Tata Power Company Ltd

To the Members,

The Directors are pleased to present to you the Sixth Integrated Report [prepared as per the framework set forth by the International Integrated Framework and in accordance with Global Reporting Initiatives (GRI) Standards 2021] and

One Hundred and Sixth Annual Report on the business and operations of your Company along with the Audited Financial

Statements for the financial year ended March 31, 2025.

1. Financial Results

(Rs. crore)

Rooftop Solar business and the newly commissioned

4.3 GW manufacturing facility, and a fire insurance claim settlement for Trombay Thermal Plant (Unit 5) These gains were partially offset by a lower dividend from ITPC, regulatory upside in Maithon Power Limited (MPL) and Jojobera in previous year, and a lower depreciation entitlement in MPL.

Profits from Joint Ventures (JVs) and Associates declined, primarily on account of lower earnings from Indonesian coal mines, driven by reduced coal prices and losses incurred by Tata Projects Limited during the year, compared to the profit earned in the previous year.

The Consolidated Profit after tax in FY25 was at 4,775 crore compared to Rs. 4,280 crore in FY24 contributed by an improved performance across all businesses partly offset by an exceptional loss of Rs. 440 crore in the current year towards merger impact and additional non cash impairment charge of Rs. 44 crore on goodwill and property, plant & equipment related to Renewable companies, and a lower Deemed dilution gain on Tata Projects Limited of Rs. 73 crore.

2.2 Standalone

The Operating Revenue was at Rs. 21,288 crore in FY25 compared to Rs. 20,297 crore in FY24 on a standalone basis mainly due to the Mundra Plant being fully operated under MoP guidelines and regulatory upside in Mumbai Distribution and Mumbai Thermal business segment.

The Profit after tax in FY25 was 3,133 crore as compared to Rs. 2,230 crore in FY 24. The increase was mainly due to higher dividend income, regulatory upside in Thermal business, and an improved performance across all businesses.

Refer Section 4 of the Management Discussion and Analysis (MD&A) report for further details (pages 256-260).

No material changes and commitments which the financial position after the close of the year under review till the date of this Report.

2.3 Annual Performance

Details of your Company?s annual financial performance as published on the Company?s website and presented during the Analyst Meet, after declaration of annual results, can be accessed using the following link: https://www relations/investor-downloads.aspx

2.4 Integrated Report

Continuing with our commitment towards a sustainable future and focus on governance-based reporting, the Company has published the Sixth Integrated Report highlighting the Company?s efforts to empower all categories of customers and stakeholders with future-ready, smart energy solutions.

3. Leverage Ratios and Cash from Operations

The Company?s Net Debt to Equity ratio remained stable at 1.05 on a consolidated basis in FY25. TheNet Debt to Underlying EBITDA ratio increased to 2.93 in FY25 from 2.75 in FY24, primarily on account of growth capex of Rs. 11,724 crore incurred during the year, with corresponding EBITDA expected to accrue in the ensuing periods. Higher cash EBITDA from operations by 16% reinforces the Company?s commitment to maintaining a comfortable debt position for sustainable growth. A brief discussion on the highlights of the financial performance of your Company and financial and return ratios is presented in the Investors section of this Integrated Report (Pages 102 -113).

4. Credit Ratings

During the year under review, the Company has obtained credit ratings from various reputed agencies.

For brief details of credit ratings, refer to the Report on Corporate Governance (Pages 264 - 297).

5. Management Discussion and Analysis

Management Discussion and Analysis, as required by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015 (Listing Regulations), is annexed to this Report (Pages 238 - 263).

6. Dividend

Based on the Company?s performance, the Board recommended a dividend of 2.25 per share on 3,19,53,39,547 equity shares of Rs. 1 each, subject to the approval of the Members. The final dividend on equity affect shares, if approved by the Members, would involve the Company have occurred cashoutflowof718.95crore.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members effective April 1, 2020, and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at rates prescribed as per the Income-Tax Act, 1961. The Record date for the purpose of the for the financial year ended March 31, 2025, is .tatapower.com/investor- Friday,June20,2025.

The Dividend Distribution Policy, in terms of

Regulation 43A of the Listing Regulations, can be accessed on the Company?s website at https://www.tatapower.com/corporate-policies/Dividend%20Policy.pdf

7. Current Business

Your Company operates across the entire value chain of the power business viz. Thermal , Hydro and Renewable

Electricity Generation, Transmission, Distribution, Power Trading, Power Services, manufacturing of Solar cell and modules, Solar Engineering Procurement & Commissioning, Consumer facing businesses such as solar rooftop, Electric Vehicle (EV) charging, home automation and microgrid. Further, your Company has investments in Coal Mines for backward integration for its thermal plants coal requirements. Your Company is proud to hold a leadership position in many of these segments and is recognised as one of India?s largest integrated power companies.

There has been no change in the nature of business of the Company during the year.

As of March 31, 2025, your Company has an installed generation capacity of 15,733 MW, of which 6,873 MW ~ 44% is derived from clean and green sources such as hydro, waste heat recovery, wind, and solar. Furthering its commitment to sustainable energy, during the year, the Company has secured key approvals on the Bhivpuri pump hydro project, including from the Central Electricity Authority (CEA), and is set to begin construction in H1 FY26 with commissioning targeted by August 2028. Work on the 1,800 MW Shirawata project is expected to start in the later part of the year and will get commissioned in 2030.

In a strategic move to strengthen regional energy security and support the clean energy transition, the Company entered into a partnership with Druk Green Power Corporation Limited (DGPC), a subsidiary of Druk Holding and Investments Limited and Bhutan?s sole generation utility. This collaboration aims to jointly develop 5,000 MW of clean energy generation capacity in Bhutan. With the starting of work at the 600 MW Khorlochhu Hydro project in Bhutan (part of a broader 5 GW clean energy MoU with Bhutan), the Company is advancing regional energy security. This partnership builds on the earlier collaboration in the 126 MW Dagachhu Hydropower Plant in Bhutan.

