Adani Energy Solutions Ltd

Dear Shareholders,

Your directors are pleased to present the 12^th Annual Report along with the Audited Financial Statements of your

Company for the financial year ended March 31, 2025 ("FY 2024-25/ FY25").

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

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

2. Previous year figures have been regrouped/ re-arranged wherever necessary.

3. There has been no change in nature of business of your Company.

Your Company is a multidimensional organization with presence in various facets of the energy domain, namely power transmission, distribution, smart metering, and cooling solutions. Your Company is the country's largest private transmission company, with a presence across 16 states of India and a cumulative transmission network of

26,696 ckm and 90,236 MVA transformation capacity. In its distribution business, your Company serves more than 12 million consumers in metropolitan Mumbai and the industrial hub of Mundra SEZ. Your Company is ramping up its smart metering business and is on course to become India's leading smart metering integrator with an order book of over 22.8 million meters. Your Company, with its integrated offering through the expansion of its distribution network through parallel licenses and competitive and tailored retail solutions, including a significant share of green power, is revolutionizing the way energy is delivered to the end consumer. Your Company is a catalyst for transforming the energy landscape in the most reliable, affordable, and sustainable way.

For FY 2024-25, the operating EBITDA grew by 15.4% YoY to Rs.6,571 crore. The transmission business continues to maintain the industry's leading EBITDA margin of 92%. Adjusted PAT^#* of Rs.1,810 crore in FY 2024-25 was 51.5% higher YoY.

- Cash Profit ofRs.4,292 crore, up 31.8% YoY

- EBITDA at Rs.7,746 crore, up 22.5% YoY.

- Adjusted PAT^#* at Rs.1,810 crore, 51.5% YoY higher.

- Consolidated Operating EBITDA at Rs.6,571 crore vs. Rs.5,696 crore in FY 2023-24, up 15.4% YoY

- Transmission Operating EBITDA at Rs.4,366 crore, up 18.4% YoY with a margin of 92%

- Distribution Operating EBITDA at Rs.2,175 crore, up 8.4% YoY

#Adjusted for an exceptional item due to carve-out of the Dahanu power plant of Rs.1,506 crore.

*Adjusted for regulatory income of Rs.148 crore in T&D segments and net one-time deferred tax reversal of Rs.469 crore in AEML distribution business.

On a standalone basis, your Company registered total Revenue of Rs.3,046.31 crore in FY 2024-25 as compared to Rs.2,511.89 crore in FY 2023-24 and Net Profit of Rs.617.75 crore as compared to Rs.594.91 crore in FY 2023-24.

The detailed operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Section, which forms part of this Integrated Annual Report.

Your Company's financial discipline and prudence is reflected in the strong credit ratings ascribed by rating agencies. The details of credit ratings are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

The Board of your Company ("Board"), after considering holistically the relevant circumstances and keeping in view the tremendous growth opportunities that your

Company is currently engaged with, has decided that it would be prudent not to recommend any dividend for the year under review.

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations, is available on your Company's website, link for the same is given in Annexure-A of this report.

As permitted under the Act, the Board does not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for

FY 2024-25, after all appropriations and adjustments, was Rs.18,497.49 crore.

During the year under review, your Company successfully completed a Rs.8,373.10 crore (USD 1 billion) Qualified Institutional Placement ("QIP") and issued and allotted 8,57,89,959 Equity Shares of face value Rs.10/- at a premium of Rs.966/- to the qualified institutional buyers on August 3, 2024. In view of the same, the issued, subscribed and paid-up capital of your Company were increased from Rs.11,15,49,26,830/- (1,11,54,92,683 Equity Shares of Rs.10 each) to Rs.12,01,28,26,420/- (1,20,12,82,642 Equity Shares of Rs.10 each).

Details of utilization of the funds raised by the Company pursuant to said QIP issue along with an explanation for the variation are disclosed in the Corporate Governance

Report which forms part of this Report.

