DIRECTORS' REPORT

Your Directors present the 32^nd Annual Report and the audited financial statements for the financial year ended March 31,2026.

Financial performance and state of the Company’s affairs

The financial performance of the Company for the financial year ended March 31,2026, is summarised below:

(H in lakhs)

Business Operations

During the financial year 2025-26, the operating plants of the
Company, set up through its subsidiary companies, performed
exceedingly well on efficiency parameters.

The Company’s Sasan Ultra Mega Power Plant (UMPP) (Capacity
3,960 megawatt) continued its impressive performance with
generation of 30,092 Million Units (MUs) with Plant Load Factor
(PLF) of ~87% which demonstrates its efficiency and reliability.
Compared to the all India average thermal PLF of approximately
60%, Sasan UMPP is operating at an exceptional level.

The Sasan UMPP stands as one of the largest integrated coal-
based power plants globally. It is complemented by the Moher
and Moher Amlohri Extension captive coal mines, which fulfill
the plant’s fuel requirements. In the past year, the Sasan Coal
Mine efficiently produced 17.18 million MT of coal and removed
48 million bank cubic meters of overburden.

The Rosa Thermal Power Plant, with a capacity of 1,200
megawatt, achieved a total generation of 6,952 MUs during the
current fiscal year, reflecting stable operational performance.

The Solar Photovoltaic (PV) plant, with a capacity of 40 MW,
utilizing photovoltaic panels to directly convert sunlight into
electricity, generated 46.82 MUs during the year. Further, the 100

MW Concentrated Solar Power (CSP) plant, concentrating solar
energy using mirrors to heat water to generate steam to drive
turbines, produced 12.61 MUs during the year and contributed
to cleaner and greener energy production.

Reliance Bangladesh LNG and Power Limited (RBLPL) has
established a 718 MW (net) power plant at Meghnaghat, near
Dhaka in Bangladesh. This project has been executed together
with strategic partner JERA Power International (Netherlands), a
subsidiary of JERA Co. Inc. Japan. The commercial operations
of the project has commenced in July 2025.

As a step to transit toward renewable energy space, Reliance
NU Suntech Private Limited, a wholly owned subsidiary of the
Company (WOS) has signed a Power Purchase Agreement with
Solar Energy Corporation of India (SECI) to supply 930 MW of
solar power integrated with 465 MW/1,860 MWh Battery Energy
Storage System (BESS). To achieve the contracted capacity of
930 MW, the project will deploy more than 1,700 MWp of solar
generation capacity. Further, Reliance NU Energies Private
Limited, a wholly-owned subsidiary, has been awarded two
renewable energy projects by SJVN involving an aggregate
solar capacity of about 1,500 MWp and Battery Energy Storage
System (BESS) capacity of 4,000 MWh.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the
financial year under review, as stipulated under Regulation 34(2)
of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended,
(the ‘Listing Regulations’), is presented in a separate section
forming part of this Annual Report.

Employee Stock Option Scheme

The Nomination and Remuneration Committee at its meeting
held on November 10, 2025, had granted 99,92,103 options
to the Eligible Employees of the Company as well as its
Subsidiaries, pursuant to the “Reliance Power Employee Stock
Options Scheme 2024”.

The relevant disclosures in terms of the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (‘SBEB Regulations’) along with the
Certificate from the Secretarial Auditor on implementation of the
Scheme in terms of Regulation 13 of the SBEB Regulations are
available on the Company’s website and can be accessed at
https://.reliancepower.co.in/web/reliance-power/employee-
stock-option-scheme-2024.

Warrants issued on preferential basis

The Company had issued and allotted 46.20 crore warrants
during the financial year 2024-25 on a preferential basis, of
which, 11.88 crore warrants were converted into an equivalent
number of equity shares during the financial year under review,
resulting in a consequent increase in the paid-up equity share
capital of the Company. As on March 31, 2026, 34.32 crore
warrants remained outstanding which subsequently lapsed due
to non-conversion within the stipulated period of 18 months.

Foreign Currency Convertible Bonds

During the financial year under review, the Company obtained
an enabling authorization from the members of the Company to
make an international offering of Foreign Currency Convertible
Bonds / approved securities upto US$ 600 million, convertible into
eligible securities of the Company, in lieu of the earlier proposal.

