We have audited the accompanying financial statements of
Gujarat Industries Power Company Limited ("the Company"),
which comprise the Balance Sheet as at 31^st March, 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 then ended and Notes to the Financial
Statements, including a summary of material accounting policies
and other explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid 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 31^st March, 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 financial statements in accordance
with the Standards on Auditing (SAs) specified under section

143(10) of the Companies Act, 2013. Our responsibilities
under those Standards are further described in the Auditor's
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 independence
requirements that are relevant to our audit of the Financial
Statements under the provisions of the Companies Act, 2013
and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the
Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
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 matters described below to be the key audit matters to be
communicated in our report:

Information other than the Financial Statement and Auditor's
Report thereon

The Company's Management and Board of Directors is
responsible for the preparation of the other information. The
other information comprises the information included in
Management Discussion and Analysis, Board's Report including
Annexure to that Board's Report, Business Responsibility and
sustainability Report, Corporate Governance and Shareholder's
Information, but does not include the financial statements and
our auditor's report thereon. The Management Discussion
and Analysis, Board's Report, Business Responsibility and
sustainability Report, Corporate Governance and Shareholder's
Information are expected to be made available to us after the
date of this auditor's report. Any material misstatement thereon
pertaining to it, will be reported thereon.

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 and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements, or our knowledge obtained during
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 Those Charged with
Governance for the Financial Statements

The Company's Management and 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 of these 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 Ind AS and other accounting principles generally
accepted in India, including the accounting Standards 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 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, 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 Management and Board of Directors are also responsible for
overseeing the company's financial reporting process.

Auditor's Responsibilities for the Audit of 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 scepticism
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 Companies Act, 2013, 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.

Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable
user of the 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 financial statements.

We communicate with those charged with governance of the
Company of which we are the independent auditors 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 auditor's report unless law or regulation precludes
public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences
of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (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.

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 Cash Flow Statement dealt
with by this Report are in agreement with the relevant
books of account;

(d) In our opinion, the aforesaid 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 31^st March, 2025 taken on
record by the Management and Board of Directors,
none of the directors is disqualified as on 31^st March,
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
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
Auditor's 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 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 on its financial position in its financial
statements - Refer Note 44 to the financial
statements;

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

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor Education
and Protection Fund by the Company; except a
sum of Rs. 0.50 lakhs as on date, which is held in
abeyance due to pending legal cases.

iv. i. The Management has represented that , to the

best of it's knowledge and belief, as disclosed
in note no. 51 to the financial statements,

v. The final dividend paid by the Company during
the year in respect of the same declared for the
previous year is in accordance with section 123 of
the Companies Act 2013 to the extent it applies
to payment of dividend. As stated in note 20(g)
to the financial statements, the Management and
Board of Directors of the Company have proposed
final dividend for the year which is subject to the
approval of the members at the ensuing Annual
General Meeting. The dividend declared is in
accordance with section 123 of the Act to the
extent it applies to declaration of dividend.

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

For CNK & Associates LLP

Chartered Accountants

Firm Registration No. 101961W/W-100036

Pareen Shah

Partner

Membership No.12501 1

Place : Vadodara

Date : 22^nd May, 2025

UDIN : 2512501 1BMGYOY3530