During the year under review, your Company has redeemed Unsecured Rated, Listed, Redeemable, Non-Convertible Debentures (ISIN - INE931S08015 and Scrip Code 974443) face value of Rs.10 lakh each aggregating to

Rs.100 crore on maturity date December 20, 2024 along with interest to debenture holders. Your Company has issued and allotted Unsecured, Listed, Rated, Redeemable, Taxable, Non-Convertible Debentures ("NCDs" or "Debentures"), details of which are as follows:

1. 15,000 Unsecured, Listed, Rated, Redeemable, Taxable, Non-Convertible Debentures ("Debentures") (ISIN - INE931S08023 and Scrip Code 975953) of face value of Rs.1,00,000 each, aggregating to Rs.150 crore on private placement basis, on August 27, 2024.

2. 12,500 Unsecured, Listed, Rated, Redeemable, Taxable, Non-Convertible Debentures ("Debentures") (ISIN - INE931S08031 and Scrip Code 976172) of face value of Rs.1,00,000 each, aggregating to Rs.125 crore on private placement basis, on November 13, 2024.

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of FY 2024-25 or the previous financial years. Your Company did not accept any deposit during the year under review.

The provisions of Section 186 of the Act, with respect to loan, guarantee, investment or security are not applicable to your Company, as your Company is engaged in providing infrastructural facilities which are exempted under Section 186 of the Act. The details of loans, guarantee and investments or security made during the year under review, are given in the notes forming part of the financial statements.

A list of subsidiaries / associates / joint ventures of your Company is provided as part of the notes to the consolidated financial statements.

During the year under review, the following entities were formed/acquired by your Company / subsidiaries / joint ventures:

- Adani Energy Solutions Step-Eleven Limited

- Adani Energy Solutions Step-Ten Limited

- Mahan Transmission Limited

- Adani Energy Solutions Global Limited

- Mundra I Transmission Limited

- Rajasthan Part I Power Transmission Limited

- Superheights Infraspace Private Limited

- Pune- III Transmission Limited

- Progressive Grid Networks Limited

- Jamnagar Transmission Limited

- Navinal Transmission Limited

- Khavda IVA Power Transmission Limited

- Pointleap Projects Private Limited

- Adani Energy Solutions Mahan Limited (Formerly known as Essar Transco Limited)

- Gopalaya Build Estate Private Limited

- North Maharashtra Power Limited

During the year under review, the following entities ceased to be subsidiary/joint venture/associate of your Company:

- North Maharashtra Power Limited

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation

33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the

Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Integrated Annual Report.

The annual financial information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your

Company's registered office and that of the subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company (www.adanienergysolutions.com).

Based on Financial Statements as on March 31, 2025, your Company has 3 (three) unlisted material subsidiaries.

Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Company's website and a link for the same is given in Annexure-A of this report.

Pursuant to Section 134 of the Act, read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

As of March 31, 2025, your Company's Board had six members comprising of one Executive Director, two Non-Executive Non-Independent Directors and three Non-Executive - Independent Directors including two Woman Independent Directors. The details of the Board and Committee composition, tenure of Directors, and other details are available in the Corporate Governance

Report, which forms part of this Integrated Annual Report. In terms of the requirement of the SEBI Listing Regulations, the Board has identifiedcore skills, expertise, and competencies of the Directors in the context of your Company's business for effective functioning. The key skills, expertise and core competencies of the members of the Board are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

During the year under review, Dr. Ravindra H. Dholakia (DIN: 00069396) ceased to be an Non-Executive Independent Director of the Company w.e.f. August 31, 2024 pursuant to completion of his term. The Board places on record the deep appreciation for valuable services and guidance provided by Dr Dholakia during his tenure of directorship.

In accordance with the provisions of Section 152 of the Act, read with the rules made thereunder and Articles of Association of your Company, Mr. Rajesh S Adani (DIN: 00006322) is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Rajesh S Adani (DIN: 00006322) as Director for your approval. Brief details, as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of ensuing AGM.

Your Company has received declarations 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 SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent

Directors maintained by the Indian Institute of Corporate Affairs.