Dividend

During the financial year under review, the Board of Directors
(‘the Board’) has not recommended dividend on the equity
shares of the Company. The Dividend Distribution Policy of
the Company is available on the Company’s website at the
link: https://.reliancepower.co.in/documents/2181716/2364859/
Dividend_Distribution_Policy_RPower.pdf

Deposits

The Company has not accepted any deposits from the public
falling within the ambit of Section 73 of the Companies Act,
2013 (‘the Act’) and the Companies (Acceptance of Deposits)
Rules, 2014. There are no unclaimed deposits, unclaimed
/ unpaid interest, refunds due to the deposit holders or to be
deposited with the Investor Education and Protection Fund as
on March 31,2026.

Particulars of Loans, Guarantees or Investments

The Company has complied with the applicable provisions of
Section 186 of the Act during the financial year under review.
Pursuant to Section 186 of the Act, details of the Investments
made by the Company are provided in Note 3.2(a) of the
standalone financial statement.

Subsidiaries, Associates and Joint Venture

During the financial year under review, the Company’s
associate, Reliance Enterprises Private Limited has formed a
Joint Venture namely GDL - Reliance Solar Pte Ltd at Bhutan
with Green Digital Private Limited, a State Owned Enterprise
of Royal Government of Bhutan. Further, Reliance Chittagong
Power Company Limited, Bangladesh have ceased to be the
subsidiary of the Company consequent to voluntary winding up.
Additionally, Reliance Power Netherlands B.V. and Reliance
Natural Resources (Singapore) Pte. Ltd. have entered into
Share Purchase Agreement with Biotruster (Singapore) Pte.
Ltd. for the sale of 100% equity shareholding in PT Avaneesh
Coal Resources, PT Heramba Coal Resources, PT Sumukha
Coal Services, PT Brayan Bintang Tiga Energi, and PT Sriwijaya
Bintang Tiga Energi subject to certain conditions precedent and
other customary terms and conditions. However, the transaction
remains pending completion, subject to the fulfilment of certain
conditions precedent under the agreement.

The summary of the performance and financial position of the
subsidiaries, associates and joint venture are presented in Form
AOC-1 and in Management Discussion and Analysis report
forming part of this Annual Report.

The Policy for determining material subsidiary companies,
as approved by the Board, may be accessed on the
Company’s website at the link: https://.reliancepower.co.in/
documents/2181716/2364859/Policy_for_Determining_
Material_Subsidiary_05022025.pdf

Standalone and Consolidated Financial Statements

The audited financial statements of the Company are drawn up,
both on standalone and consolidated basis, for the financial year
ended March 31,2026, in accordance with the requirements of

the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind
AS’), notified under Section 133 of the Act, read with relevant
rules and other accounting principles. The financial statements
have been prepared in accordance with Ind AS and relevant
provisions of the Act based on the financial statements received
from subsidiaries, associates and joint venture, as approved by
their respective Board of Directors.

Directors and Key Managerial Personnel

In terms of the provisions of the Act, Shri Sachin Mohapatra,
Non-Executive Director of the Company retires by rotation and
being eligible, offers himself for re-appointment at the ensuing
Annual General Meeting (AGM).

During the period under review, Shri Vijay Kumar Sharma was
reappointed as an Independent Director of the Company, for
second term of five years, with effect from September 26, 2025.

Further, Shri Harmanjit Singh Nagi tendered his resignation
as Director of the Company with effect from August 29, 2025,
due to personal reasons. Dr. Thomas Mathew also resigned as
Director of the Company with effect from August 29, 2025, due
to pressure of work and personal issues.

Furthermore, Shri Ashok Kumar Pal has tendered his resignation
as an Executive Director and Chief Financial Officer (CFO) of the
Company on October 11, 2025, due to his arrest and pending
investigation. Shri Neeraj Parakh, Executive Director and Chief
Executive Officer of the Company has been given additional
charge as the interim CFO of the Company, with effect from
October 11,2025.

Also, Shri Arup Ashok Gupta was appointed as an Additional
Director in the capacity of Non-Executive Director with effect
from October 11,2025. Later, Dr. Zohra Chatterji was appointed
as an Additional Director in the capacity of Independent Director
with effect from October 28, 2025. Thereafter, the members
of the Company duly approved their respective appointments
through postal ballot on December 18, 2025.

