Auditor Report of K P Energy Ltd.

Mar 31, 2025

We have audited the accompanying Standalone
Financial Statements of K.P. ENERGY LIMITED ("the
Company”), which comprise the Balance Sheet as
at March 31, 2025, 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 ended on that date, and notes
to the Financial Statements, including a summary of
the material accounting policies and other explanatory
information (hereinafter referred to as "Standalone
Financial Statements ”).

In our opinion and to the best of our information
and according to the explanations given to us, the
Standalone 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
prescribed 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, 2025, the

profit and total 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 Standalone Financial
Statements in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of
the Act. Our responsibilities under those Standards
are further described in the Auditor’s Responsibility
for the Audit of the Standalone Financial Statements
section of our report. We are independent of the
Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India
(ICAI) together with the ethical requirements that
are relevant to our audit of the Standalone 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 ICAI’s Code of Ethics. We believe
that the audit evidence we obtained is sufficient and
appropriate to provide a basis for our audit opinion on
the Standalone Financial Statements.

KEY AUDIT MATTERS

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

Sr. No.	Key Audit Matter (KAM)	How the matter was addressed in our Audit?
1	Revenue recognition - Fixed price (EPCC) development contracts The Company, inter alia, engages in Fixed-price (EPCC) development contracts, where, revenue is recognized using the milestone computed as per the input method based on management’s estimate of contract costs. We have identified revenue recognition of fixed price development contracts as a KAM considering there is an inherent risk around the accuracy of revenues given the customized and complex nature of these project development contracts.	Our audit procedures on revenue recognized from fixed price contracts include obtaining an understanding of the systems, processes and controls implemented by management for recording and calculating revenue. We have tested that the revenue recognized is in accordance with the Indian Accounting Standard by evaluating identification of performance obligations. We have also tested management’s estimation of contract cost and the obligations, if any. We have observed that the estimates of cost to complete were reviewed and approved by the appropriate levels of Management.

Sr. No.	Key Audit Matter (KAM)	How the matter was addressed in our Audit?
2	Evaluation of procedure for recognizing the revenue from sale of power The Company has adopted the procedure for recognizing the revenue from sale of power as unbilled revenue at the initial stage on monthly basis and once the confirmation is received from the customer and the regulatory authority in respect of the actual units of electricity transmitted, the Company raises invoice to the client and the same is adjusted against the unbilled revenue booked earlier.	We have obtained the actual invoice raised by the Company after receipt of the confirmation from the regulatory authority and the customers, certificate of share of electricity generated by the GETCO - State Load Dispatch Centre on monthly basis, calculations of Wheeling Loss on monthly basis issued by the Electricity Company to the client. We have matched the documents and correlate the same with the unbilled revenue booked on monthly basis. The unbilled revenue appearing as on 31st March 2025 would be offset only after the receipt of the above documentary evidences from the respective authorities and the customers which would be settled in the subsequent F.Y. and to that extent, there is the possibility that the revenue booked as unbilled revenue can be varied.
3	Right of Way Expenses incurred during the course of the development of EPC contracts The Company has, inter alia, incurred considerable amount on Right of Way expenses during the course of the development of EPC contracts. These costs comprise of the compensation paid to various individuals on whose lands the transmission towers are to be erected and the stringing of transmission lines were carried out. The compensation was paid to the individuals for the loss of standing crops on the respective lands.	Our audit procedures include the verification of payment details to various individuals, land records i.e 7/12 of the land to identify the actual owners or co-owners as the case may be along with the authorization trails of the management along with the control mechanism adopted by the management with its adequate implementation of the same. We have obtained the payment vouchers or the agreements entered into by the Company with these individuals directly or through any agent as the case may be. We have verified the payment vouchers and agreements on test check basis to identify the actual person to whom the compensation was paid by the Company and also verified the consent of other co-owners where the compensation was paid to one of the co-owners. The Company has accounted for all the amounts which were paid as compensation to these individuals and charged the same to the revenue, however, in the case of the compensation paid in the month of March 2025, the payment vouchers with proper authorization have been produced before us and in such cases, the agreements were remained to be executed. Till the date of our audit report, the said agreements are yet to be executed.

