1.  We have audited the attached Balance Sheet of ADANI POWER LIMITED
 (the Company) as at 31st March, 2012, the Statement of Profit and
 Loss and the Cash Flow Statement of the Company for the year ended on
 that date, both annexed thereto. These financial statements are the
 responsibility of the Company''s Management. Our responsibility is to
 express an opinion on these financial 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
 financial statements are free of material misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and the disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and the significant estimates
 made by the Management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 3.  As required by the Companies (Auditor''s 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 specified 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 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 Balance Sheet, the Statement of Profit and Loss
 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, 2012;
 
 (ii) in the case of the Statement of Profit and Loss, of the loss of
 the Company for the year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows 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, 2012 and taken on record by the Board of
 Directors, none of the Directors is disqualified as on 31st March, 2012
 from being appointed as a director in terms of Section 274 (1) (g) of
 the Companies Act, 1956.
 
 1.  Having regard to the nature of the Company''s
 business/activities/results, clauses (x), (xiii) and (xiv) of CARO are
 not applicable.
 
 2.  In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of the fixed assets.
 
 (b) The fixed assets were physically verified during the year by the
 Management in accordance with a regular programme of verification
 which, in our opinion, provides for physical verification of all the
 fixed assets at reasonable intervals. According to the information and
 explanations given to us, no material discrepancies were noticed on
 such verification.
 
 (c) The fixed assets disposed off during the year, in our opinion, do
 not constitute a substantial part of the fixed 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 verified 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 verification 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
 verification.
 
 4.  In respect of loans, secured or unsecured, granted by the Company
 to companies, firms 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 loans aggregating Rs 4,391.48 crores to five
 subsidiaries during the year.  At the year-end, the outstanding
 balances of such loans aggregated Rs 3,282.30 crores and the maximum
 amount involved during the year of such loans was Rs 4,119.31 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 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, firms 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 a loan of Rs 2,718.38 crores from its holding
 Company during the year. At the year-end, the outstanding balance of
 the loan taken was Rs 1,329.62 crores and the maximum amount involved
 during the year was Rs 2,414.44 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 fixed assets and 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 deposits during the year from public
 within the meaning of provision of section 58A and 58AA or any other
 relevant provisions of the Companies Act, 1956 and rules made
 thereunder. In respect of unclaimed deposits, the Company has complied
 with the above stated 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, 2012 for a period of more than six
 months from the date they became payable.
 
 (c) Details of dues of Income-tax, Service Tax, Entry Tax and Custom
 Duty which have not been deposited as on 31st March, 2012 on account of
 disputes are given below:
 
 Statute       Nature       Forum where      Period to         Amount
               of Dues      Dispute is
                            pending          which the         involved
                                             amount relates   (Rs in 
                                                               crores)
 
 Income Tax 
 Act, 1961     Income Tax   Appellate 
                            Authority -      Assessment Year       0.46
                            Commissioner     2008-09
 
 Income Tax 
 Act, 1961     Income Tax   Income Tax   
                            Appellate        Assessment Year       2.35
                            Tribunal         2009-10
 
 Service Tax 
 Act, 1994     Service Tax  Custom Excise
                            Service          June, 2008 to         5.11
                            tax Appellate 
                            Tribunal         September, 2010
 
 Rajasthan 
 Entry Tax,    Entry Tax    Deputy 
                            Commissioner     2009-10               3.97
 1999                      (Appeal)
 
 Rajasthan     
 Entry Tax,    Entry Tax    Deputy 
                            Commissioner     2010-11               2.28
 1999                      (Appeal)
 
 Customs 
 Laws          Customs      Honourable High  July, 2009 to       119.97
               Duty         Court of Gujarat September, 2010
 
 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 financial 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 financial 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 Company has not raised any money by way of public issues
 during the year.
 
 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)
 
 Date : 14th May, 2012                                   GAURAV J. SHAH
 
 Place : Ahmedabad                                              Partner
 
                                                  (Membership No. 35701)