During the year, the Company won key transmission project bids, acquiring Paradeep Transmission Limited and ERES-XXXIX Power Transmission Limited, with a combined investment of over 4,800 crore. The total transmission capacity now stands at 7,047 ckm, including 2,414 ckm under construction. The Company has also installed more than 26 lakh smart meters across Discoms.

TP Solar Limited commenced its 4.3 GW cell and 4.3 GW module manufacturing plant in Tirunelveli, Tamil Nadu, one of the largest such facilities, at a single location in India. All four cell lines were ramped up by March 2025, and the plant achieved First Cell Out (FCO) of its TOPCon pilot line. Notably, 80% of the plant's workforce comprises women. During FY25, the plant produced 3,291 MW of modules and 846 MW of cells. The Company also secured two major orders for the supply of 592.5 MWp of solar modules, a mix of ALMM and DCR-compliant types, valued at over Rs.1,000 crore.

The Company crossed 1,50,000 rooftop solar installations across India, maintaining its leadership as the Country's top rooftop solar provider. The cumulative capacity has reached around 3 GW, contributing significantly to India?s renewable energy journey. The rooftop segment posted a robust 51% year-on-year growth. The Company continues to support national solar initiatives, including the 'PM Surya Ghar Muft Bijli

Yojana' and its own ‘Ghar Ghar Solar? campaign. Its network spans over 600 channel partners across 400+ districts and 225+ authorized service partners across 400+ cities. With a consumer base exceeding 1,50,000 including 1,22,000+ residential users, the Company remains the preferred partner for solar solutions with a year-end order book of Rs. 1,036 crore.

The Company's renewable arm - Tata Power Renewable Energy Limited (TPREL) completed the merger of its 23 subsidiaries including Walwhan Renewable Energy Limited (WREL), Tata Power Solar Systems Limited (TPSSL) effective October 1, 2024, streamlining its operations.

Guided by its vision of empowering a billion lives through sustainable, affordable, and innovative energy solutions, your Company, through its subsidiary TPREL, continues to lead India's green energy transition. With vertically integrated offerings Hybrid, Storage, and EV Charging solutions, the Company has built a robust renewable energy portfolio of 10.96 GW, including 5.4 GW under various stages of implementation. During the year, the Company commissioned over 2.5 GW of renewable capacity comprising 1 GW of in-house utility-scale projects, 600 MW of rooftop solar (~782 MWp), and 900 MW for third-party customers, showcasing its expertise executing at speed and scale and ended the year with a third party EPC order book exceeding Rs. 4,000 crore. The Company continued to scale India?s EV charging network. As of March 31, 2025, the Company energized more than 1,35,000 home chargers and over 5,400 public/semi-public charging points nationwide. Additionally, over 1,200 e-bus charging points were installed.

Detailed information about your Company?s business portfolio can be found in the Business Strategies section of this Integrated Report (Pages 28 - 33).

8. Reserves

As per Standalone financials, the net movement in the reserves of the Company for FY25 and FY24 is

(Rs. crore)

The Board of Directors has approved the retention of the entire profit for FY25 in the retained earnings. An amount of I 164 crore was transferred from

Debenture Redemption Reserve to Retained Earnings in FY25.

9. Subsidiaries/Joint Ventures/Associates

As on March 31, 2025, the Company had 71 subsidiaries (including 13 wholly owned subsidiaries), 27 Joint Ventures (JVs) and 6 Associate companies. 3 companies, though classified as subsidiaries under the Companies Act, 2013 (the Act), have been accounted as JVs in accordance with Indian Accounting Standards

(Ind AS). There has been no material change in the business of the subsidiaries.

During the year under review, the following changes occurred in the Company?s holding structure: a) The following companies were acquired as subsidiary through the transmission bidding process:

TP Jalpura Khurja Power Transmission Limited (erstwhile Jalpura Khurja Power

Transmission Limited, name changed on June 29, 2024).

• TP Paradeep Transmission Limited (erstwhile Paradeep Transmission Limited, name changed on February 5, 2025).

• TP Gopalpur Transmission Limited (erstwhile ERES-XXXIX Power Transmission Limited, name changed on February 7, 2025). b) The following company has ceased to be a JV of the Company:

IndoCoal KPC Resources (Cayman) Limited c) The Company has completed the consolidation and simplification of the holding structure for its Renewable company. The Hon'ble National

Company Law Tribunal (NCLT) has approved the composite schemes of arrangement for merger of Walwhan Renewable Energy Limited (including its 19 subsidiaries) and TP Wind Power Limited with an appointed date of April 1, 2022 and merger of Tata Power Solar Systems

Limited and Chirasthaayee Saurya Limited with an appointed date of April 1, 2023 with Tata Power Renewable Energy Limited.

Accordingly, the following companies were merged, with effect from October 1, 2024:

Walwhan Urja Anjar Limited

Walwhan Solar AP Limited

Walwhan Solar Raj Limited

• Northwest Energy Private Limited

Walwhan Solar Energy GJ Limited

Dreisatz Mysolar24 Private Limited

Mi Mysolar24 Private Limited

Walwhan Energy RJ Limited

Walwhan Solar MP Limited

Walwhan Solar MH Limited

Walwhan Solar KA Limited

Walwhan Solar PB Limited

Walwhan Solar RJ Limited

Walwhan Wind RJ Limited

Walwhan Solar TN Limited

Walwhan Renewable Energy Limited

Walwhan Solar BH Limited

• Clean Sustainable Solar Energy Private Limited

Walwhan Urja India Limited

• Solarsys Renewable Energy Private Limited

• Tata Power Solar Systems Limited

• Chirasthaayee Saurya Limited

TP Wind Power Limited

A report on the performance and financial position of each of the subsidiaries, JVs and Associates has been provided in Form AOC-1 as per Section 129(3) of the Act (Pages 664 - 669).