INFORMATION OTHER THAN THE FINANCIAL
STATEMENTS AND AUDITOR''S REPORT
THEREON

• The Company’s Board of Directors is responsible
for the other information. The other information
comprises the information included in the
Board’s Report, but does not include Financial
Statement, and our auditor’s report thereon.

• Our opinion on the Standalone Financial
Statements does not cover the other information,
and we do not express any form of assurance
conclusion thereon.

¦ In connection with our audit of the Standalone
Financial Statements, our responsibility is to read
the other information and, in doing so, consider
whether the other information is materially
inconsistent with the Standalone Financial
Statements or our knowledge obtained during
the course of our audit or otherwise appears to
be materially misstated.

¦ If, based on the work we have performed, we
conclude that there is a material misstatement
of this other information, we are required to
report that fact. We have nothing to report in
this regard.

RESPONSIBILITIES OF MANAGEMENT AND
BOARD OF DIRECTORS FOR THE STANDALONE
FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible
for the matters stated in section 134(5) of the Act
with respect to the preparation of these Standalone
Financial Statements that give a true and fair view
of the financial position, financial performance,
including other comprehensive income, changes in
equity and cash flows of the Company in accordance
with the accounting principles generally accepted in
India, including Ind AS specified 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 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 Standalone
Financial Statements that give a true and fair view
and are free from material misstatement, whether
due to fraud or error.

In preparing the Standalone Financial Statements,
Management 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 the Board of Directors
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

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

AUDITOR''S RESPONSIBILITY FOR THE
AUDIT OF THE STANDALONE FINANCIAL
STATEMENTS

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

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

• Identify and assess the risks of material
misstatement of the Standalone Financial
Statements, whether due to fraud or error,

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

• Obtain an understanding of internal financial
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
Standalone 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 the Management.

• Conclude on the appropriateness of
Management’s 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 auditor’s report to the
related disclosures in the Standalone 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 auditor’s report. However, future events or
conditions may cause the Company to cease to
continue as a going concern.

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

Materiality is the magnitude of misstatements in the
Standalone Financial Statements that, individually or
in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the
Standalone Financial Statements may be influenced.
We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work
and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in
the Standalone Financial Statements.

We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit, as well as significant audit
findings, including any significant deficiencies in
internal financial controls 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.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

1. As required by Section 143(3) of the Act, based

on our audit, we report that:

A. We have sought and obtained all the
information and explanations that, 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, Statement of Changes in Equity,
and Cash Flow Statement dealt with by
this Report are in agreement with the
books of account.

D. In our opinion, the aforesaid Standalone
Financial Statements comply with the
Ind AS specified under Section 133 of the
Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.

E. 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.

F. With respect to the adequacy of the
internal financial controls over financial
reporting of the Company and operating
effectiveness of such controls, refer to
our separate report in "Annexure B".
Our report expresses an unmodified
opinion on the adequacy and operating
effectiveness of the Company’s internal
financial controls over financial reporting.

G. In our opinion and to the best of our
information and according to the
explanation 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.

H. With respect to the other matters to
be included in the Auditor’s 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:

a) The Company has disclosed the
impact of pending litigations as on
31^st March, 2025 on its financial
position in its Standalone Financial
Statements - Refer Note 34 to the
Standalone Financial Statements.

b) The Company did not have any long¬
term contracts, including derivative
contracts, for which there were any
material foreseeable losses.

c) There were no amounts that were
required to be transferred to the
Investor Education and Protection
Fund by the Company.

d) (I) The Management has

represented that, to the best
of its knowledge and belief,
no funds have been advanced
or loaned or invested (either
from borrowed funds or
share premium or any
other sources or kind of
funds) by the Company to
or in any other persons or
entities, 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 (“Ultimate

Beneficiaries”) by or on behalf
of the Company or provide any
guarantee, security, or the like
to or on behalf of the Ultimate
Beneficiaries.

