REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Powell Industries, Inc.: In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations and comprehensive  income, of shareholders’ equity and of cash flows present fairly, in all material respects, the financial position of Powell Industries, Inc. and  its subsidiaries at September 30, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the  period ended September 30, 2013 in conformity with accounting principles generally accepted in the United States of America. Also in  our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2013,  based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of  the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective  internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in  Management’s Report on Internal Control Over Financial Reporting referred to above. Our responsibility is to express opinions on these  financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our  audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that  we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement  and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements  included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting  principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of  internal control over financial reporting included obtaining an understanding of internal control 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.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits  provide a reasonable basis for our opinions. A company’s internal 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 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; (ii) 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 (iii) 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any  evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,  or that the degree of compliance with the policies or procedures may deteriorate. PricewaterhouseCoopers LLP Houston, Texas December 4, 2013 44