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries are available on the website of the Company at https://www.tatapower.com/ subsidiary-financials .

The policy for determining material subsidiaries of the

Company can be accessed at: https://www.tatapower. com/corporate-policies/Policy for determining material subsidiaries.pdf

10. Directors? Responsibility Statement

Based on the framework of Internal Financial Controls (IFCs) and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of IFCs over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee of Directors, the Board is of the opinion that the Company?s IFCs were adequate and effective during FY25.

Pursuant to Section 134(5) of the Act, the Board of

Directors, to the best of its knowledge and ability, confirm that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; ii. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; iii. they have 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. they have prepared the annual accounts on a going concern basis; v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Re-appointment/appointment of Directors

In accordance with the requirements of the Act and the Company?s Articles of Association, Mr. Saurabh Agrawal (DIN: 02144558) retires by rotation and is eligible for re-appointment. The resolution seeking

Members? approval for his re-appointment forms part of the Notice.

In terms of the provisions of Section 149 of the Act and Regulations 17 and 25 of the Listing Regulations,

Mr. Ashok Sinha (DIN: 00070477) was appointed as an Independent Director (ID) for a term of 5 years commencing from May 2, 2019 to May 1, 2024. Based on the NRC and Board's recommendation, Members approved his re-appointment via Postal Ballot on

March 28, 2024, for a second term commencing from May 2, 2024 to February 14, 2027 (the date he attains 75 years).

Based on the recommendation of the NRC, and the Board and in accordance with the provisions of the Act and Listing Regulations, Mr. Tarun Bajaj (DIN: 02026219) was appointed as an Additional Director (Independent) of the Company, for a term of 5 years commencing from May 8, 2024 to May 7, 2029. The said appointment of Mr. Bajaj as an ID was approved by the Members at the AGM held on July 16, 2024.

Based on the recommendation of the NRC, and the Board and in accordance with the provisions of the Act and Listing Regulations, Mr. Pramod Agrawal (DIN: 00279727) was appointed as an Additional Director (Independent) of the Company, for a term of 5 years commencing from April 15, 2025 to April 14, 2030, subject to the approval of Members.

The resolution seeking Members? approval for his appointment forms part of the Notice.

Cessation of Directors

During the financial year, there has been no cessation of any director in the Company.

Independent Directors

In terms of Section 149 of the Act, Ms. Anjali Bansal, Ms. Vibha Padalkar, Mr. Sanjay V. Bhandarkar, Mr. Ashok Sinha, Mr. Rajiv Mehrishi, Mr. Tarun Bajaj and Mr. Pramod Agrawal are the IDs of the Company. In terms of Regulation 25(8) of the Listing Regulations, all IDs have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impact their ability to discharge their duties. The Directors have further confirmed that they are not debarred from holding the office of the director under any SEBI Order or any other such authority. Based upon the declarations received from the IDs, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as IDs of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all IDs on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the IDs of the Company have included their names in the data bank of IDs maintained with the Indian Institute of Corporate Affairs (IICA).

During the year under review, the Non-Executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and commission, as applicable, received by them.

Key Managerial Personnel (KMP):

In terms of Section 203 of the Act read with the Companies (Appointment and Remuneration of Manaerial Personnel) Rules, 2014, the following are the KMP of the Company as on March 31, 2025:

Dr. Praveer Sinha, CEO & Managing Director

Mr. Sanjeev Churiwala, Chief Financial Officer

Mr. Vispi S. Patel, Company Secretary

During the year under review, there were no changes in the KMP of the Company.

12. Annual Evaluation of Board Performance and Performance of its Committees and Individual Directors

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings,

The above criteria are broadly based on the Guidance note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI) on January 5, 2017.

The Chairman of the Board had one-on-one meetings with the IDs and the Chairman of the NRC had one-on-one meetings with the Executive and Non-Executive, Non- Independent Directors.

In a separate meeting of the IDs, performance of Non- Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of the Executive Director and NEDs.

The Board and NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings; like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings; etc. and the Board as a whole.

In the Board meeting that followed the meeting of the IDs and meeting of the NRC, the performance of the

Board, its committees and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board.

The evaluation process endorsed the Board?s confidence in the ethics standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and management in navigating the various challenges faced from time to time and openness of the management in sharing strategic information with the Board.

13. Policy on Board Diversity and Director Attributes and Remuneration Policy for Directors, Key Managerial Personnel and Other Employees

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for determining qualification, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board a policy relating to the remuneration of the Directors, KMP, and other employees. In line with this requirement, the Board has adopted the Policy on Board Diversity and Director Attributes, which is provided inAnnexure - I to this Report, and the Remuneration Policy for Directors, KMP, and other employees of the Company, which is reproduced in Annexure - II to this Report.

Board Meetings:

5 Board Meetings were held during the year under review. For further details, please refer to the Report on Corporate Governance, which forms a part of this

Integrated Report.

Committees of the Board:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following statutory Committees constituted by the Board function according to their respective roles and defined scope:

Audit Committee of Directors

Nomination and Remuneration Committee

• Corporate Social Responsibility and

Sustainability Committee

Stakeholders' Relationship Committee

Risk Management Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Integrated Report.

The Company has adopted a Code of Conduct for its employees including the Managing Director.

In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors which includes a Code of Conduct for IDs, that suitably incorporates the duties of IDs as laid down in the Act.

The same can be accessed at https://www.tatapower. com/corporate-policies/Code of Conduct for Tata Power Non-Executive Directors.pdf

All Senior Management personnel have affirmed compliance with the Tata Code of Conduct (TCoC). The CEO & Managing Director has also confirmed and certified the same. The certification is enclosed as Annexure - I at the end of the Report on

Corporate Governance.