(II) The Management has
represented that, to the best
of its knowledge and belief, no
funds have been received by
the Company from any persons
or entities, including foreign
entities (“Funding Parties”),
with the understanding,
whether recorded in writing or
otherwise, that the Company

shall, directly or indirectly,
lend or invest in other persons
or entities identified in any
manner whatsoever ("Ultimate
Beneficiaries”) by or on behalf
of the Funding Party or provide
any guarantee, security, or the
like from or on behalf of the
Ultimate Beneficiaries; and

(III) Based on such audit
procedures as considered
reasonable and appropriate
in the circumstances, nothing
has come to our notice that
has caused us to believe
that the representations
under subclause (d) (i) and
(d) (ii) contain any material
misstatement.

e) As stated in Note 12 to the

Standalone Financial Statements:

(a) The final dividend proposed in
the previous year, declared and
paid by the Company during
the year, is in accordance with
Section 123 of the Act, as
applicable.

(b) The Interim Dividend declared
and paid by the Company
during the year and until
the date of this report is in
compliance with the Section
123 of the Act.

(c) The Board of Directors of the
Company have proposed final
dividend for the year, which
is subject to the approval of
the members at the ensuring
Annual General Meeting. The
amount of dividend proposed
is in accordance with Section
123 of the Act, as applicable.

f) Based on our examination,
which included test checks,
the Company has used
accounting software systems
for maintaining its books
of account for the financial
year ended March 31, 2025
which have the feature of
recording audit trail (edit
log) facility and the same has
operated throughout the year
for all relevant transactions
recorded in the software
systems. Further, during the
course of our audit we did not
come across any instance of
the audit trail feature being
tampered with and the audit
trail has been preserved by the
Company as per the statutory
requirements for record
retention.

2. Reporting as required by the Companies
(Auditor’s Report) Order, 2020 ("the Order”)
issued by the Central Government in terms
of Section 143(11) 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.

For MAAK and Associates

Chartered Accountants

Firm Registration No. 135024W

Kenan Satyawadi

Partner

Membership No. 139533
UDIN: 25139533BMLCXU5706

Place: Ahmedabad
Date: May 14, 2025

---

Mar 31, 2024

K.P. ENERGY LIMITED

Report on the Standalone Financial Statements

OPINION

We have audited the accompanying standalone financial statements of K.P. ENERGY LIMITED ("the Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows for the year ended on that date, and a summary of the material accounting policies and other explanatory information (hereinafter referred to as "the Standalone Financial Statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed 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, 2024, the profit and total 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 standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the standalone 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 ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

KEY AUDIT MATTERS

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

Sr. No.	Key Audit Matter (KAM)	How the matter was addressed in our Audit?
1.	Revenue recognition - Fixed price (EPCC) development contracts The Company, inter alia, engages in Fixed-price (EPCC) development contracts, where, revenue is recognized using the milestone computed as per the input method based on management''s estimate of contract costs. We have identified revenue recognition of fixed price development contracts as a KAM considering there is an inherent risk around the accuracy of revenues given the customized and complex nature of these project development contracts.	Our audit procedures on revenue recognized from fixed price contracts include obtaining an understanding of the systems, processes and controls implemented by management for recording and calculating revenue. We have tested that the revenue recognized is in accordance with the Indian Accounting Standard by evaluating identification of performance obligations. We have also tested management''s estimation of contract cost and the obligations, if any. We have observed that the estimates of cost to complete were reviewed and approved by the appropriate levels of Management.
2.	Evaluation of procedure for recognizing the revenue from sale of power The Company has adopted the procedure for recognizing the revenue from sale of power as unbilled revenue at the initial stage on monthly basis and once the confirmation is received from the customer and the regulatory authority in respect of the actual units of electricity transmitted, the Company raises invoice to the client and the same is adjusted against the unbilled revenue booked earlier.	We have obtained the actual invoice raised by the Company after receipt of the confirmation from the regulatory authority and the customers, certificate of share of electricity generated by the GETCO - State Load Dispatch Centre on monthly basis, calculations of Wheeling Loss on monthly basis issued by the Electricity Company to the client. We have matched the documents and correlate the same with the unbilled revenue booked on monthly basis. The unbilled revenue appearing as on March 31, 2024 would be offset only after the receipt of the above documentary

