1.  We have audited the attached Balance Sheet of ADANI POWER LIMITED
 (the Company) as at 31st March, 2011, the Proft and Loss Account and
 the Cash Flow Statement of the Company for the year ended on that date,
 both annexed thereto. These fnancial statements are the responsibility
 of the Companys Management. Our responsibility is to express an
 opinion on these fnancial statements based on our audit.
 
 2.  We conducted our audit in accordance with the auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 fnancial statements are free of material misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and the disclosures in the fnancial statements. An audit also includes
 assessing the accounting principles used and the signifcant estimates
 made by the Management, as well as evaluating the overall fnancial
 statement presentation.  We believe that our audit provides a
 reasonable basis for our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003 (CARO)
 issued by the Central Government in terms of Section 227(4A) of the
 Companies Act, 1956, we enclose in the Annexure a statement on the
 matters specifed in paragraphs 4 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report as follows:
 
 (a) we have 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 Proft and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (d) in our opinion, the Balance Sheet, the Proft and Loss Account and
 the Cash Flow Statement dealt with by this report are in compliance
 with the Accounting Standards referred to in Section 211(3C) of the
 Companies Act, 1956;
 
 (e) in our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956 in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2011;
 
 (ii) in the case of the Proft and Loss Account, of the proft of the
 Company for the year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash fows of the
 Company for the year ended on that date.
 
 5.  On the basis of the written representations received from the
 Directors as on 31st March, 2011and taken on record by the Board of
 Directors, none of the Directors is disqualifed as on 31st March, 2011
 from being appointed as a director in terms of Section 274 (1) (g) of
 the Companies Act, 1956.
 
 ANNEXURE TO THE Auditors report
 (Referred to in paragraph 3 of our report of even date)
 
 1.  Having regard to the nature of the Companys
 business/activities/results, clauses (x), (xiii) and (xiv) of CARO are
 not applicable.
 
 2.  In respect of its fxed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of the fxed assets.
 
 (b) The fxed assets were physically verifed during the year by the
 Management in accordance with a regular programme of verifcation which,
 in our opinion, provides for physical verifcation of all the fxed
 assets at reasonable intervals. According to the information and
 explanations given to us, no material discrepancies were noticed on
 such verifcation.
 
 (c) The fxed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fxed assets of the Company and
 the going concern status of the Company is not affected.
 
 3.  In respect of its inventory:
 
 (a) As explained to us, the inventories were physically verifed during
 the year by the Management at reasonable intervals.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verifcation of inventories
 followed by the Management were reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of its
 inventories and no material discrepancies were noticed on physical
 verifcation.
 
 4.  In respect of loans, secured or unsecured, granted by the Company
 to companies, frms or other parties covered in the Register under
 Section 301 of the Companies Act, 1956, according to the information
 and explanations given to us:
 
 (a) The Company has granted interest-bearing loans aggregating Rs.
 2,547.83 crores to four subsidiaries and interest-free loans
 aggregating Rs. 292.00 crores to a subsidiary during the year. At the
 year-end, the outstanding balances of such interest-bearing and
 interest-free loans aggregated Rs. 908.62 crores and Rs. 116.00 crores
 respectively and the maximum amount involved during the year of such
 interest-bearing and interest-free loans were Rs. 2,586.20 crores and Rs.
 172.00 crores respectively.
 
 (b) The rate of interest and other terms and conditions of such loans
 are, in our opinion, prima facie not prejudicial to the interests of
 the Company.
 
 (c) The receipts of principal amounts and interest have been regular/as
 per stipulations.
 
 (d) There are no overdue amounts and hence the provisions of sub-clause
 (d) of clause 4(iii) of the Order are not applicable to the Company.
 
 In respect of loans, secured or unsecured, taken by the Company from
 companies, frms or other parties covered in the Register maintained
 under Section 301 of the Companies Act, 1956, according to the
 information and explanations given to us:
 
 (a) The Company has taken loans aggregating Rs. 4,103.00 crores from its
 holding Company and a fellow subsidiary during the year. At the
 year-end, the outstanding balance of such loans taken aggregated Rs.
 764.60 crores and the maximum amount involved during the year was Rs.
 3,668.38 crores.
 
