Torrent Power Ltd

Dear Members,

Your Directors are pleased to present Twentieth Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

1. OPERATIONAL & FINANCIAL HIGHLIGHTS

The Management Discussion and Analysis Report for FY24 is part of the Annual Report and explains the operating and financial performance of the business for the year.

Summary of the Financial Statements of the Company for the year under review is as under:

(Rs. in Crore except per share data)

2. DIVIDEND

As per Dividend Distribution Policy, the Company endeavours to distribute approx. 40% of its consolidated annual profits after tax as dividend in one or more tranches. The Board of Directors, on February 08, 2024, declared interim dividend of Rs. 12.00 per equity share on 48,06,16,784 nos. of equity shares for FY24 [PY Rs. 22.00 per equity share (including Rs. 13.00 per equity share as a special dividend)].

The Board, on May 22, 2024, has recommended a final dividend of Rs. 4.00 per equity share on 48,06,16,784 nos. of equity shares for FY24 [PY Rs. 4.00 per equity share]. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting and if approved, would result in a cash outflow of Rs. 192.25 Crore.

The total outflow on account of dividend is Rs. 768.99 Crore [PY Rs. 1,249.61 Crore] i.e. 40.86% [PY 57.57%] of consolidated total comprehensive income for FY24.

The Dividend Distribution Policy of the Company can be accessed at the Company's website: ht t ps: // w w w.torrent power.c om /p df/ investor s / DividendDistributionPolicy.pdf

3. TRANSFER TO RESERVES

The Company has transferred Rs. 17 Crore from Debenture Redemption Reserve to General Reserve during the year under review. An amount of Rs. 2 Crore has been transferred to certain specific reserves, as described in the Statement of Changes in Equity being part of the Standalone Financial Statements.

4. FINANCE

During the year, ratings of the Company and its wholly owned subsidiaries were rated by various rating agencies. Movement in the ratings during the year along with status as at the end of year are reproduced below:

1. Credit facilities of the Company have been rated by CRISIL Ratings and India Ratings. CRISIL Ratings during the year had reaffirmed credit rating on both long-term as well as short-term facilities. India Ratings had assigned credit rating on long term facilities and reaffirmed its rating on short-term facilities. Ratings as at end of the year stood at:

a. Long term rating: CRISIL AA+/Stable

(Reaffirmed) and IND AA+/ Stable (Assigned) b. Short term rating: CRISIL A1+ and IND A1+ (Reaffirmed)

2. Ratings of following subsidiaries of the Company were reaffirmed during the year:

a. Torrent Solargen Limited, (i) Long term rating of ‘AA/Stable' by CRISIL Ratings for its non- convertible debentures of Rs. 550 Crore and (ii) Long term rating of ‘AA/Stable' by India Ratings for Capex LC facility of Rs. 700 Crore;

b. Torrent Saurya Urja 2 Private Limited, long- term rating of ‘AA/Stable' and short-term rating of ‘A1+' by CRISIL Ratings;

c. Jodhpur Wind Farms Private Limited and Latur Renewables Private Limited, long-term rating of ‘AA+(CE)/Stable' by CRISIL Ratings;

3. Ratings of following subsidiaries of the Company were assigned during the year:

a. Surya Vidyut Limited, long-term rating of ‘AA+/Stable' and short-term rating of ‘A1+' by India Ratings;

b. Dadra and Nagar Haveli and Daman Diu

Power Distribution Corporation Limited, long -term rating of ‘AA/Stable' and short-term rating of ‘A1+' by India Ratings;

c. Torrent Electricals Private Limited (formerly known as TCL Cables Private Limited), long-term rating of ‘AA-/Stable' and short-term rating of ‘A1+' by CRISIL;

Finance cost of the Company (on a consolidated basis) increased to Rs. 943 Crore as against Rs. 818 Crore in FY23. The increase in interest cost was partly on account of higher debt and partly due to increase in interest rates.