Familiarisation Programme for Directors

All Board Members of the Company are accorded every opportunity to familiarize themselves with the Company, its management, its operations and above all, the industry perspective and issues. For details of familiarisation programme refer the Report on

Corporate Governance.

15. The Tata Power Company Limited Employee Stock Option Plan 2023

Pursuant to the Members? approval through Postal

Ballot on September 25, 2023, the Company adopted the ‘Tata Power Company Limited Employee Stock Option Plan 2023? (ESOP 2023), including extension to eligible employees of group companies. The Plan, covering up to 3,57,36,560 (Three crore fifty-seven lakh thirty-six thousand five hundred and sixty) options, aims to drive long-term performance, retain key talent, and enable employee participation in the Company?s growth.

The Plan has been formulated in accordance with the provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB&SE Regulations). It is administered by the Nomination and

Remuneration Committee (NRC), which also acts as the Compensation Committee for the purposes of the SBEB&SE Regulations.

ESOPs have been granted to eligible employees, as determined by the NRC, in accordance with the approved vesting schedule. The options are exercisable into fully paid-up equity shares of 1 each of the Company, subject to the terms and conditions of the

Plan and applicable laws and regulations in force.

The statutory disclosures as mandated under the

Act and SBEB&SE Regulation and a certificate from Secretarial Auditors, confirming implementation of the

Scheme in accordance with SBEB&SE Regulations and Members resolutions have been hosted on the website of the Company at https://www.tatapower.com/esop-scheme and the same will be available for electronic inspection by the Members during the Annual General Meeting (AGM) of the Company.

During the year under review, there have been 36,00,710 (Thirty-six lakh seven hundred and ten) grants made by the Company to its eligible employees. Further, 2,64,780 (Two lakh sixty-four thousand seven hundred and eighty) stock options had been treated as lapsed and forfeited.

16. Conservation of Energy & Technology Absorption

The information on conservation of energy, technology absorption as stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - III.

17. Corporate Governance

Pursuant to Regulation 34 of the Listing Regulations, the Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance, forms part of this Integrated Report.

18. Vigil Mechanism

Your Company believes in conducting of the its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the TCoC, any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the TCoC cannot be undermined.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, and fraud or violation of the Company?s code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chief Ethics Counsellor/ Chairman of the Audit Committee of Directors of the Company for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors.

19. Risk Management

The Board has formed a Risk Management Committee for overseeing the Company?s risk management processes and systems and implementation of the risk management policy.

The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee of Directors has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

Internal Financial Control Systems and their Adequacy

The Company has set up a robust internal audit function which reviews and ensures sustained effectiveness of IFC by adopting a systematic approach to its work. To fulfil the requirements of the Act, the internal audit team has integrated the Internal Financial Controls into the Risk Control Matrices (RCMs) of enterprise processes. IFC controls were tested as part of the approved annual internal audit plan.

The Company continued the Control Self-Assessment (CSA) process through an online tool, whereby responses of all process owners are used to assess the effectiveness of internal controls in each process. This supports CEO/CFO certifications for internal controls.

The Company has implemented an online Internal audit Management tool (LASER) to manage the audit life cycle. On review of the internal audit observations and actions taken on audit observations, we can state that there are no adverse observations having material impact on financials or material non-compliances which have not been acted upon.

20. Details of Significant and Material Orders

No significant and materials orders were passed by the regulators or courts or tribunals impacting the going concern status of your Company?s operations in the future. No application was made and no proceedings was pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

21. Statutory Auditors

At the 103rd AGM held on July 7, 2022, the Members approved the re-appointment of M/s. S R B C & CO. LLP (SRBC) (ICAI Firm Registration Number: 324982E/ E300003), as the Statutory Auditors of the Company for a second term of 5 years commencing from the conclusion of the 103rd AGM till the conclusion of the 108th AGM to be held in the year 2027.

The standalone and consolidated financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act.

The Statutory Auditor?s Report does not contain any qualifications, reservations, adverse remarks or disclaimers. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under Section 143(12) of the Act, during the year under review.

The Statutory Auditors were present in the last AGM.

22. Cost Auditor and Cost Audit Report

M/s. Sanjay Gupta and Associates (Firm Registration No. 000212), Cost Accountants, were appointed as Cost Auditors of the Company. The Board, based on the recommendation of the Audit Committee of Directors has approved their appointment, for conducting the cost audit for FY26. A resolution seeking approval of the Members for ratifying the remuneration of Rs. 6,50,000 (Rupees Six lakh fifty thousand) plus applicable taxes, travel and actual out-of-pocket expenses payable to the Cost Auditors for FY26 is provided in the Notice of the ensuing AGM.

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Act is not applicable to the Company. The Cost Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers.

23. Secretarial Auditor and Secretarial Audit Report

M/s Makarand M. Joshi & Co., Practicing Company Secretaries (Firm Registration

Number: P2009MH007000), were appointed as the Secretarial Auditor of the Company for a period of 5 consecutive years, commencing from FY 2025-26 to FY 2029-30, at the Board meeting held on May 14, 2025, based on the recommendation of the Audit Committee of Directors, subject to the approval of the Members at the ensuing AGM of the

Company. They will undertake secretarial audit as required and issue the necessary secretarial audit report for the aforesaid period in accordance with the provisions of Section 204 of the Act and the Companies

(Appointment and Remuneration of Managerial

Personnel) Rules, 2014 and amended Regulation 24A of the Listing Regulations. They have confirmed that their appointment complies with the eligibility criteria in terms of Listing Regulations. The resolution seeking

Members? approval for their appointment forms part of the Notice.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances. The

Secretarial Audit Report is provided as Annexure-IV to this Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimers.