Dr. Vijayalakshmy Gupta had tendered her resignation as
Director of the Company with effect from November 03, 2025,
owing to her poor health.

Additionally, Dr. Avinash Gupta was appointed as an Additional
Director in the capacity of Independent Director with effect from
May 21,2026, subject to the approval of members in the ensuing
AGM of the Company.

The Board places on record its sincere appreciation for the
valuable contribution made by the outgoing Directors during
their tenure as Directors and Key Managerial Personnel
of the Company.

The Company has received declaration from all the Independent
Directors of the Company confirming that they meet the criteria
of independence as prescribed under Section 149(6) of the Act
and Regulation 16(1)(b) of the Listing Regulations.

The details of programme for familiarisation of Independent
Directors with the Company, nature of the industry in which the
Company operates and related matters are uploaded on the
website of the Company at the link: https://.reliancepower.co.in/
documents/2181716/13395902/Familiarization_Pogramme_
for_Independent_Directors.pdf

In the opinion of the Board, the Independent Directors possess
the requisite expertise and experience (including the proficiency)
and are persons of high integrity and repute. They fulfill the
conditions specified in the Act and the Listing Regulations and
are independent of the management.

Shri Neeraj Parakh, Executive Director, Chief Executive Officer
and Chief Financial Officer and Smt. Ramandeep Kaur, Company
Secretary are the Key Managerial Personnel of the Company.

Evaluation of Directors, Board and Committees

The Nomination and Remuneration Committee of the Board
of the Company has devised a framework for performance
evaluation of the Directors, Board and its Committees, which
includes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations,
the Board has carried out an annual performance evaluation of
the Board collectively, the Directors individually as well as the
evaluation of the working of the Committees of the Board. The
Board performance was evaluated based on inputs received
from all the Directors after considering the criteria such as Board
composition and structure, effectiveness of Board / Committee
processes and information provided to the Board, etc.

Pursuant to the Listing Regulations, performance evaluation of
Independent Directors was done by the entire Board, excluding
the Independent Director being evaluated.

A separate meeting of the Independent Directors was also
held for the evaluation of the performance of Non-Independent
Directors and the performance of the Board as a whole.

Policy on appointment and remuneration for
Directors, Key Managerial Personnel and Senior
Management

The Nomination and Remuneration Committee of the Board has
devised a policy for selection, appointment and remuneration of
Directors, Key Managerial Personnel and Senior Management.
The Committee has also formulated the criteria for determining
qualifications, positive attributes and independence of Directors.
The Policy, inter alia, covers the details of the remuneration of
Directors, Key Managerial Personnel and Senior Management,
their performance assessment and retention features.
The policy has been put up on the Company’s website at
https://.reliancepower.co.in/documents/2181716/2364859/
Remuneration_Policy_25052024_new.pdf

Directors’ Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act
with respect to Directors’ Responsibility Statement, it is hereby
confirmed that:

i. In the preparation of the annual financial statement, for
the financial year ended March 31, 2026, the applicable
accounting standards had been followed along with proper
explanation relating to material departures, if any;

ii. The Directors had selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as
at March 31,2026 and of the profit of the Company for the
year ended on that date;

iii. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities;

iv. The Directors had prepared the annual financial statements
for the financial year ended March 31, 2026 on a ‘going
concern’ basis;

v. The Directors had laid down proper internal financial
controls to be followed by the Company and such
internal financial controls are adequate and are operating
effectively; and

vi. The Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

Contracts and Arrangements with Related Parties

All contracts, arrangements and transactions entered into
by the Company during the financial year under review with
related parties were at an arm’s length basis and in the ordinary
course of business.

There were no materially significant related party transactions
made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons, which could
have potential conflict with the interest of the Company at large.

During the financial year under review, the Company has not
entered into any contract / arrangement / transaction with
related parties which could be considered material and required
approval of members of the Company, in accordance with the
policy of Company on materiality of related party transactions
and as specified in the Schedule XII of the Listing Regulations,
or which is required to be reported in e-Form AOC - 2 in terms of
Section 134(3)(h) read with Section 188 of the Act and Rule 8(2)
of the Companies (Accounts) Rules, 2014, as amended.

