Reliance Power Ltd

Dear Shareowners,

Your Directors present the 31st Annual Report and the Audited Financial Statements for the financial year ended March 31, 2025.

Financial performance and the state of the Company's affairs

The financial performance of the Company for the financial year ended March 31, 2025, is summarised below:

Business Operations

During the financial year 2024-25, 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 31,425 Million Units (MUs) with Plant Load Factor

(PLF) of 90.6% which demonstrates its efficiency and reliability. Compared to the all India average thermal PLF of approximately

69%, 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 18.12 million Million Tonnes (MT) of coal and removed 47 million bank cubic metres of overburden.

The Rosa Thermal Power Plant, with a capacity of 1,200 megawatt (MW), achieved a total generation of 7,403 MUs during the current fiscal year, demonstrating consistent year-on-year performance. The Solar Photovoltaic (PV) plant, with a capacity of 40 MW, utilizing photovoltaic panels to directly convert sunlight into electricity, generated 26.25 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 18.38 MUs during the year and contributed to cleaner and greener energy production.

The Butibori Power Project, a coal-based thermal plant with a capacity of 600 MW, was not in operation. Further, the lenders of the Butibori Project have enforced the pledge on the entire share capital of the Project Company namely, Vidarbha Industries Power Limited (VIPL), leading to takeover of the management and control of VIPL.

Reliance Bangladesh LNG and Power Limited (RBLPL) is currently establishing a 718 MW (net) power plant at Meghnaghat, near Dhaka in Bangladesh. This project is being executed together with strategic partner JERA Power International (Netherlands), a subsidiary of JERA Co. Inc. Japan. The temporary gas pipeline connection was completed in February 2024, and the project is anticipated to commence commercial operations by September 2025.

As a step to transit toward renewable energy space, Reliance

NU Suntech Private Limited, a wholly owned subsidiary of the Company 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 megawatt-hour (MWh) Battery Energy Storage System (BESS). To achieve the contracted capacity of 930 MW, the project will deploy more than 1,700 MWp of installed solar generation capacity. It marks a significant milestone in the company's strategic vision to shift toward cleaner energy sources and play a pivotal role in shaping the country's sustainable energy future.

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.

Issue of warrants on preferential basis and conversion thereof

During the financial year under review, the Company issued and allotted 46.20 crore warrants at an issue Price of Rs. 33 each, convertible into equivalent number of equity shares of the

Company on preferential basis to the Promoter entity and two public investors, for cash (including conversion/ appropriation of its existing outstanding debt), wherein an amount of Rs. 645.15 crore was received. The said funds have been utilized for the purpose for which it was raised.

Further, on May 07, 2025, the Company has allotted 10.55 crore fully paid up equity shares of Rs. 10 each, at a price of Rs. 33 (inclusive of a premium of Rs. 23) per share, upon exercise of right attached to the warrants to the Promoter entity and one of the public investor. Consequent to the aforesaid allotment, the paid-up share capital of the Company has increased from Rs. 4,016.97 crore to Rs. 4,122.47 crore divided into 412.25 crore equity shares of Rs. 10/- each. The aforesaid equity shares shall rank pari-passu in all aspects with the existing equity shares in the Capital of the Company.

Foreign Currency Convertible Bonds

During the financial year under review, the Board of Directors of the Company approved the issue of unsecured Foreign

Currency Convertible Bonds (FCCBs) upto USD 500 million, with tenure of ten years and one day and a coupon rate of 5% per annum, convertible into equity shares of Rs. 10 each, on a private placement basis to VFSI Holdings Pte. Limited or any affiliate of V?rde Investment Partners, LP.

Resources and Liquidity

During the financial year under review, the Company has concluded the slump sale / transfer of the Wind Power Project located at Vashpet, Maharashtra for a cash consideration of Rs. 132.39 crore (net of TDS).

The entire obligations of the Company as a Guarantor on behalf of Vidarbha Industries Power Limited (VIPL), the erstwhile subsidiary of the Company, stand fully settled resulting in release and discharge of Corporate Guarantee, Undertakings and all obligations and claims thereunder in relation to the outstanding debt of VIPL amounting to Rs. 3,872.04 crore. Further, consequent to full payment of its outstanding interest in default on its term loan by Samalkot Power Limited, a subsidiary of the Company, the default of the Company as a guarantor to the aforesaid loan stands cured.