As on the date of this report, following are the Key Managerial Personnel ("KMPs") of your Company as per Sections 2(51) and 203 of the Act:

- Mr. Anil Kumar Sardana, Managing Director

- Mr. Kandarp Suryakant Patel, Chief Executive Officer

- Mr. Kunjal Mahendra Mehta, Chief Financial Officer

- Mr. Jaladhi Atulchandra Shukla, Company Secretary

As required under the Act and the SEBI Listing Regulations, your Company has constituted various statutory committees. Additionally, the Board has formed other governance committees and sub-committees to review specific business operations and governance matters including any specific items that the Board may decide to delegate. As on March 31, 2025, the Board has constituted the following committees / sub-committees.

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders' Relationship Committee

- Risk Management Committee

- Corporate Social Responsibility Committee

- Corporate Responsibility Committee

- Information Technology & Data Security Committee

- Legal, Regulatory & Tax Committee

- Reputation Risk Committee

- Merger & Acquisitions Committee

- Public Consumer Committee

Details of all the committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

The Board met 5 (five) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

The Independent Directors met on March 25, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the

Boards functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, contribution the meetings and otherwise, independent judgment, governance issues etc.

At the Board Meeting that followed the above-mentioned meeting of the Independent Directors, the performance of the Board, its committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risk universe applicable to your Company's business. These updates help the Directors in keeping abreast of key changes and their impact on your Company. An annual strategy retreat is conducted by your Company where the Board provides its inputs on the business strategy and long- term sustainable growth for your Company. Additionally, the Directors also participate in various programs /meetings where subject matter experts apprise the Directors on key global trends. The details of such programs are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors' appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of your Company and link for the same is given in Annexure-A of this report. The Remuneration Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the Nomination and Remuneration

Committee for identifying the persons who are qualified to become the Directors. Your Company's Remuneration

Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice. We affirm as per the terms laid out in the Remuneration Policy.

Your Company recognizes and embraces the importance of a diverse Board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Company's website and link for the same is given in Annexure-A of this report.

Succession Plan at

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The Nomination and Remuneration Committee (NRC) implements this mechanism in concurrence with the Board.

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that: a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures; b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your Company for that period; c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; d. the annual financial statements have been prepared on a going concern basis; e. they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and operating effectively; f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Your Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for your Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing

Regulations are provided in Annexure A to this report.

Your Company has deployed a Statutory Compliance

Mechanism providing guidance on broad categories of applicable laws and process for monitoring compliance. In furtherance to this, your Company has instituted an online compliance management system within the organization to monitor compliances and provide update to the senior management on a periodic basis. The Audit Committee and the Board periodically monitor the status of compliances with applicable laws.

The details of the CSR Committee are provided in the

Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR policy is available on the website of your Company and link for the same is given in Annexure-A of this report.

The Annual Report on CSR activities is annexed and forms part of this report.

The Chief Financial Officer of your Company has certified that CSR spends of your Company for FY 2024-25 have been utilized for the purpose and in the manner approved by the Board of your Company.

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.

Your Company is committed to maintain high standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated. In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all

Board members and senior management personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company and the link for the same is given in Annexure-A of this report.

In accordance with the SEBI Listing Regulations, the BRSR for the FY 2024-25, describing the initiatives taken by your Company from an Environment, Social and Governance (ESG) perspective, forms part of this Integrated Annual Report. In addition to BRSR, the

Integrated Annual Report of your Company provides an insight into various ESG initiatives adopted by the Company. The ESG disclosures including BRSR Core have been independently assured and assessed by an

Independent Agency.

's registration no. 001076N/

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the link.

All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company's Policy on Related Party Transactions.

The Audit Committee comprises solely of the Independent

Directors of your Company. The members of the Audit

Committee abstained from discussing and voting in the transaction(s) in which they were interested. During the year under review, your Company has not entered any contracts, arrangements or transactions that fall under the scope of Section 188 (1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to your Company for FY 2024-25 and hence does not form part of this report.