All the required Related Party Transactions were placed before
the Audit Committee for approval. Omnibus approval of the Audit
Committee was obtained for the transactions which were of a
repetitive nature. The transactions entered into pursuant to the
omnibus approval so granted, were reviewed and statements
giving details of all Related Party Transactions were placed
before the Audit Committee on a quarterly basis. The policy
on Related Party Transactions as approved by the Board
is uploaded on the Company’s website at the link: https://.
reliancepower.co.in/documents/2181716/2364859/Related_
Party_Transactions_Policy_21052026.pdf

Your Directors draw attention of the Members to Note 12 to
the standalone financial statement, which sets out related
party disclosures pursuant to Ind AS and Schedule V of
Listing Regulations.

Material Changes and Commitments, if any,
affecting the financial position of the Company

During the financial year under review, actions were initiated
against the Company / subsidiaries by various regulatory
authorities including search and seizure by the Directorate of
Enforcement (ED) under the Prevention of Money Laundering
Act, 2002 (PMLA). In the matter related to submission of
alleged false bank guarantee to SECI, Shri Ashok Kumar Pal,
former Executive Director and CFO of the Company has been
arrested by ED and a supplementary prosecution complaint has
been filed against the Company, its two subsidiaries and two
employees, apart from other third parties. Also, the Economic
Offences Wing of the Delhi Police has registered an FIR
pursuant to a complaint filed by SECI in relation to an alleged
false bank guarantee. The matter is under investigation. It is
stated that the Company, its subsidiaries and its employees
acted bona-fidely and are victims of a fraud, forgery, cheating
and conspiracy committed by the third parties. Further, certain
assets of the Company and its subsidiaries were provisionally
attached by the ED for alleged violations of PMLA. After the end
of the financial year, the provisional attachment order passed
by ED with regard to these assets have been confirmed by the
Adjudicating Authority under PMLA for a period of 365 days.
The Company has also received a Show Cause Notice dated
September 30, 2025, from Securities and Exchange Board
of India (SEBI), alleging violations of the SEBI (Prohibition of
Fraudulent and Unfair Trade Practices) Regulations, 2003 read
with the SEBI Act, 1992. Another Show Cause Notice dated
April 10, 2026, has been received from SEBI alleging violations
of Regulation 30 of the Listing Regulations read with the SEBI
Circular dated November 11,2024, as well as Regulations 4(1)
(c) and 4(1)(e) of the Listing Regulations. Further, SEBI, vide
its letter dated January 14, 2026, initiated a forensic audit of
the Company in connection with alleged violations of the SEBI
Act, 1992, Securities Contracts (Regulation) Act, 1956, and
Companies Act, 2013.

The Company has taken all appropriate steps including pursuing
remedies available under the applicable law in order to protect
and safeguard its interests, including the interest of all its

shareholders and other stakeholders. The Company continues
to cooperate fully with the concerned authorities and remains
committed to maintaining the highest standards of corporate
governance, transparency and regulatory compliance.

There were no other material changes and commitments
affecting the financial position of the Company which have
occurred between the end of the financial year and the date
of this report.

Meetings of the Board

During the financial year ended March 31,2026, thirteen Board
meetings were held. Details of meetings held and attended by
each Director are given in the Corporate Governance Report
forming part of this Annual Report.

Audit Committee

As on date, the Audit Committee of the Board of Directors
comprises of Independent Directors namely Dr. Avinash Gupta
as Chairman and Shri Ashok Ramaswamy, Shri Vijay Kumar
Sharma and Dr. Zohra Chatterji as Members.

During the financial year under review, all the recommendations
made by the Audit Committee were accepted by the Board.

Auditors and Auditors’ Report

M/s. Pathak H.D. & Associates LLP, Chartered Accountants,
who were appointed as Statutory Auditors of the Company for a
term of five consecutive years at the 27^th AGM of the Company
held on September 14, 2021, would complete their second term
of appointment upon the conclusion of the 32^nd AGM of the
Company and shall retire from office thereafter.

Accordingly, the Board of Directors, based on the recommendation
of the Audit Committee, has proposed the appointment of M/s.
Kailash Chand Jain & Co., Chartered Accountants, as the
Statutory Auditors of the Company for a term of five consecutive
years, to hold office from the conclusion of the ensuing AGM until
the conclusion of the 37^th AGM of the Company, subject to the
approval of the Members at the ensuing AGM. The Company
has received a consent letter from M/s. Kailash Chand Jain &
Co. along with the confirmation that they are not disqualified
from being appointed as Statutory Auditors.