Employee Stock Option Scheme

During the financial year under review, the members of the Company approved the introduction and implementation of

‘Reliance Power Employee Stock Option Scheme 2024' (ESOS

/ Scheme), for the employees of the Company and also to the employees of group companies including its subsidiaries, associates and holding company.

The Nomination and Remuneration Committee of the Board will administer and monitor the Scheme, which is in compliance with the SEBI (Share Based Employee Benefits and Sweat

Equity) Regulations, 2021 (SBEB Regulations). The relevant disclosures in terms of 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://www.reliancepower.co.in/web/reliance-power/employee-stock-option-scheme-2024.

Dividend

During the financial year under review, the Board of Directors 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://www. 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, 2025.

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 no. 3.2(a) of the standalone financial statement.

Subsidiaries and Associate Companies

During the financial year under review, the Company has incorporated Reliance Transtech Private Limited as a stepdown wholly owned subsidiary. Also, Reliance Enterprises Private Limited was incorporated in Bhutan as an Associate Company.

Further, RPL Photon Private Limited, RPL Sun Technique Private

Limited, RPL Sun Power Private Limited and VIPL have ceased to be the associates / subsidiary of the Company.

The summary of the performance and financial position of each of the subsidiary companies and associates are presented in Form AOC-1 and in Management Discussion and Analysis report forming part of this Annual Report. Also, a report on the performance and financial position of each of the subsidiaries and associates as per the Act is provided in the consolidated financial statement.

The Policy for determining material subsidiary company, as approved by the Board, may be accessed on the

Company's website at the link https://www.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 drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2025, 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 consolidated financial statements have been prepared in accordance with Ind AS and relevant provisions of the Act based on the financial statements received from subsidiaries and associates, as approved by their respective Board of Directors.

Directors and Key Managerial Personnel

In terms of the provisions of the Act, Shri Ashok Kumar Pal, Executive Director of the Company and Shri Harmanjit Singh Nagi, Non- Executive Director of the Company retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

During the financial year under review, Shri Ashok Kumar Pal, Chief Financial Officer of the Company, was appointed as an Additional Director designated as an Executive Director with effect from November 12, 2024, and accordingly vacated the office of the Manager of the Company. He continues to act as a Chief Financial Officer of the Company. Further, on November 15, 2025, Shri Harmajit Singh Nagi and Shri Sachin Mohapatra were appointed as an Additional Directors in the capacity of Non-Executive Directors and Smt. Vijayalakshmy Gupta was appointed as an Additional Director in the capacity of Independent Director.

Consequent to the above, the members of the Company duly approved their respective appointments through postal ballot on February 10, 2025.

Further, Dr. Thomas Mathew was appointed as an Additional Director in the capacity of Independent Director with effect from December 25, 2024 and Shri Neeraj Parakh was appointed as an Additional Director designated as an Executive Director and Chief Executive Officer of the Company with effect from January 20, 2025. Thereafter, the members of the Company duly approved their respective appointments through postal ballot on March 23, 2025.

Shri Sateesh Seth, Shri Punit Narendra Garg, Shri Raja Gopal Krotthapalli, Smt. Chhaya Virani and Smt. Manjari Ashok Kacker have tendered their resignations as Directors of the Company with effect from November 15, 2024, due to preoccupations. The Board places on record its sincere appreciation for the valuable contribution made by them throughout their respective tenures as Directors 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://www.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 and are persons of high integrity and repute. They fulfill the conditions specified in the Act and the Listing Regulations made thereunder and are independent of the management.