As per the requirements of Listing Regulations, Practicing Company Secretaries of the material unlisted subsidiaries of the Company viz. Tata Power Delhi Distribution Limited and TP Western Odisha

Distribution Limited have undertaken secretarial audits of subsidiaries for FY25. The Secretarial Audit Reports of such subsidiaries, as annexed to this Report confirm that they have complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances.

The Secretarial Audit Report of Tata Power Renewable Energy Limited, being the material Debt Listed subsidiary, is not annexed.

24. Secretarial Standards

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively

25. Loans, Guarantees, Securities and Investments

Your Company, being an infrastructure company, is exempt from the provisions as applicable to loans, guarantees, securities and investments under Section 186 of the Act. Therefore, no details are required to be provided.

26. Related Party Transactions

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed using the following link: https://www. tatapower.com/corporate-policies/Related Party Transactions Policy.pdf

During the year under review, all transactions entered into with related parties were approved by the Audit Committee of Directors. Certain transactions, which were repetitive in nature, were approved through the omnibus route. As per the Listing Regulations, any related party transaction exceeding Rs. 1,000 crore or 10% of the annual consolidated turnover, as per the last audited financial statement whichever is lower, is considered as material and requires the Members' approval. Accordingly, the Company sought and obtained the necessary Members' approval for the year under review. However, there were no transactions with any related parties falling under the scope of Section 188 of the Act. Therefore, the disclosure of

Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for FY25 and does not form part of this report.

27. Sustainability

Your Company is committed to the Tata Group values and the nation?s vision for sustainable growth and energy security for all. Additionally, strong focus is placed on staying abreast of international practices and societal imperatives, in alignment with the UNSDGs. 44% of your Company's generating capacity comes from clean and green energy sources like solar, wind, hydro and waste heat recovery with further additions being made through utility scale solar, wind-solar hybrid along with Energy Storage Systems and pumped storage projects. Your Company is also conscious of rising gen-next consumer sentiment around environmentally responsible lifestyle and consumption and has created multiple products and services that enable customers to make small changes today for a greener tomorrow.

Your Company has announced its sustainability aspirations in alignment with the Tata Group?s vision of sustainability leadership in Project Aalingana. The ambition is to become Net Zero by 2045 by transitioning away from thermal operations subject to fulfilment of contractual obligations and useful life, Water Neutral and Zero Waste to Landfill by 2030 and No Net Loss to Biodiversity by 2030. Decisive measures have been put into motion to steer this transformation journey. Your Company?s efforts on this path have been validated and acknowledged by external sustainability experts, with your Company consistently leading the Energy sector rankings, both domestic and global. Your Company has made climate strategy commitments aligned to leading international guidance initiatives like Science Based Targets initiative (SBTi). Your Company has received validation from the SBTi for its near-term decarbonization targets. This milestone establishes the Company as the sole Indian Integrated Power utility with validated SBTi targets, in line with the well-below 2?C trajectory.

27.1 Care for our community/community relations

Our business is committed to transforming millions of lives through sustainable practices, environmentally friendly solutions, and comprehensive community development initiatives. We take pride in reaching some of the most remote areas of India through the Tata Power Community Development Trust (TPCDT), which forms the cornerstone of our CSR efforts across various regions.

Your company has always placed the community at the heart of its mission, identifying four key focus areas to guide its efforts: Education, Employability & Employment, Entrepreneurship and Essential Enablers. These focus areas are reflected in our five flagship initiatives: Club Enerji (promoting education and energy conservation), Adhikaar (financial and digital inclusion), PayAutention (supporting autism), Roshni (integrated vocational training), and Anokha Dhaaga

(microenterprises for collectives). Additionally, we support community development needs through special initiatives such as Urja, Sports, Health support through Mobile Medical Units and one time community need based activities. Our strong culture of volunteering is embodied in the 'Arpan' program, where employees have contributed over 2.68 lakh hours annually with the 49000+ no. of volunteers. We remain dedicated to empowering communities and driving meaningful, positive change in society.

In FY25, Company?s prized initiatives have made their way into the hearts and minds of people residing in 110 districts spanning 18 states. This feat includes touching the lives of 47.54 lakh people dwelling in 19 aspirational districts as designated by NITI Aayog, Govt. of India, as well as uplifting the spirits of marginalized communities through our steadfast commitment to the Tata Affirmative Action program.

Your Company takes great pride in joining hands with more than 2000+ public institutions, including Agnanwadi centers, public health workers, various government hospitals and schools, as well as gram panchayats and forest divisions and Govt. Composite Regional Centers, District Early Intervention Centers, with focus on regions in Maharashtra, Tamilnadu, Jharkhand, Odisha and Uttar Pradesh regions. Our joint efforts are aimed towards building a society that is more equitable and empowering for all its members.

Flagship initiatives undertaken across various locations during the year, are summarized below:

Club Enerji, a dynamic resource and energy conservation initiative has successfully reached over

1000+ schools in New Delhi, Maharashtra, Jharkhand, Tamil Nadu, Gujarat, Madhya Pradesh, Karnataka, Bihar, Rajasthan and Odisha. With a focus on engaging and inspiring young minds, this initiative is fuelling a movement towards responsible energy consumption and environmental stewardship. Energy Conservation Week, from December 7 to December 14, is celebrated with 10+ regional Urja Melas followed by the National Urja Mela in Delhi.

Adhikaar, empowers communities and institutions by fostering financial inclusion and bridging the information gap in accessing government social security and welfare schemes. Adhikaar has already expanded to 80 districts across 13 states in India covering 5 lakhs+ beneficiaries, developing 900+

Adhikaarpreneurs and unlocking value worth 400 crore+ through government schemes.