During the year under review, the Company:

a. tied-up long- term facilities of Rs. 3,750 Crore (Rs. 1,700 Crore through term loans and Rs. 2,050 Crore through non-convertible debentures). Company availed Rs. 2,605 Crore to finance capital expenditure for its distribution business, repay part of its existing debt and partly fund its Regulatory Assets in its Licensed Distribution Business;

b. tied-up short term capex LC facility ofRs. 300 Crore to finance renewable projects being implemented in its subsidiaries and working capital facility of

Rs. 1,350 Crore (Rs. 1,000 Crore non-fund based and

Rs. 350 fund based) to cater to growing working capital requirements of the Company;

c. tied-up credit long-term facility of Rs. 1,336 Crore to finance the implementation of 300 MW (420

MWp) Solar Power Project in its subsidiary named Torrent Saurya Urja 2 Private Limited;

d. tied-up credit working capital facility of Rs. 150 Crore to cater to working capital requirement of Torrent Electricals Private Limited (formerly known as TCL Cables Private Limited);

e. prepaid supplier's credit facility of Rs. 675 Crore in Torrent Solargen Limited;

The Company repaid long term debt of Rs. 1,833 Crore (including prepayments).

Outstanding consolidated long term debt as on March 31, 2024 was Rs. 11,312 Crore (Refer Note

23 to the Consolidated Financial Statements). Consolidated debt to equity (including deferred tax liability) ratio as at the end of FY24 was 0.88 (Previous Year: 0.92). The particulars of loans given, guarantees provided and investments made during the year are disclosed in Note 55 to the

Standalone Financial Statements.

The Company, being an infrastructure company, is exempt from the provisions as applicable to loans, guarantees, security and investments under Section 186 of the Companies Act, 2013 ("the Act").

5. SUBSIDIARIES AND ASSOCIATES

The Board has reviewed the affairs of the Company's Subsidiaries and Associates at regular intervals. In accordance with Section 129(3) of the Act, the Company has prepared Consolidated Financial Statements incorporating the Financial Statements of all Subsidiaries which form part of the Annual Report. Further, a statement containing salient features of the Financial Statements of the Company's Subsidiaries is given in prescribed Form AOC-1, which forms part of the Integrated Annual Report (Refer Page No. 489). The said Form also highlights the financial performance of each of the Subsidiaries included in the Consolidated Financial Statements.

The details pertaining to the Companies that have become or ceased to be the Subsidiary or Associate of the Company during the year are provided in Note no. 41 to the Consolidated Financial Statements, forming part of the Integrated Annual Report. In accordance with Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements alongwith separate Audited Financial Statements in respect of Subsidiaries are available for inspection by the Members at the Registered Office of the Company during the business hours on all working days. Any person desirous of obtaining the said Financial Statements may write at cs@torrentpower. com. The Annual Report of the Company and Audited Financial Statements of each of the Subsidiaries have been placed on the website of the Company at www. torrentpower.com.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Board, at its Meeting held on February 08, 2024, appointed Apurva Diwanji (DIN: 00032072) as an Additional Director(Non-Executive, Independent) of the

Company w.e.f. February 09, 2024 till the conclusion of the next General Meeting subject to approval of the Members of the Company through special resolution in the next General Meeting of the Company or within the period of three months from the date of appointment, whichever is earlier. The Members, vide resolution passed through Postal Ballot on May 02, 2024, approved his appointment as an Independent Director of the Company for a term of 5 consecutive years commencing from February 09, 2024 till February 08, 2029 (both days inclusive) and shall not be liable to retire by rotation.

Sudhir Mehta (DIN: 00061871), Chairman Emeritus, has stepped down as Non-Executive, Non-Independent

Director of the Company on March 31, 2024 with a desire to spend more quality time with family and on social causes. The Board put on record its deep appreciation for the pioneer role played by him in building up the

Company. He will continue to be Chairman Emeritus of the Company without holding any position on the Board of Directors of the Company.

Keki Mistry (DIN: 00008886) and Pankaj Patel (DIN: 00131852), Independent Directors of the Company, who were appointed for second and final term for a period from April 01, 2019 to March 31, 2024 ceased as Directors on the Board of the Company on March 31,

2024 pursuant to completion of second and final term.

The Board put on record its sincere appreciation for the valuable role played by them in guiding the functioning of the Board and its Committees.

The Board, at its Meeting held on May 22, 2024:

? Appointed Sunil Dass Mathur (DIN: 02261944) as an Additional Director (Non-Executive, Independent) of the Company w.e.f. May 23, 2024 till the conclusion of the next General Meeting subject to approval of the Members of the Company through special resolution in the next General Meeting of the Company or within the period of three months from the date of appointment, whichever is earlier. The Board hereby recommends his appointment as an Independent Director for a period of 5 consecutive years from May 23, 2024 till May 22, 2029 (both days inclusive), not liable to retire by rotation. In the opinion of the Board, he possesses requisite expertise, integrity and experience (including proficiency) for appointment as an Independent Director of the Company.