Shri Neeraj Parakh, Executive Director and Chief Executive Officer; Shri Ashok Kumar Pal, Executive Director 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 Employees

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 Employees. 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 Employees, their performance assessment and retention features. The policy has been put up on the Company's website at https:// www.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, 2025, 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, 2025 and of the loss 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 Companies 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, 2025, on a ‘going concern' basis; v. The Directors had laid down 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, or which is required to be reported in Form AOC 2 in terms of

Section 134(3) (Rs.) 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://www.reliancepower.co.in/ documents/2181716/2364859/Related_Party_Transactions_ Policy_05022025.pdf Your Directors draw attention of the Members to Note no. 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

There have been no material changes or 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, 2025, fourteen Board Meetings were held. Details of the 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 Shri Ashok Ramaswamy as Chairman and Shri Vijay Kumar Sharma, Dr. Thomas Mathew and Dr. Vijayalakshmy Gupta 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, were appointed as statutory auditors of the Company at the 27th Annual General Meeting of the Company held on September 14, 2021 to hold office for a term of 5 (five) consecutive years until the conclusion of 32nd Annual General Meeting of the Company. The Company has received confirmation from M/s. Pathak H.D.

& Associates LLP, Chartered Accountants that they are not disqualified from continuing as the Auditors of the Company.

The observations and comments given by the Auditors in their report, read together with notes on Standalone and Consolidated 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 to the Audit Committee or the Board.

Cost Auditors

Pursuant to the provisions of the Act and the Companies (Audit and Auditors) Rules, 2014, the Board of Directors have appointed M/s. V.J. Talati & Co., Cost Accountants, as the Cost Auditors of the Company in respect of its Power Projects, for the financial year ending March 31, 2026, and their remuneration is subject to ratification by the Members at the ensuing Annual General Meeting 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 products for the year ended March 31, 2025.

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 & Secretarial Compliance Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Ajay Kumar & Co., Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year 2024-25. 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, 2025. The Audit Report of the Secretarial Auditors of the Company and its material subsidiaries for the financial year ended March 31, 2025 are attached hereto as Annexure A1 to A3.

Pursuant to Regulation 24A of the Listing Regulations, the Company has obtained Secretarial Compliance Report from a Practicing Company Secretary on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under and copy of the same shall be submitted to the Stock Exchanges within the prescribed due date.

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

Pursuant to the amended provisions of Regulation 24A of the

Listing Regulations requiring the appointment of Secretarial

Auditors by the Members of the Company, the Board of Directors have approved and recommended the appointment of M/s. Ashita Kaul & Associates, Practicing Company Secretaries (CP No: 6529) as the Secretarial Auditors of the Company for a term of five (5) consecutive financial years commencing from April 01, 2025 till March 31, 2030, for approval of the members at the ensuing Annual General Meeting of the Company.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the

Company's website and can be accessed at the link https://www. 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 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. Ajay Kumar & Co., Practicing Company Secretaries, confirming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V to the Listing Regulations is enclosed to 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 Chairperson 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://www.reliancepower. co.in/documents/2181716/2364859/Whistle_Blower_Vigil_ Mechanism_Policy_25052024.pdf

Risk Management

The Board of the Company has constituted a Risk Management Committee which consists of Independent Directors and Executive Directors 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 frameworkseekstocreatetransparency,minimizeadverseimpact 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 Compliance Committee in accordance with the provisions of this Act. During the financial year under review, no complaints pertaining to sexual harassment were received.

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. The CSR and Sustainability Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company. At present, the CSR and Sustainability Committee of the Board consist of Independent Directors namely Shri Ashok Ramaswamy as Chairman and Dr. Thomas Mathew, Shri Vijay Kumar Sharma and Dr. Vijayalakshmy Gupta as Members. The disclosure with respect to CSR activities is given as Annexure C.

The CSR policy formulated by the Committee may be accessed on the Company's website at the link https://www.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 statement 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 weaknesses in the design or operations were observed.

Business Responsibility & Sustainability Report

Business Responsibility & Sustainability Report for the financial year under review as stipulated under the Listing Regulations is presented under separate section forming part of this Annual Report.

Code 2016

During the financial year under review, one application was filed against the Company under Insolvency and Bankruptcy Code, 2016 and the same has also been withdrawn. Further, no proceedings are pending under the Insolvency and Bankruptcy Code, 2016, as at the end of the financial year.

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.

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 cooperation 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.