PayAutention, has become a beacon of hope for those seeking support and guidance on the Autism

Spectrum Disorder in India. Through our efforts, we have trained over 2,700 public workers and 500+ expert organizations to identify and provide essential support for individuals with Autism. Our outreach has also impacted more than 18,000 community members. Direct engagement has reached 8 states, while the E-Sanidhya platform has extended its reach to 28 states and 4 Union Territories. The following initiatives were made during the year:

• TPCDT-powered E-Sanidhya web-portal, inaugurated by Minister for MSJE, -GOI with NIEPID and Tata Elxsi and collaboration with

Department for PWD for Purple Fest, Launch of Dance Movement Yoga Therapy at Rashtrapati Bhavan, New Delhi.

• Supported F&B & Hospitality students of NIEPID,

Mumbai with guest-lectures + industrial exposure with Indian Hotels Company Limited, sensitisation workshops conducted for TACO.

Roshni, has illuminated the path to success for thousands of young minds across the nation. With 55 vocational training centres spanning over 15 districts in 11 states, Roshni has paved the way for youth to excel in the ever-growing green job sector and unlock their potential as budding entrepreneurs. During the year more than 2.71 lakh individuals have benefited from this program. Major improvements for the year include the addition of courses such as the EV Technician

Program, TCS Youth Employability Program, and Tribal Youth Placement in Odisha.

Abha, enables women to earn while they learn, bringing brighter prospects to women in Delhi, Odisha, and Mumbai. By empowering 1,000 individual ABHAs in Delhi, 200 ABHAs in Mumbai, and nearly 2,000+

ABHAs in Odisha, is making significant progress toward creating a more equitable and promising future for women.

Anokha Dhaaga, a group of determined and skilled women, guided by their entrepreneurial spirit, is embarking on a journey of empowerment and self-reliance. This initiative has provided training to approximately 40,000 women across 8 states in

India, equipping them with the skills and knowledge necessary to succeed. Through their collective efforts, these women have designed over 40 unique creations, showcasing their talent and ingenuity. Their dedication to personal and economic empowerment is not only transforming individual lives but also contributing to the socio-economic development of their communities and beyond.

Urja, has been a driving force in supporting the fundamental requirements of communities, under the area of essential enablers and instrumental in improving the lives of people in rural and urban areas, where basic amenities are scarce. This initiative has been felt far and wide, with nearly 200 public institutions including schools across 18 districts benefitting from the programme. Furthermore, the Lab on Bike programme, which is focused on promoting Science, Technology, Engineering and Mathematics (STEM) education in rural areas, has been successfully rolled out in more than 296 schools in Rajasthan, Madhya Pradesh, Maharashtra and Uttar Pradesh providing experiential learning opportunities to nearly

38,000+ children.

Arpan, your Company?s commitment to social and environmental responsibility appears in its Arpan program, which encourages employees to engage with meaningful initiatives and make a positive impact in their communities. The 'Arpan' program, where employees have contributed over 2.68 lakhs hours annually with the 49,000+ number of volunteers.

The CSR policy of the Company has been provided on the Company?s website at https://www.tatapower.com/ corporate-policies/Corporate Social Responsibility (CSR) Policy - 2024.pdf The Company?s standalone CSR spend for FY25 was 13.96 crore against Nil CSR obligation (calculated as per Section 135 of the Act). On a consolidated basis, the Company's Group entities including IEL, PPGCL and PTL expenditure on CSR activities stood at 77.97 crore against the CSR obligation of 63.86 crore (calculated as per Section 135 of the Act) in FY25. The balance unspent of CSR obligation has been transferred to Special Bank Account in compliance with the provisions of the Act.

Details of the consolidated CSR activities of your Company and its key subsidiaries are described in the Communities section of this Integrated Report (Pages 150-163) as well as in the Business Responsibility and Sustainability Report (BRSR). A brief of CSR activities

(standalone) is provided in Annexure - V to this Report.

27.2 Affirmative Action

The Company's Affirmative Action (AA) policy visualizes and believes in promoting social equity and opportunities that enable and empower socially and economically disadvantaged sections of society, specifically the Scheduled Caste, Scheduled Tribes,

Persons with Disabilities and women from marginalised communities (AA group). Aligned with our motto of 'Lighting Up Lives' and focused on 'Powering Transformation,' our AA Policy drives impactful change across marginalized communities and underserved regions.

Our AA vision targets inclusivity and transformation in key neighborhoods, aspirational districts, and other underserved areas. By 2030, we aim to positively impact the lives of 120 lakh individuals within the AA community through direct and indirect initiatives.

This will be achieved by implementing purpose-driven programs, forming strategic partnerships with businesses and institutions, and leveraging employee expertise through volunteerism.

The Company focuses on marginalized groups in regions near our operations, aspirational districts, and communities such as informal sector workers, neurodiverse individuals, and sanitation workers. Our

AA policy, governed by the Apex AA Council, upholds inclusivity and equity and is reviewed regularly in line with enhanced standards, UNSDGs, ESG requirements, and community insights.

To ensure long-term, sustainable impact, we have developed flagship programs across five key pillars: Education, Employability & Employment, Entrepreneurship, and Essential Enablers. These programs are tailored to regional and business contexts, with performance scorecards ensuring alignment. For example, the 'Pay Autention' flagship was created to address the specific needs of underserved communities, aiming for nationwide impact.

Additionally, the Company enables diversity and inclusion within its workforce, with a strategy to enhance gender diversity and support PwD and neurodiverse individuals.

TPCDT extends strategic support to Tata Power group entities in developing sustainable, long-term projects including initiatives like Farmer Field Schools, wildlife conservation, and beyond.

In line with our commitment to inclusivity, we ensure access to affordable energy through initiatives like micro-grids, renewable energy solutions, and solar rooftops, helping underserved communities achieve energy independence and sustainability.