Sr. No. Key Audit Matter (KAM)	How the matter was addressed in our Audit?
evidences from the respective authorities and the customers which would be settled in the subsequent F.Y. and to that extent, there is the possibility that the revenue booked as unbilled revenue can be varied.
3. Right of Way Expenses incurred during the course of the development of EPC contracts The Company has, inter alia, incurred considerable amount on Right of Way expenses during the course of the development of EPC contracts. These costs comprise of the compensation paid to various individuals on whose lands the transmission towers are to be erected and the stringing of transmission lines were carried out. The compensation was paid to the individuals for the loss of standing crops on the respective lands.	Our audit procedures include the verification of payment details to various individuals, land records i.e 7/12 of the land to identify the actual owners or co-owners as the case may be along with the authorization trails of the management along with the control mechanism adopted by the management with its adequate implementation of the same. We have obtained the payment vouchers or the agreements entered into by the Company with these individuals directly or through any agent as the case may be. We have verified the payment vouchers and agreements on test check basis to identify the actual person to whom the compensation was paid by the Company and also verified the consent of other coowners where the compensation was paid to one of the co-owners.
	The Company has accounted for all the amounts which were paid as compensation to these individuals and charged the same to the revenue, however, in the case of the compensation paid in the month of March 2024, the payment vouchers with proper authorization have been produced before us and in such cases, the agreements were remained to be executed. Till the date of our audit report, the said agreements are yet to be executed.

MANAGEMENT''S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS 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 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the 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 are responsible for overseeing the Company''s financial reporting process.

AUDITOR''S RESPONSIBILITY 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 auditor''s 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 financial controls 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 system 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 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 auditor''s 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 auditor''s 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.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. 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, Statement of Changes in Equity and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters to be included in the Auditor''s 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. The Company has disclosed the impact of pending litigations as on March 31, 2024 on its financial position in its standalone financial statements - Refer Note 31 to the standalone financial statements.

The Company has following pending litigations:

1. Public Interest Litigation No. 85 of 2016 at High Court of Gujarat

2. Public Interest Litigation No. 241 of 2018 at High Court of Gujarat

3. Special Civil Application No. 9120 of

2017 at High Court of Gujarat

4. Special Civil Application No. 6303 of 2020 at High Court of Gujarat

5. Special Civil Application No. 1050 of 2020 at High Court of Gujarat

6. Special Civil Application No. 17093 of

2018 at High Court of Gujarat

7. Special Civil Application No. 6832 of 2020 at High Court of Gujarat

8. Public Interest Litigation No. 88 of 2023 at High Court of Gujarat

9. Assessment Proceedings with Assessment Unit, Income tax department for AY 2019-20 amounting to ''179.94 Lakhs under Section 147 read with Section 144B of the Income Tax Act, 1961.

ii. The Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that,

to the best of its knowledge and belief, 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 entity ("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;

(c) Based on the audit procedures that have been considered reasonable and appropriate in their circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. As stated in Note 12 to the Standalone Financial Statements:

(a) The final dividend proposed in the previous year, declared and paid by the Company during the year, is in accordance with Section 123 of the Act, as applicable.

(b) The Interim Dividend declared and paid by the Company during the year and until the date of this report is in compliance with the Section 123 of the Act.

(c) The Board of Directors of the Company have proposed final dividend for the year, which is subject to the approval of the members at the ensuring Annual General Meeting. The amount of dividend proposed is in accordance with Section 123 of the Act, as applicable.

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024, 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 did not come across any instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

2. 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 Companies Act, 2013, we give in the "Annexure-A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

3. As required with reference to the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act”), we give in the "Annexure-B" a statement on the matters specified to the extent applicable.

