We have audited the accompanying standalone
financial statements of Genus Power Infrastructures
Limited (“the Company”), which comprise the
Standalone Balance Sheet as at March 31, 2025, and
the Standalone Statement of Profit and Loss, including
Other Comprehensive Income, Standalone Statement
of Changes in Equity and Standalone Statement
of Cash Flows for the year then ended, and notes
to the standalone financial statements, including
material accounting policy information and other
explanatory information.

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
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, and standalone profit
including other comprehensive income, standalone
changes in equity and its standalone 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 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 ethical requirements that
are relevant to our audit of the standalone financial
statements under the provisions of the Act 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 obtained by us is sufficient and appropriate
to provide a basis for our opinion on standalone
financial statements.

Emphasis of Matter

We draw attention to Note 37 to the standalone
financial statements which describes that a search
under the Prevention of Money Laundering Act, 2002
was conducted by the Directorate of Enforcement at
the Company's Corporate office and its Chairman's
residence, and the management's position thereof.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our
professional judgement, were of most significance in
our audit of the standalone financial statements for
the current year. 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 matter
described below to be the key audit matter to be
communicated in our report:

Information Other than the Standalone 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 Company's Annual
report but does not include the standalone financial
statements and our auditor's report thereon. The
Annual report is expected to be made available to us
after the date of this auditor's report.

Our opinion on the standalone financial statements
does not cover the other information and we will 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 identified above when it becomes available
and, in doing so, consider whether the other information
is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.

When we read the Annual report, if we conclude
that there is a material misstatement therein, we
are required to communicate the matter to those
charged with governance under SA 720 'The Auditor's
responsibilities Relating to Other Information' and take
necessary actions, as applicable under the relevant
laws and regulations.

Responsibilities of Management and Those
Charged with Governance 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, changes
in equity 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. 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 judgements 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 statement 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, the
Management and Board of Directors are responsible for
assessing the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of
accounting unless the Board of Directors either intends
to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.

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

Auditor’s Responsibilities 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 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.

We give in “Annexure A” a detailed description of
Auditor's responsibilities for Audit of the Standalone
Financial Statements.

Other Matter

The standalone financial statements of the Company
for the previous year ended March 31, 2024, were
audited by another firm of chartered accountants
along with one of the joint statutory auditors of the
Company i.e. Kapoor Patni & Associates, whose report
dated May 29, 2024, expressed an unmodified opinion
on those statements.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor's Report)
Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of
Section 143 of the Act, we give in “Annexure B” 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, except for the
matters stated in the paragraph 2(h)(vi) below
on reporting under Rule 11(g).

(c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss including other
comprehensive income, the Standalone
Statement of Changes in Equity and the
Standalone Statement of Cash Flow 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.

(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 are disqualified as on

March 31, 2025 from being appointed as a
director in terms of Section 164 (2) of the Act.

(f) The reservation relating to the maintenance
of accounts and other matters connected
therewith are as stated in paragraph 2(b)
above on reporting under Section 143(3)(b)
and paragraph 2(h)(vi) below on reporting
under Rule 11(g).

(g) With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company and the
operating effectiveness of such controls, refer
to our separate Report in “Annexure C”.

(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 standalone financial statements
- Refer Note 34(b) to the standalone
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.

iv. (a) 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
person(s) or entity(ies), 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 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 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, as on the date of
this audit report, that the Company
shall, 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
performed that have been considered
reasonable and appropriate in the
circumstances, and according to
the information and explanations
provided to us by the Management in
this regard 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. 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. Further,
the Company has not declared any
dividend for the current financial year.

vi. Based on our examination which included
test checks, the Company has used
accounting software, the erstwhile version
from April 1, 2024 to October 2, 2024 and

migrated version from October 3, 2024
onwards, for maintaining its books of
account which has a feature of recording
audit trail (edit log) facility, except that
audit trail feature was not enabled in the
migrated version for certain transactions
tables at the application level. Further,
in the earlier version, the audit trail was
not enabled at the database level to log
any direct changes and in the migrated
version, which is managed and maintained
by a third-party software service provider,
we are unable to comment on the audit
trail functionality at the database level
due to inadequate coverage in the SOC
report. Refer note 58 to the standalone
financial statements.

Furthermore, where the audit trail feature
was enabled, it has operated throughout
the year for all transactions recorded in
the accounting software. Also during
the course of our audit, we did not come
across any instance of the audit trail
feature being tampered with in respect of
such accounting softwares. Additionally,
the audit trail feature of the prior year
has been preserved by the Company as
per the statutory requirements for record
retention to the extent it was enabled and
recorded in the previous year.

3. I n our opinion and according to the information
and explanations given to us, the remuneration
paid/ provided by the Company to its directors
during the year is in accordance with the provisions
of Section 197 read with Schedule V of the Act and
the Rules thereunder.