27.3 Sustainability Reporting

Your Company has voluntarily adopted the

International Integrated Reporting Council (IIRC)-IR Framework to prepare its Sixth Integrated Report in FY25. Your Company has again prepared BRSR with disclosures on both Essential and Leadership Indicators this year. The contents of the report are in accordance with the Global Reporting Initiative (GRI) 2021 standards and align to the National Guidelines for Responsible Business Conduct (NGRBC) on Social, Environmental and Economic responsibilities of the business as well as the United Nations SDGs. The

Integrated Report communicates your Company's performance on financial and non-financial aspects to all stakeholders, underlying the priority of our leadership and strategy towards value creation as well as commitment to a more sustainable future with low-carbon smart energy solutions.

1. Environment

Your Company remains steadfast in its pursuit of operational excellence by continuously adopting industry best practices that enhance efficiency parameters such as heat rate and auxiliary power consumption. These initiatives lead to reduced resource consumption and optimized carbon emissions, reinforcing the Company?s commitment to sustainability.

As part of its environmental transparency efforts, your Company has been rated 'B-' under

Child Development and Pedagogy, a globally recognized disclosure framework for climate-related reporting. Staying true to its vision of environmental stewardship in the power industry, the Company places a strong emphasis on efficient water usage, responsible recycling, and waste management, ensuring full compliance with all regulatory requirements.

Further strengthening its sustainability initiatives, your Company has adopted a Rainwater Harvesting policy and is rapidly implementing it across all its operational locations. Additionally, your Company has been strategically expanding its footprint in the renewable energy sector by venturing into emerging green business domains such as Pumps Storage, Microgrids, EV charging infrastructure, Home Automation solutions, and Solar Rooftop installations, and has been actively exploring new opportunities in the power distribution business.

Your Company has proactively developed a

Climate Change Policy as part of its commitment to environmental sustainability and responsible corporate governance. This policy serves as a strategic framework to mitigate climate risks, reduce carbon emissions, and enhance resilience against environmental challenges. By integrating sustainable practices into its operations, your Company aims to drive long-term value creation while contributing to global climate action efforts.

These forward-thinking initiatives reinforce your Company?s unwavering commitment to sustainable, green growth, while also empowering customers with energy-efficient, and future-ready, smart energy solutions. A comprehensive overview of the Company?s environmental protection and biodiversity conservation efforts can be found in the Environment section of

Integrated Report (Pages164 - 188).

2. Health and Safety

Your Company is consciously committed to the health and safety of all employees and stakeholders, with a defined safety vision: 'To be a leader in safe work practices in the global power and energy business'.

Your Company employs a pro-active and preemptive approach to occupational health and safety, ensuring comprehensive engagement across all levels. Consequently, 100% of employees and contractual workforce have been trained on various aspects of the Occupational Health and Safety Management System. Continuous improvement in management systems has enabled hazard elimination and risk reduction, driving the goal of 'No Harm, No Injuries'. In FY25, your Company enhanced safety practices through the deployment of advanced technologies such as digitalization, automation, artificial intelligence (AI-ML), video analytics, virtual reality, and mechanization to mitigate risks. Key technological advancements include:

• Upgradation of Suraksha Mobile Application (SAP EHSM based) to facilitate stakeholder safety observation reporting.

• Drone Utilization for enhanced safety and operational monitoring.

• Helmet-Mounted Cameras to ensure adherence to Standard Operating Procedures (SOPs).

Remote Work Assistance via the 'Vani/Roshni Platform' to provide real-time safety guidance.

Safety Strengthening Initiatives

The following initiatives were undertaken to further reinforce safety performance:

1. Felt Leadership and Active Engagement - Sessions conducted for business associates, proprietors, supervisors, and line managers.

2. Enhanced Safety Reporting and Learning Culture - Strengthened minor injury and near- miss reporting to refine preventive actions.

3. Business Associate Safety Management-

Comprehensive competency training and dignity cum well-being programs implemented.

4. Action-Oriented Leadership and Review Mechanisms - Strengthened oversight of serious injuries and fatalities (SIF).

5. AI and Digital Technology in Safety - Adoption of predictive safety tools and digital risk management solutions.

6. Benchmarking of Critical Safety Procedures - Revision of eight critical and two general procedures to eliminate implementation gaps.

7. Skill Building an Competency Development-

Establishment of a competency training matrix for employees and workforce.

Through these concerted efforts, your Company aims to elevate safety standards and achieve excellence in occupational health and safety in

FY26 and beyond. A detailed overview of health and safety initiatives is available in the Employees section of the Integrated Report (Pages 126-145).

3. Customer Relationship

Your Company is working consistently towards becoming a ‘Utility of the Future? with pioneering energy solutions to create a sustainable future.

Building lasting relationships with all our stakeholders, especially our customers, is a responsibility which is owned and cherished. Our focus in our routine operations revolves around our customer affection statement, 'To earn the affection of customers by delivering superior value and superior experience thereby making them ambassadors'. Your Company ensures 100% health and safety communication for products and services through safety signage in and around substations and public places.

Your Company has pledged to continue being a bias free and inclusive organisation. Towards this commitment, as a first among Indian power utilities, the first Divyang managed Customer

Relation Centre in Mumbai has been inaugurated to serve all consumers with delight. The centre aims to provide a dignified livelihood by encouraging

Persons with Disabilities to fearlessly aspire and achieve their dreams. With UJALA and Bills in

Braille, the visually impaired are also empowered to understand their power supply bills and pay them on time. The introduction of dedicated counters across all Customer Relation Centres in Mumbai for Senior Citizens and Persons with Disabilities, lends further credence to the brand which is synonymous with Care for its customers. Your Company has achieved an annualized sale of 375 MUs in Green Power in FY25, on a cumulative basis for around 50,000+ consumers. With the power to choose 100% Green Power for consumption, this model has received a boost across all Discoms in India. Many states have already implemented this solution within their regulatory framework. In caring for the environment, various measures have been adopted to encourage consumers to adopt a digital lifestyle. Around 53% of our consumers are now E-Bill consumers and have supported us in paperless billing. In addition, your Company has achieved a benchmark of 90% digital payments from its consumers for urban Discoms (Delhi and

Mumbai) and 35% for Odisha Discom. Further, the adoption of digital billing and payments will save an estimated 50 lakh sheets of paper yearly. Your Company has also promoted DSM awareness under 'Urja Arpan' banner to 1 lakh customers and has launched the Model Urja Arpan Society,

AC scheme launched with W J Clinton Foundation. Under this program around 90,000 energy efficient products were sold to customers. BDR program was carried out in Delhi and Mumbai with a total 19 events and load shaving of around 420 MW. Energy Audit programs were offered to around 20 large C&I customers.