For MAAK and Associates

Chartered Accountants FRN: 135024W

Marmik Shah

Partner

Place: Ahmedabad Membership No: 133926

Date: 22-04-2024 UDIN: 24133926BKCJOI6792

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Mar 31, 2023

Independent Auditor''s Report

TO THE MEMBERS OF
K.P. ENERGY LIMITED

Report on the Standalone Financial Statements

OPINION

We have audited the accompanying standalone financial
statements of K.P. ENERGY LIMITED ("the Company”),
which comprise the Balance Sheet as at March 31, 2023, the
Standalone Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone Statement of
Changes in Equity and the Standalone Statement of Cash
Flows for the year ended on that date, and a summary of
the significant accounting policies and other explanatory
information (hereinafter referred to as "the standalone
financial statements”).

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013 ("the Act”) in the manner so required
and give a true and fair view in conformity with the Indian
Accounting Standards prescribed 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, 2023, the profit and total
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 standalone financial
statements in accordance with the Standards on

Auditing specified under Section 143(10) of the Act (SAs).
Our responsibilities under those Standards are further
described in the Auditor''s Responsibilities for the Audit of
the Standalone Financial Statements Section of our report.
We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered
Accountants of India (ICAI) together with the independence
requirements that are relevant to our audit of the
standalone 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 ICAI''s 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
standalone financial statements of the current period.
These matters were addressed in the context of our audit
of the standalone financial statements as a whole, and
in forming our opinion thereon, and we do not provide a
separate opinion on these matters. We have determined
the matters described below to the Key Audit Matters to be
communicated in our report.

MANAGEMENT''S RESPONSIBILITY FOR THE
STANDALONE FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect to
the preparation of these standalone financial statements
that give a true and fair view of the financial position,
financial performance, total comprehensive income,
changes in equity and cash flows of the Company
in accordance with the Ind AS 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 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
standalone financial statements that give a true and fair
view and are free from material misstatement, whether due
to fraud or error.

In preparing the standalone financial statements,
management is responsible for assessing the 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 are responsible for overseeing the
Company''s financial reporting process.

AUDITOR''S RESPONSIBILITY 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 auditor''s 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 financial controls
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 system 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
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 auditor''s 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 auditor''s 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.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

1. 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 and Cash Flow Statement dealt with by this
Report are in agreement with the books of account
and returns.

d) In our opinion, the aforesaid standalone financial
statements comply with the Ind AS specified under
Section 133 of the Act.

e) On the basis of the written representations
received from the directors as on March 31, 2023
taken on record by the Board of Directors, none of
the directors is disqualified as on March 31, 2023
from being appointed as a director in terms of
Section 164(2) of the Act.

f) With respect to the other matters to be included in
the Auditor''s 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. The Company has disclosed the impact of
pending litigations as on March 31, 2023 on
its financial position in its standalone financial
statements - Refer Note 33 to the standalone
financial statements.

The Company has following pending litigations:

1. Public Interest Litigation No. 85 of 2016 at
High Court of Gujarat.

2. Public Interest Litigation No. 241 of 2018 at
High Court of Gujarat.

3. Special Civil Application No. 9120 of 2017 at
High Court of Gujarat.

4. Special Civil Application No. 6303 of 2020
at High Court of Gujarat.

5. Special Civil Application No. 1050 of 2020
at High Court of Gujarat.

6. Special Civil Application No. 17093 of 2018
at High Court of Gujarat.

7. Special Civil Application No. 6832 of 2020
at High Court of Gujarat.

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable losses.

iii. There were no amounts which were required
to be transferred to the Investor Education and
Protection Fund by the Company.

iv. (a) The management has represented that,

to the best of it''s knowledge and belief,
other than as disclosed in the notes to the
accounts, no funds have been advanced or
loaned or invested (either from borrowed
funds or share premium or any other
sources or kind of funds) by the Company
to or in any other person(s) or entity(ies),
including foreign entities ("Intermediaries”),
with the understanding, whether recorded
in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or
invest in other persons or entities identified
in any manner whatsoever by or on behalf
of the Company ("Ultimate Beneficiaries”)

company is in compliance with Section 123
of the Companies Act, 2013.

or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries.