Your Directors draw attention of the Members to the Page no.
278 of this report which sets out the impact of Audit Qualifications
on Consolidated Financial Statements.

The observations and comments given by the Auditors in
their report, read together with notes on Standalone Financial
Statements are self-explanatory and hence do not call for any
further comments under section 134 of the Act.

No fraud has been reported by the Auditor under section
143(12) of the Act.

Cost Auditors

Pursuant to the provisions of Section 1 48 of the Act and the
Companies (Audit and Auditors) Rules, 2014, the Board of
Directors have appointed M/s. N. Ritesh & Associates, Cost
Accountants, as the Cost Auditors of the Company for conducting
the cost audit of the Power Project of the Company, for the
financial year ending March 31, 2027 and their remuneration
is subject to ratification by the Members at the ensuing AGM
of the Company.

The provisions of Section 148(1) of the Act continue to apply
to the Company and accordingly the Company has maintained
cost accounts and records in respect of the applicable product
for the year ended March 31,2026.

Secretarial Standards

During the financial year under review, the Company has
complied with the applicable Secretarial Standards issued by
The Institute of Company Secretaries of India.

Secretarial Audit and Secretarial Compliance Report

Pursuant to provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the Listing
Regulations, M/s. Ashita Kaul & Associates, Practicing Company
Secretaries, were appointed as Secretarial Auditors of the
Company at the 31^st AGM of the Company held on August 08,
2025, for a term of five consecutive financial years commencing
from April 01, 2025 till March 31, 2030. The Company has
received confirmation from M/s. Ashita Kaul & Associates,
Practicing Company Secretaries, that they are not disqualified
from continuing as the Secretarial Auditors of the Company.

There is no qualification, reservation or adverse remark made
by the Secretarial Auditors in the Secretarial Audit Report for the
Financial Year ended March 31,2026. The Audit Report of the
Secretarial Auditors of the Company and its material subsidiaries
for the financial year ended March 31,2026 are attached hereto
as Annexure A1 to A3.

Pursuant to Regulation 24A of the Listing Regulations, the
Company has obtained Secretarial Compliance Report from
the Secretarial Auditors on compliance of all applicable SEBI
Regulations and circulars/ guidelines issued there under.

The observations and comments given by the Secretarial Auditor
in the report are self-explanatory and hence do not call for any
further comments under section 134 of the Act.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on March 31,2026 is available on the
Company’s website and can be accessed at the link: https://.
reliancepower.co.in/web/reliance-power/annual-return

Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read
with rule 5(2) & 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as
amended, a statement showing the names and other particulars
of the employees drawing remuneration in excess of the limits
set out in the said Rules are provided in the Annual Report.

Disclosures relating to the remuneration and other details as
required under Section 197(12) of the Act read with rule 5(1) of
the aforesaid rules, also form part of this Annual Report.

However, having regard to the provisions of second proviso
to Section 136(1) of the Act, the Annual Report excluding the
aforesaid information, is being sent to all the Members of the
Company and others entitled thereto. Any Member interested in
obtaining the same may write to the Company Secretary and the
same will be furnished on request.

Conservation of energy, technology absorption
and foreign exchange earnings and outgo

The particulars as required to be disclosed in terms of Section
134(3)(m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014, are given in Annexure B forming part
of this Report.

Corporate Governance

The Company has adopted Corporate Governance Policies and
Code of Conduct, which sets out the systems, processes and
policies conforming to the international standards. The report on
Corporate Governance as stipulated under Regulation 34(3) read
with para C of Schedule V of the Listing Regulations is presented
in a separate section forming part of this Annual Report.

A certificate from M/s. Ashita Kaul & Associates, Practicing
Company Secretaries, confirming compliance of conditions of
Corporate Governance as stipulated under Para E of Schedule
V to the Listing Regulations is enclosed with this Report.