A detailed description of your Company's customer relation measures is given in the Customers section of Integrated Report (Pages 114-125).

4. Human Resource Management

Your company strongly believes in leveraging its human capital not only to accelerate the green energy transition but also to drive sustainability, innovation, and customer-centric solutions, all while ensuring consistent growth in shareholder value.

The Human Resources (HR) strategy is focused on attracting and retaining top talent to support the company?s expanding growth needs while building and nurturing future leaders through a robust internal talent pipeline. The talent philosophy is centered on providing an environment where employees can contribute to your company?s sustainability agenda, collaborate within diverse teams, and access ample opportunities for professional and career growth.

The HR team plays a critical role in managing workforce costs through productivity enhancements, fulfilling talent requirements in growth areas, building capabilities in emerging fields, preparing for future business acquisitions, and engaging both frontline employees and those with in-demand skills. The Company's 3-tier Leadership Academy Framework and Future Skill Academies ensure a strong pipeline of leaders and skilled professionals to enable the growth.

To strengthen its talent pool, your Company primarily relies on campus recruitment, with hiring of experienced talent limited to specialized & niche roles which aligns with its 'Build and Grow from Within' philosophy. The Tata Power Cadre Development Program (TPCDP) identifies promising early-career talent from campuses, equipping them with intensive learning opportunities, training, innovation projects, batch networking, and mentorship. The Company maintains a strong focus on high performance while enhancing employee engagement and experience. Future CXOs are identified and developed through the Talent NXT program. A three-tier leadership development framework fosters leadership at all levels, while Future Skills Academies enhance organizational capabilities. The ‘Daksha? program ensures future-proofing careers by reskilling and redeploying employees. A culture of continuous learning and career growth is reinforced through job rotation, career progression opportunities, and a well-structured succession planning process, recognized as a best practice within the Tata Group.

Your Company also prioritizes holistic employee well-being through its ‘A Fuller Life? program, which addresses physical, mental, social, and financial well-being. In its commitment to fostering a more inclusive workplace, efforts are underway to enhance Gender

Diversity, Generational Diversity, and the inclusion of

Persons with Disabilities (PwD).

Additionally, a robust and well-defined Employee Value

Proposition (EVP) with key pillars of Sustainability, Oneness, and Growth is established which represents what your Company stands for as an employer, reflecting organization's attributes in creating a compelling employee experience.

To remain agile and responsive to evolving business needs, your Company continuously revises and strengthens its people policies and practices, ensuring they align with both current and future workforce requirements.

A detailed description is given in the Employees section of Integrated Report (Pages 126 - 145).

27.4 Business Responsibility & Sustainability Report (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Company?s performance on Environment, Social and Governance parameters for FY25 in the prescribed format, is part of this Integrated Report. Cross-references are provided in relevant sections of this Integrated Report with suitable references to the BRSR.

In terms of Listing Regulations, the Company has obtained BRSR Reasonable assurance on BRSR Core Indicators from TUV India Private Limited.

27.5 Prevention of Sexual Harassment

Your Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace, to provide protection to employees at the workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance as well as MD&A.

28. Annual Return

Pursuant to Section 92(3) and 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, the Annual Return for FY25 is available on the website of the Company at https://www. tatapower.com/pdf/investorrelations/Annual-Return-MGT-24-25.pdf

29. Particulars of Employees and Remuneration

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure - VI.

The Statement containing the particulars of the top ten employees and the employees drawing remuneration in excess of the limits prescribed under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies

(Appointment and Remuneration of Managerial

Personnel) Rules, 2014 is an annexure forming part of this Report. In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid annexure.

The said statement is also available for inspection with the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary at investorcomplaints@tatapower.com.

Officers of the organisation are classified into five management work levels i.e. MA, MB, MC, MD and ME. The work levels are further divided into grades. Non- management employees are across different grades and have been classified as unskilled, semi-skilled, skilled and highly skilled.

30. Change in name of Registrar and Share Transfer Agent

The name of Registrar and Transfer Agent of the Company is changed to MUFG Intime India Private Limited (RTA) from Link Intime India Private Limited, with effect from December 31, 2024. This is pursuant to acquisition of Link Group by Mitsubishi UFJ Trust & Banking Corporation, by way of scheme of arrangement.

31. Disclosure under Electricity Distribution (Accounts and Additional Disclosures) Rules, 2024

Pursuant to the provision of Ministry of Power (MoP) Electricity Distribution (Accounts and Additional Disclosures) Rules, 2024, the disclosure required under Clause 6 of the said Rules is annexed to the Board?s Report as Annexure VII.

32. Deposits from Public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the March 31, 2025.

33. Foreign Exchange - Earnings and Outgo

The information on Foreign Exchange - Earnings and Outgo as stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, are provided below:

(Rs. crore)

34. Acknowledgements

On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our shareholders, customers, business partners, vendors, bankers, financial institutions and academic institutions for all the support rendered during the year.

The Directors are thankful to the Government of India, the various ministries of the State Governments, the Central and State electricity regulatory authorities, communities in the neighbourhood of our operations, municipal authorities and local authorities in areas where we are operational in India; as also partners, governments and stakeholders in international geographies where the Company operates, for all the support rendered during the year.

Finally, we appreciate and value the contributions made by all our employees and their families for making the

Company what it is.