(b) The management has represented, that,
to the best of it''s knowledge and belief,
other than as disclosed in the notes to the
accounts, no funds have been received
by the Company from any person(s)
or entity(ies), including foreign entities
("Funding Parties”), with the understanding,
whether recorded in writing or otherwise,
that the Company shall, whether, directly
or indirectly, lend or invest in other persons
or entities identified in any manner
whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and

(c) Based on such audit procedures performed
that have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused
them to believe that the representations
under sub-clause (i) and (ii) contain any
material misstatement.

(d) The Final dividend and Interim dividend
declared and paid during the year by the

(e) Proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 for maintaining
books of account using accounting
software which has a feature of recording
audit trail (edit log) facility is applicable
to the Company w.e.f. April 1, 2023, and
accordingly, reporting under Rule 11(g) of
Companies (Audit and Auditors) Rules,
2014 is not applicable for the financial year
ended March 31, 2023.

2. 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 Companies Act, 2013, we give in the "Annexure-A"
a statement on the matters specified in paragraphs 3
and 4 of the Order, to the extent applicable.

3. As required with reference to the Internal Financial
Controls under Clause (i) of Sub-section 3 of
Section 143 of the Companies Act, 2013 ("the Act”), we
give in the "Annexure-B" a statement on the matters
specified to the extent applicable.

For MAAK and Associates

Chartered Accountants
FRN: 135024W

Marmik Shah

Partner

Place: Ahmedabad Membership No: 133926

Date: May 19, 2023 UDIN: 23133926BGWERV3421

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Mar 31, 2018

Report on the Standalone Financial Statements

We have audited the accompanying Standalone Financial Statements of K. P ENERGY LIMITED (“the company”), which comprise the Balance Sheet as at 31 March 2018, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, financial performance and cash flows of the Company 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, 20 14. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Standalone Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Standalone Financial Statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Standalone Financial Statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the Standalone Financial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Standalone Financial Statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2018;

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 201 6 (“the Order”), issued by the Central Government of India in terms of sub-section (1 1) of Section 143 of the Act, we give in the ‘Annexure-A’, a statement on the matters specified in the paragraph 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 appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on 31 March, 201 8, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 201 8, from being appointed as a director in terms of Section 1 64(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

g) With respect to the other matters included in the Auditor’s Report in accordance with Rule 1 1 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i.The Company has no pending litigations, which would impact its financial position.

ii.The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses

iii.There has been no delay in transferring amounts, required to be transferred, to Investor Education and Protection fund by the Company. However, the company has transferred the amount of Dividend of Rs. 17,10,000/- declared as final dividend at Re. 0.20 per share in AGM Dt. 23/09/2017 in separate bank account after the prescribed time limit as specified U/S. 123 of The Companies Act, 2013 and also out of total dividend declared and paid, Rs. 250/- were unclaimed dividend which was also transferred to separate bank account after the prescribed time limit as per Sec. 124 of The Companies Act, 2013.

Annexure A referred to in paragraph 1 under the heading Report on other legal and regulatory requirements of our report of even date Re: K. P ENERGY LIMITED

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. All fixed assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c. According to the information and explanations given by the management, the title deeds of immovable properties included in fixed assets are held in the name of the Company.

a. The management has conducted physical verification of inventory except goods-in-transit at reasonable intervals during the year.

b. The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

According to the information and explanations given to us, the Company has not granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 1 89 of the Companies Act, 2013. Accordingly, provisions of clauses 3(iii) (a), (b) & (c) of the Order are not applicable to the Company and hence not commented upon.

IV In our opinion and according to the information and explanations given to us, the company does not have any transactions to which the provisions of Section 1 85 apply. The company has complied with the provisions of Section 186 of the Act, with respect to the loans, investments, guarantees and security.

V The Company has not accepted any deposits from the public. Hence, the provisions of Sections 73 to 76 or any other relevant provisions of The Companies Act and rules framed there under are not applicable. The provisions of clause 3(v) of the Order are not applicable to the Company and hence not commented upon.

VI We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the Central Government for the maintenance of the cost records U/S. 148(1) of the Companies Act, 2013, related to the activities carried out by the Company , and are of the opinion that prima facie, the specified accounts and records have been made and maintained. We have not, however, made a detailed examination of the same.

