Reliance Power Ltd

Dear Shareowners,

Your Directors present the 30th Annual Report and the Audited Financial Statements for the financial year ended March 31, 2024.

Financial performance and the state of the Company's affairs

The performance of the Company for the financial year ended March 31, 2024, is summarised below:

(Rs in lakhs)

*Previous year figures have been regrouped/reclassified wherever required.

Business Operations

During the year 2023-24, 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 MW) continued its impressive performance with generation of 32,530 Million Units (MUs) with Plant Load Factor (PLF) of 93.5% which demonstrates its efficiency and reliability. Compared to the all India average 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 managed a total volume of 77.8 million Bank Cubic Meters (BCM), including an overburden of 65.6 million BCM, making it one of the biggest mine in the country in terms of the overall volume handled.

The Rosa Thermal Power Plant, with a capacity of 1,200 MW, achieved a total generation of 7,610 MUs during the current fiscal year, demonstrating consistent year-on-year performance. Additionally, Rosa Power received prestigious awards from the Confederation of Indian Industry (CII), including the Kaizen Award, Total Employee Involvement Award, and Digital Transformation Award, at the 16th International Cluster Summit in 2023.

The Solar Photovoltaic (PV) plant, with a capacity of 40 MW, utilizing photovoltaic panels to directly convert sunlight into electricity, generated 59.4 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 35.56 MUs during the year and contributed to cleaner and greener energy production.

The Company's 45 MW wind power generation project in Vashpet, Sangli District, Maharashtra, achieved an annual generation of 50.96 MUs during the year.

The Butibori Power Project, a coal-based thermal plant with a capacity of 600 MW, was not in operation throughout the year. The company is actively working on a resolution plan to address this situation.

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 December 2024.

Management Discussion and Analysis

Management Discussion and Analysis Report for the 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.

Allotment of Equity Shares

During the year under review, the Company issued and allotted 7.60 crore Equity Shares of ' 10/- each to Reliance Commercial Finance Limited, a wholly owned subsidiary of Authum Investment and Infrastructure Limited consequent upon conversion / appropriation of its existing outstanding dues, at an issue price of ' 20/- (including premium of ' 10/- ) per equity share, by way of preferential issue on a private placement basis in terms of the Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Further, the Company has also issued and allotted 20.58 crore equity shares of '10/- each to VFSI Holdings Pte. Limited for cash at a price of ' 15.55/- (including premium of ' 5.55/-) per equity share upon conversion of equivalent number of warrants. The Company has received ' 240 crores being balance 75% of the issue price of the warrants. The said funds have been fully utilized for the purpose for which it was raised. The aforesaid equity shares rank pari passu in all respects with the existing equity shares of the Company.

Post completion of the issuance, the equity paid up share capital of the Company has increased from ' 3735.21 crore divided into 3,73,52,05,966 Equity Shares of '10/- each to ' 401 6.97 crore divided into 4,01,69,70,966 Equity Shares of ' 10/- each.

Resources and Liquidity

The Company has fully settled the entire obligations with respect to its borrowings from DBS Bank India Limited, Axis Bank Limited and ICICI Bank Limited, in accordance with the respective settlement agreements executed with them.

At the time of settlement, the valuation of security has depleted by more than seventy-five percent of its original value, based on the book value of the assets due to business losses of the Company.

Dividend

During the 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/218171 6/2364859/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, 201 4. 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, 2024.

Particulars of Loans, Guarantees or Investments

The Company has complied with the applicable provisions of Section 186 of the Act during the 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

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/21 81 71 6/23 64859/Policy_for_Determining_ Material_Subsidiary_2023.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, 2024, 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

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

During the period under review, Shri Punit Garg was appointed as an Additional Director in the capacity of Non-Executive Director with effect from May 03, 2023, subject to the approval of the Members. Thereafter, the Members of the Company duly approved his appointment on July 28, 2023 at the Annual General Meeting of the Company.

Pursuant to Section 149(6) of the Act, the Company, has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under the Act and 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/21 81 71 6/1 3395902/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.

Key Managerial Personnel (KMP)

During the year under review, Shri Ashok Kumar Pal, Chief Financial Officer (CFO), was appointed as Manager of the Company and Smt. Ramandeep Kaur was appointed as Company Secretary cum Compliance Officer of the Company under Section 203 of the Act with effect from May 03, 2023 in place of Shri Murli Manohar Purohit, Manager and Company Secretary cum Compliance Officer.

Shri Ashok Kumar Pal, Manager & Chief Financial Officer and Smt. Ramandeep Kaur, Company Secretary cum Compliance Officer 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 policy 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 Requlations, the Board has carried out an annual performance evaluation of its own performance, 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 Non-Executive 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/2181 71 6/2364859/ 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, 2024, 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, 2024 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 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, 2024 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 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) (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:// www.reliancepower.co.in/documents/2181 71 6/2364859/ Policy_for_Related_Party_Transaction_2023.pdf

Your Directors draw attention of the Members to Note no. 11 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

The Company has concluded the slump sale/transfer of the Wind Power Project for a cash consideration of '132.39 crore (net of TDS) on April 1 2, 2024. Apart from this transaction, there have been no material changes or commitments affecting the financial position of the Company between the close of the financial year and the date of this report.

Meetings of the Board

During the financial year ended March 31, 2024, five 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, Audit Committee of the Board comprises of Independent Directors namely Shri Ashok Ramaswamy as Chairman, Smt. Chhaya Virani, Smt. Manjari Ashok Kacker and Shri Vijay Kumar Sharma as Members.

During the year, 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.

Your Directors draw attention of the Members to the Page no. 226 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 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 45 MW Wind Project at Vashpet, Dist. Sangli, Maharashtra, for the financial year ending March 31, 2025 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, 2024.

Secretarial Standards

During the 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. 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, 2024. The Audit Report of the Secretarial Auditors of the Company and its material subsidiaries for the financial year ended March 31, 2024 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 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 for the financial year 2023-24 is uploaded 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 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, 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 policy has been overseen by the Audit Committee. 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://www.reliancepower. co.in/documents/218171 6/2364859/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 also Senior Managerial Personnel 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 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 section, 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. During the year under review, no such complaints were received. The Company has also constituted an Internal Compliance Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility (CSR) Committee in compliance with the Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 201 4. The CSR Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company. At present, the CSR Committee of the Board consist of Independent Directors namely Smt. Chhaya Virani, as Chairperson, Shri Ashok Ramaswamy, Smt. Manjari Ashok Kacker and Shri Vijay Kumar Sharma, 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/2181 71 6/2364859/CSR_ Policy.pdf

To reflect the role of the CSR Committee in reviewing and monitoring the Business Responsibility and Sustainability related initiatives of the Company, the Board has renamed the Committee as Corporate Social Responsibility and Sustainability (CSRS) Committee.

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 audit cell for its effectiveness. During the 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 year under review as stipulated under the Listing Regulations is presented under separate section forming part of this Annual Report..

General

During the 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/shares under Employee Stock Option Scheme. Also, no proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

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 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.