report:

Information Other than the Financial Statements and Auditors'
Report Thereon

The Company's Management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the Management
Discussion and Analysis, Board's Report including annexures to
Board's Report, Business Responsibility & Sustainability Report,
Corporate Governance and Shareholder's Information, but does
not include the standalone financial statements and our auditor's
report thereon. The above-referred information is expected to be
made available to us after the date of this audit report.

Our opinion on the financial statements does not cover the
other information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the financial statements, our
responsibility is to read the other information identified above
when it becomes available and, in doing so, consider whether
the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated.

When we read the information, which will be furnished to us
after the date of auditors' report and if we conclude that there is a
material misstatement therein, we are required to communicate
the matter to those charged with governance and take appropriate
actions necessitated by the circumstances and the applicable
laws and regulations.

Responsibilities of Management and Those Charged with
Governance for the Financial Statements

The Company's Management and Board of Directors are
responsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these financial statements
that give a true and fair view of the financial position, financial
performance, total comprehensive income, changes in equity
and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) prescribed under section
133 of the Act. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the
accuracy and completeness of the accounting records, relevant to
the preparation and presentation of the financial statements that
give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the financial statements, the Management and Board
of Directors are responsible for assessing the Company's ability

to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the
Company or to cease operations, or has no realistic alternative
but to do so.

The Board of Directors is also responsible for overseeing the
Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Financial
Statements

Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditors' report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the
override of internal control.

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

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

• Conclude on the appropriateness of Management's and
Board of Directors' use of the going concern basis of
accounting and, based on the audit evidence obtained,
whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company's
ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention
in our auditors' report to the related disclosures in the

financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditors'
report. However, future events or conditions may cause the
Company to cease to continue as a going concern.

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

We communicate with those charged with governance
regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related
safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe these
matters in our auditors' report unless law or regulation precludes
public disclosure about the matters or when, in extremely
rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.

Other Matter

The comparative financial information included in these financial
statements, is based on the previously issued financial statements
for the year ended March 31, 2025 which were audited by the
predecessor auditors who, vide their report dated May 22, 2025
expressed an unmodified opinion. Our Opinion is not modified
in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

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

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

b. In our opinion, proper books of account as required by
law have been kept by the company so far as it appears
from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss
including other comprehensive income, the Statement
of Changes in Equity and the Statement of Cash Flows
dealt with by this Report are in agreement with the
books of account;

d. in our opinion, the aforesaid financial statements
comply with the Ind AS prescribed under Section 133
of the Act;

e. On the basis of the written representations received
from the directors as on March 31, 2026, taken on
record by the Board of Directors, none of the directors
is disqualified as on March 31, 2026, from being
appointed as a director in terms of Section 164(2) of the
Act;

f. with respect to the adequacy of the internal financial
controls with reference to financial statements of the
Company and the operating effectiveness of such
controls, refer to our separate report in "Annexure B";

g. with respect to the other matters to be included in the
Auditors' Report in accordance with the requirements
of section 197(16) of the Act, as amended:

In our opinion and to the best of our information
and according to the explanations given to us, the
remuneration paid by the Company to its directors
during the year is in accordance with the provisions of
section 197 of the Act; and

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

i. the Company has disclosed the impact of pending
litigations on its financial position in its financial
statements - Refer Note 45 to the financial
statements;

ii. the Company did not have any long term contracts
including derivative contracts as at March 31,2026
for which there were material foreseeable losses;

iii. We draw attention to Note No. 15 to the financial
statements, which describes the transfer of
unclaimed dividend amounting to ' 21.05 lakhs
pertaining to FY 201 7-18 to the Investor Education
and Protection Fund (IEPF) on 09^th February 2026,
which was originally due on 26^th October 2025

under Section 124(5) of the Companies Act, 2013,
resulting into delay of 107 days. As explained by
the management, it was due to technical issues on
the Ministry of Corporate Affairs' (MCA) side as
discussed in the said note. This transfer has been
subsequently approved by the IEPF Authority and
MCA without levy of any penalty or additional fees,
upon completion of the requisite approval process
and records updation.

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

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