VII a. During the year the company has not deposited undisputed statutory dues in respect of Provident Fund, Income Tax, Service tax, GST, Dividend Distribution Tax , TDS etc. in time.

b. According to the information and explanations given to us, Rs. 42,22,150/- are outstanding for more than 6 months as on the balance sheet date in respect of undisputed SGST and CGST from the date they became payable.

VIII Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks and Financial Institution. The Company had no Debentures issued or outstanding during the year.

IX The company did not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. In our opinion and according to the information and explanations given to us, the term loan, bank CC & SLC facilities and mortgage loan taken by the company have been applied for the purposes for which they raised.

_X According to the information and explanations given to us, no fraud by the company or on the company by its officers or employees has been noticed or reported during the course of our audit.

XI According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

XII In our opinion and according to the information and explanations given to us, the company is not a Nidhi company. Accordingly, the provisions of clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

XIII According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Section 177 and I 88 of the Act where applicable and details of such transactions have been disclosed in the notes to the standalone financial statements as required by the applicable accounting standards.

XIV According to the information and explanations given to us and based on our examinations of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

XV According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly the provisions of clause 3(xv) of the Order are not applicable and hence not commented upon.

XVI According to the information and explanations given to us, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, I 934 and hence not commented upon.

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

We have audited the internal financial controls over financial reporting of K. P ENERGY LIMITED (“The Company”) as of 31 March 2018 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘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 company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, 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 Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Standalone Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting 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 company’s internal financial control over financial reporting includes those policies and procedures that (I) 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 company’s assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 3 I March 201 8, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. However, we are of the opinion that the company can make the Internal Controls on Financial Reporting more adequate and more effective considering the inherent risk and nature and size of the business activities carried out by the company

for K A SANGHAVI AND CO LLP

Chartered Accountants

FRN : I20846W / WI00289

Place : SURAT

Date : 30/05/20I8 AMISH ASHVINBHAI SANGHAVI

M. NO. I0I4I3

I00I, 1002, 1003, RAJHANS BONISTA,

RAM CHOWK, GHOD DOD ROAD,

SURAT-395007 GUJARAT

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Mar 31, 2016

Independent Auditor''s Report

To the Members of K.P. Energy Limited

Report on the Financial Statements

We have audited the accompanying financial statements of K.P. Energy Limited. (‘the Company’), which comprise the balance sheet as at 31^st March, 2016, the statement of profit and loss and the cash flow statement for the period then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company 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. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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.

Opinion

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India,

(a) In the case of Balance Sheet of the state of affairs of the Group as at 31^st March,

2016.

(b) In the case of the statement of Profit & Loss of the Profit for the period ended on that date

And

(c) In the case of Cash flow statement of the Cash flow for the period ended on that date

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 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) I n 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 and the cash flow statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on 31 March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act; and

(f) with respect to the other matters to be included in the Auditor’s 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 The Company does not have any such pending litigation which would impact its financial position.

II. The Company did not have any long term contracts including derivatives contracts for which there were any material foreseeable losses.

iii There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) The company has a regular Programme for Verification of Fixed Asset, as per that programme Fixed Assets have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification.

c) All the documents, Title deeds of immovable properties owned by the company are held in the name of company.

2.

a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company is maintaining proper records of inventory. No material discrepancies were noticed on verification between the physical stocks and the book records.

3. The Company has not granted secured/unsecured loans to parties listed in the register maintained U/s.189 of the Companies Act, 2013.

4. In our opinion and according to the information and explanations given to us, the Company has complied with provisions of Section 185 and 186 of the companies Act, 2013 in respect of loans, investment, guarantees and security.