Whistle Blower / Vigil Mechanism

In accordance with Section 177 of the Act and Regulation 22
of the Listing Regulations, the Company has formulated a vigil
mechanism to address the genuine concerns, if any, of the
directors and employees. The vigil mechanism is overseen by
the Audit Committee and every person has direct access to the
Chairman of the Audit Committee. The details of the same have
been stated in the Report on Corporate Governance and the
policy can also be accessed on the Company’s website at the
link: https://.reliancepower.co.in/documents/2181716/2364859/
Whistle_Blower_Vigil_Mechanism_Policy_21052026.pdf

Risk Management

The Board of the Company has constituted a Risk Management
Committee which consists of Independent Directors and
Executive Director of the Company. The details of the Committee
and its terms of reference, etc. are set out in the Corporate
Governance Report forming part of this Report.

The Company has a Business Risk Management Framework to
identify, evaluate business risks and opportunities. This framework
seeks to create transparency, minimize adverse impact on the
business objectives and enhances Company’s competitive
advantage. The Business Risk Management Framework defines
the risk management approach across the enterprise at various
levels including documentation and reporting.

The risks are assessed for each project and mitigation measures
are initiated both at the project as well as the corporate level.
More details on Risk Management indicating development
and implementation of Risk Management policy including
identification of elements of risk and their mitigation are covered
in Management Discussion and Analysis Report, which forms
part of this Report.

Compliance with provisions of Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company is committed to uphold and maintain the dignity
of women employees and it has in place a policy which provides
for protection against sexual harassment of women at work
place and for prevention and redressal of such complaints.
The Company has also constituted an Internal Complaints
Committee in accordance with the provisions of this Act. During
the financial year under review, no complaints pertaining to
sexual harassment were received.

The Code on Social Security, 2020 - Maternity
benefit

The Company is in compliance with the applicable provisions
relating to maternity benefits as prescribed under the Maternity
Benefit Act, 1961/ the Code on Social Security, 2020.

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility
(CSR) and Sustainability Committee in compliance with the
Section 135 of the Act read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014. At present, the CSR
and Sustainability Committee of the Board consist of Independent
Directors namely Shri Ashok Ramaswamy as Chairman, Shri
Vijay Kumar Sharma, Dr. Zohra Chatterji and Dr. Avinash Gupta
as Members. The Annual Report on CSR activities is given
in Annexure C.

The CSR policy formulated by the Committee may be accessed
on the Company’s website at the link: https://.reliancepower.
co.in/documents/2181716/2364859/CSR_Policy.pdf

Significant and Material Orders, if any, passed by
Regulators or Courts or Tribunals

No orders have been passed by the Regulators or Courts or
Tribunals which impact the going concern status of the Company
and its operations.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls
with reference to financial statements across the organization.
The same is subject to review periodically by the internal auditors
for its effectiveness. During the financial year under review, such
controls were tested and no reportable material weakness in the
design or operations were observed.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report (BRSR)
for the financial year under review, prepared in accordance
with the requirements of Regulation 34(2)(f) of the Listing
Regulations, forms part of this Annual Report. The BRSR Core
disclosures have been subjected to independent reasonable
assurance by M/s. Shailesh Haribhakti & Associates, Chartered
Accountants, and the Independent Assurance Report thereon
also forms part of this Annual Report.

Proceeding under the Insolvency and Bankruptcy
Code 2016 (‘IBC’)

An application has been filed against the Company under IBC in
April 2026, for an alleged default of debt (net debt US$ 165.41
mn) by Samalkot Power Limited, a subsidiary, guaranteed by the
Company. The same has not been admitted.

General

During the financial year under review, the Company has not
transferred any amounts to reserves; not issued any equity
shares with differential rights as to dividend, voting or otherwise,
nor issued any sweat equity shares to its Directors or Employees
or changed its nature of business. Additionally, the Company did
not enter into any agreement for one-time settlement with any
Bank or Financial Institution.

Acknowledgements

Your Directors would like to express their sincere appreciation
for the co-operation and assistance received from members,
debenture holders, debenture trustee, bankers, financial
institutions, government authorities, regulatory bodies and other
business constituents during the financial year under review.
Your Directors also wish to place on record their deep sense
of appreciation for the commitment displayed by all executives,
officers and staff.

For and on behalf of the Board of Directors
Ashok Ramaswamy Neeraj Parakh

Date: May 21,2026 Director Executive Director, CEO and CFO

Place: Mumbai DIN: 00233663 DIN: 07002249