? Elevated Jinal Mehta (DIN: 02685284) as the Vice

Chairman and Managing Director of the Company w.e.f. June 01, 2024 till the end of his current term i.e. upto March 31, 2028 on the same terms and conditions including remuneration of his appointment as approved by the Members at the AGM held on August 08, 2022, subject to approval of the Members of the Company in the next General Meeting of the Company. The Board hereby recommends his appointment as the Vice Chairman and Managing Director of the Company w.e.f. June 01, 2024 till March 31, 2028.

? Noted that Varun Mehta (DIN: 07862034) relinquished his position as Whole-time Director of the Company effective from close of business hours of May 31, 2024.

However, he shall continue to be a Non-Executive

Director (Promoter Category) on the Board of the Company, liable to retire by rotation w.e.f. June 01, 2024. The Board hereby recommends his appointment as a Non-Executive Director (Promoter Category) on the Board of the Company w.e.f. June 01, 2024.

? Appointed Jigish Mehta (DIN: 09054778) as an

Additional Director, in the category of Whole-time Director and designated as Director (Generation) of the Company w.e.f. June 01, 2024 till the conclusion of the next General Meeting, subject to approval of the Members of the Company in the next General Meeting of the Company or within the period of three months from the date of appointment, whichever is earlier. The Board hereby recommends his appointment as Whole-time Director and designate as Director (Generation) for a period of 5 consecutive years from June 01, 2024 till May 30, 2029 (both days inclusive), liable to retire by rotation.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of

Association of the Company, Varun Mehta (DIN: 07862034) and Mamta Verma (DIN: 01854315) are liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible offer themselves for reappointment.

A brief resume and other relevant details of the Directors proposed to be appointed/re-appointed are given in the

Explanatory Statement to the Notice convening the AGM.

7. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"). The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act and the Code of Business Conduct adopted by the Company.

8. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION POLICY

The Nomination and Remuneration Committee ("the NRC") has approved following criteria and process for identification / appointment of the Directors:

Criteria for appointment: i. Proposed Director ("Person") shall meet all statutory requirements and should:

? possess the highest ethics, integrity and values ? not have direct / indirect conflict with present or potential business / operations of the Company ? have the balance and maturity of judgment ? be willing to devote sufficient time and energy ? have demonstrated leadership and vision at senior levels, and have the ability to articulate a clear direction for the Company ? have relevant experience with respect to Company's business (in exceptional circumstances, specialisation / expertise in unrelated areas may also be considered) ? have appropriate comprehension to understand or be able to acquire that understanding

relating to Corporate Functioning

concerning the scale, complexity of business and specific market and environmental factors affecting the functioning of the Company

ii. The appointment shall be in compliance with the Board Diversity Policy of the Company.

Directors: i. Board members may (formally or informally) suggest any potential person to the Chairperson of the Company meeting the above criteria. If the

Chairperson deems fit, necessary recommendation shall be made by him to the NRC.

ii. Chairperson of the Company can himself also refer any potential person meeting the above criteria to the NRC. iii. The NRC will process the matter and recommend such proposal to the Board.

iv. The Board will consider such proposal on merit and decide suitably.

The Company has in place a policy relating to the remuneration of the Directors, KMP and other employees of the Company. The policy is available on the website of the Company at https://www.torrentpower.com/pdf/ investors/Remuneration_Policy.pdf

9. EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The evaluation of the Board, its Committees and Individual Directors was carried out as per the process and criteria laid down by the Board of Directors.

The proforma formats for facilitating the evaluation process of the Non-Independent Directors and the

Board as a whole and the Committees were sent to all the Non-Executive Directors (except Promoter

Directors). A presentation on functioning of the Board and the Committees, containing the outcome of their evaluation and feedback was reviewed by the Independent Directors in their separate Meeting and by the Board. Based on the feedback, the Board expressed satisfaction on overall functioning of the Board, the Committees and performance of the Directors.

The Board meets at regular interval, with gap between two meetings not exceeding 120 days. During the year under review, the Board met five times.