5. The Company has not accepted any deposit from public.

6. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

7. According to the information and explanations given to us and on the basis of our examination of the records of the company, amounts deducted/accrued in the books of accounts in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the company with the appropriate authorities. As explained to us, the company does not have any dues on account of employees’ state insurance and duty of excise. According to the information and explanation given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31^st March 2016 for a period of more than six months from the date they payable. However in the case of service tax, The Central Board of Excise & Custom vide letter dated March

24, 2015 being reference No. F No. IV/9-HPIU-II/27/2014-15 accepted the request made by the company not to issue show cause notice. The aforesaid letter of the Central Board of Excise & Custom was pursuant to letter dated March 14, 2015 sent to it by the company, inter-alia requesting the Central Board of Excise & Custom to waive the issue of Show Cause Notice under section 73 of the Finance Act, 1994 as out of an Amount of Rs. 22,03,163/- (Rupees Twenty Two Lakhs Three Thousand One Hundred And Sixty Three Only)of service tax liability, a sum of Rs. 14,66,715/- (Rupees Fourteen Lakhs Sixty Six Thousand Seven Hundred and Fifteen Only) had already been paid by the company and a balance amount of Rs. 7,36,448/-(Rupees Seven Lakhs Thirty Six Thousand Four Hundred and Forty Eight Only) was pending, In the said letter of the company dated March 14,2015, the Company has also inter-alia accepted liability to pay the pending amount of service tax along with an interest and penalty at 25% p.a. By its letter dated March 17,2015 the Central Board of Excise & Custom inter-alia acknowledged the amount of interest payable by the company to be Rs. 3,87,058/-(Rupees Three Lakh Eighty Seven Thousand and Fifty Eight Only). The Principal amount, interest and penalty has been paid by the company.

8. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution and bank.

9. In our opinion and according to the information and the explanations given to us, the Company has raised Rs.6.44 Crore through Initial Public offer for the purpose of setting up 2.1 MW Wind Turbine at Village Matalpar, Dist. Bhavnagar. The Company has utilized Rs.5.92 Crore till 31^st March 2016, Balance amount of Rs.0.52 Crore is in the Public issue account at 31st March 2016.

10. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

11. The company has paid Managerial Remuneration in accordance with provisions of Section 197 read with Schedule V of the companies’ act 2013.

12. The provisions of Nidhi Rules, 2014 is not applicable to the Company.

13. The Related party transactions are in compliance with section 177 and 188 of Companies Act, 2013.

14. The Company has not made any preferential allotment or private placement of shares or fully or partly paid debentures during the year. The company has issued bonus shares (3 shares for every 2 shares) by capitalizing Reserve and Surplus of the company.

15. According to the information and explanation given to us, the Company has not entered into any non-cash transactions with directors or persons connected with him.

16. The Company has not required to registered under section 45-IA of the Reserve Bank of India Act, 1934.

ANNEXURE-B TO THE INDEPENDENT AUDITOR''S REPORT

Report on the Internal Financial Control under clause (i) of subsection-3 of section 143 of the Companies Act, 2013("the Act) and as referred to as "Annexure B" in point (f) of the paragraph 2 under the heading "Report on other legal and other regulatory requirements" of our Independent Auditor’s Report of even date on the accounts for the year ended on 31^st March, 2016.

We have audited internal financial control over financial reporting of K.P.ENERGY LIMITED ("The Company) as on 31^st March 2016 in conjunction with our audit of the financial statements of the company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its asserts, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conduct our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over financial Reporting (the "Guidance Note) and the standard on Auditing, issued by ICAI and deemed to be prescribed under Section 143(10) of the companies Act 2013 to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financials Controls and, both issued by the Institute of Chartered Accountants of India. Those standards and the Guidance note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our Audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting include obtaining and understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtain is sufficient and appropriate to provide a basis for our audit opinion on the company’s internal control system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with generally accepted accounting principles. A company’s internal financial control over financial report 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 company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of Internal Financial Controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluations of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the polices or procedures may deteriorate.

Opinion

In our opinion, the company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial control over financial reporting were operating effectively as at 31^st March 2016, based on the company considering the essential Components of internal control stated in the Guidance Note on Audit of Internal Financial Control Over Financial Reporting issued by The Institute Of Chartered Accountants of India.

For Bipinchandra J. Modi & Co.

Chartered Accountants

Bipinchandra J. Modi

Partner

M. No. 31687

Date: 27/05/2016 FRN No. 101521W