 (b) The rate of interest and other terms and conditions of such loans
 are, in our opinion, prima facie not prejudicial to the interests of
 the Company.
 
 (c) The payments of principal amounts and interest in respect of such
 loans are regular/as per stipulations.
 
 5.  In our opinion and according to the information and explanations
 given to us, having regard to the explanations that some of the items
 purchased are of special nature and suitable alternative sources are
 not readily available for obtaining comparable quotations, there is an
 adequate internal control system commensurate with the size of the
 Company and the nature of its business with regard to purchases of
 inventory and fxed assets and the sale of goods and services. During
 the course of our audit, we have not observed any major weakness in
 such internal control system.
 
 6.  According to the information and explanations given to us, there
 were no contracts or arrangements referred to in Section 301 of
 Companies Act, 1956 which were required to be entered in the register
 maintained under that section.
 
 7.  According to the information and explanations given to us, the
 Company has not accepted any deposit from the public during the year.
 In respect of unclaimed deposits, the Company has complied with the
 provisions of Sections 58A & 58AA or any other relevant provisions of
 the Companies Act, 1956.
 
 8.  In our opinion, the Company has an adequate internal audit system
 commensurate with the size and the nature of its business.
 
 9.  We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules made by the Central Government for the
 maintenance of cost records under Section 209(1) (d) of the Companies
 Act, 1956 in respect of Electricity Generation and are of the opinion
 that prima facie the prescribed accounts and records have been made and
 maintained. We have, however, not made a detailed examination of the
 records with a view to determining whether they are accurate or
 complete.
 
 10.  According to the information and explanations given to us in
 respect of statutory dues:
 
 (a) The Company has generally been regular in depositing undisputed
 dues, including Provident Fund, Investor Education and Protection Fund,
 Employees State Insurance, Income-tax, Sales Tax, Wealth Tax, Service
 Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
 applicable to it with the appropriate authorities.
 
 (b) There were no undisputed amounts payable in respect of Income-tax,
 Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory
 dues in arrears as at 31st March, 2011 for a period of more than six
 months from the date they became payable.
 
 (c) Details of dues of Income-tax and Custom Duty which have not been
 deposited as on 31st March, 2011 on account of disputes are given
 below:
 
 statute           Nature of Forum where 
                              dispute is   period to which   Amount
                   dues       pending       the amount      involved
                                             relates     (Rs. in crores)
 
 Customs Laws   Customs Duty                From July, 
                                             2009 to         119.97
                              Honourable 
                              High Court of  September, 
                                               2010 
                               Gujarat
 
 Income Tax 
 Act, 1961     Income Tax   The Commissioner 
                               of Income     Assessment Year   0.46
                              Tax (Appeals)       2008-09
 
 11 . In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in the repayment of dues to
 banks and fnancial institutions.
 
 12.  According to the information and explanations given to us, the
 Company has not granted loans and advances on the basis of security by
 way of pledge of shares, debentures and other securities.
 
 13.  According to the information and explanations given to us, the
 Company has not given any guarantee for the loans taken by the others
 from banks or fnancial institutions.
 
 14.  In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purposes for
 which they were obtained, other than temporary deployment pending
 application.
 
 15.  In our opinion and according to the information and explanations
 given to us and on an overall examination of the Balance Sheet, we
 report that funds raised on short-term basis have not been used during
 the year for long- term investment.
 
 16.  According to the information and explanations given to us, the
 Company has not made preferential allotment of shares to parties and
 companies covered in the Register maintained under Section 301 of the
 Companies Act, 1956.
 
 17.  The Company has not issued any debentures during the year.
 
 18.  The Management has disclosed the end use of money raised by public
 issues and we have verifed the same.
 
 19.  To the best of our knowledge and according to the information and
 explanations given to us, no fraud by the Company and no fraud on the
 Company has been noticed or reported during the year.
 
                                        For DELOITTE HASKINS & SELLS
 
                                               Chartered Accountants
 
                                            (Registration No.117365W)
 
                                                      GAURAV J. SHAH
 
 Date : 9th May, 2011                                        Partner
 
 Place : Ahmedabad                             (Membership No. 35701)