During the year, the material related party transactions pursuant to the provisions of Regulation 23 of the

SEBI Listing Regulations had been duly approved by the shareholders of your Company in the AGM held on June 25, 2024 and postal ballot process completed on January 6, 2025.

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on your Company's website and can be accessed using the link given in Annexure-A of this report.

Pursuant to the provisions of Regulation 23 of the

SEBIfiledhalf Listing Regulations, your Company has yearly reports with the stock exchanges, for the related party transactions.

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. Walker Chandiok & Co LLP CharteredAccountants N500013) were appointed as the Statutory Auditors of your Company for the first term of five years till the conclusion of 15th Annual General Meeting (AGM) of your Company to be held in the year 2028. The Statutory

Auditors of your Company have issued the Audit Report with unmodifiedopinion on the Audited Financial Results (Standalone and Consolidated) of your Company for the financial year ended March 31, 2025.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

A representative of the Statutory Auditors of your

Company attended the previous AGM of your Company held on June 25, 2024.

The Notes to the financial statements referred to in the Auditors' Report are self-explanatory. The Auditors' Report is enclosed with the financial statements forming part of this Annual Report.

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed M/s. Chirag Shah & Associates, Practicing Company Secretary firm, (C. P. No. 3498; Peer reviewed certificate no. 6543/2025) to undertake the Secretarial Audit of your Company for FY 2024-25. The Secretarial

Audit Report for the year under review is provided as

Annexure-B of this report.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your approval being sought as the ensuing AGM to be held on June 25, 2025, Practicing Company Secretary M/s Chirag Shah & Associates(C.P.No.3498;Peerreviewcertificate no. 6543/2025) have been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive years from financial year 2025-26 to financial year 2029-30.

M/s Chirag Shah & Associates have confirmed that they are not disqualified to be appointed as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company.

As per the requirements of SEBI Listing Regulations, the

Practicing Company Secretaries appointed by respective material subsidiaries of your Company undertook secretarial audit of these subsidiaries for FY 2024-25. Each secretarial audit report confirms that the relevant material subsidiary has complied with the provisions of the Act, rules, regulations and guidelines and that there were no deviations or non-compliances. The secretarial audit reports of each material subsidiary forms part of this Integrated Annual Report.

During the year under review, your Company has complied with all the applicable provisions of Secretarial

Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

During the year under review, the Statutory Auditors and

Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by

Company's officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

Your Company had 1,881 permanent employees (consolidated basis) as of March 31, 2025.

The information required under Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel to the median of employees' remuneration are provided in Annexure-C of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Integrated Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office during business hours on working days of your Company.

If any shareholder is interested in obtaining a copy thereof, such a shareholder may write to the Company Secretary in this regard.

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs) at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs include external members with relevant experience. The ICs presided by senior women, conduct the investigations and make decisions at the respective locations. Your Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal orientation on POSH Policy adopted by your Company.

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for

Directors and employees in confirmation with Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company and link for the same is given in Annexure-A of this report.

During the year under review, your Company has not received any complaints under the vigil mechanism.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is provided as Annexure-D of this report.

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data. During the year under review, your Company did not face any incidents or breaches or loss of data breaches in

Cyber Security.

Your Company has adopted a Code of Conduct ("PIT Code") to regulate, monitor and report trading in your Company's shares by your Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The PIT Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in your Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The PIT Code covers your Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of UPSI which have been made available on your Company's website and link for the same is given in Annexure-A of this report.

The employees undergo mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

Your Directors state that during the year under review:

1. Your Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

2. Your Company did not issue shares (Including sweat equity shares) to employees of your Company under any scheme.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and your Company's operation in future.

4. No application was made and no proceeding was pending under the Insolvency and

Bankruptcy Code, 2016.

5. No one-time settlement of loan was obtained from the Banks or Financial Institutions.

6. There were no revisions made in the financial statements and Directors' Report of your Company.

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of

India, Governments of various states in India, concerned Government Departments, Financial Institutions and Banks. Your directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company. Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.