The Board has six committees namely Audit Committee

(AC), Nomination and Remuneration Committee (NRC),

Corporate Social Responsibility and Sustainability Committee (CSRSC), Stakeholders Relationship Committee (SRC), Risk Management Committee (RMC) and Committee of Directors (CoD). A detailed note on the composition of the Board and its Committees (AC, NRC,

SRC and RMC) is provided in the Corporate Governance Report, forming part of the Integrated Annual Report. Composition of CSRSC is given in the Report on CSR Activities (Annexure - C). CoD is a Board Committee to facilitate routine executive decisions and exercise of authority granted by the Board in various matters. The Minutes of the Committee Meetings are reviewed by the Board at the Board Meeting.

During the year under review, the Company has complied with the provisions of Secretarial Standard 1 (relating to meetings of the Board of Directors) and Secretarial Standard 2 (relating to General Meetings) issued by the Institute of the Company Secretaries of India.

In terms of Section 134(3) of the Act, the Board of Directors states that: a. in preparation of the Financial Statements, the applicable accounting standards have been followed and there are no material departures;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at

March 31, 2024 and of the March 31, 2024;

c. the directors 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;

d. the Financial Statements have been prepared on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

The Members, at the 18^th Annual General Meeting (AGM) of the Company held on August 08, 2022, had re-appointed M/s. Price Waterhouse Chartered Accountants LLP as Statutory Auditors of the Company for a period of 5 years from conclusion of 18^th AGM till conclusion of 23^rd AGM.

The Auditors' Report for FY24 forms part of the Integrated

Annual Report and does not contain any qualification, reservation or adverse remark.

Pursuant to Section 148(3) of the Act, M/s. Kirit Mehta & Co., Cost Accountants, Mumbai had been re-appointed as the Cost Auditors of the Company for FY24 by the Board of Directors for conducting audit of cost records maintained in respect of electricity. Their remuneration was ratified by the Members at 19 ^th AGM of the Company.

The Cost Audit Report for FY23 does not contain any qualification and was filed with the Central Government

(within the prescribed time limit) on August 28, 2023 pursuant to Section 148(6) of the Act.

Pursuant to Section 204 of the Act read with the Rules thereof, the Board of Directors had re-appointed M/s. M. C. Gupta & Co., Company Secretaries, Ahmedabad, as the Secretarial Auditors of the Company for FY24. The Secretarial Audit Report for FY24 is annexed herewith as Annexure – A(I).

Pursuant to Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit

Report of Dadra and Nagar Haveli and Daman and Diu Power Distribution Corporation Limited (DNH-DD), material unlisted subsidiary, is to be annexed with the Annual Report of the Company. The Secretarial Audit

Report of DNH-DD for FY24 is annexed herewith as

Annexure – A(II).

There are no adverse observations in the Secretarial Audit Reports which call for explanation.

The Company has in place adequate internal financial controls with reference to the Financial Statements. The Statutory Auditors of the Company have audited such controls with reference to the Financial Reporting and their Audit Report is annexed as Annexure A to the Independent Auditors' Report under the Standalone Financial Statements and the Consolidated Financial Statements which forms part of the Integrated Annual Report.

In compliance with Regulation 34 read with Schedule V of the Listing Regulations, the Report on Corporate

Governance forms part of the Annual Report. Certificate of the Auditors regarding compliance with the conditions of Corporate Governance is annexed to the Board's Report as Annexure - B.

The CSR Activities undertaken by the Company were under the thrust areas of Community Healthcare, Education &

Knowledge Enhancement and Art & Culture, and Ecology. During the year, the Company was required to spend

Rs. 40.51 Crore (2% of the average net profit of the past three financial years). The total amount spent during the year was

Rs. 43.07 Crore (including surplus of Rs. 1.48 Crore arising at implementing agency level from temporary investment of funds for FY24). Further, the unspent amount at the end of the year was transferred to "Unspent CSR Account" of related ongoing projects by the Company. The brief details of the major CSR activities are described hereunder:

1) REACH: Driven by the belief of Chairman Emeritus, Sudhir Mehta ‘Children are the future of our nation and this future must be well preserved', the flagship

CSR program of the Group "REACH" Reach EAch CHild was initiated in the year 2016 under the aegis of UNM Foundation, a Section 8 Company ("UNMF").

In the past years, UNMF adjusted its approach towards community healthcare initiatives, which are now carried out in two distinct categories viz. Outreach Activities and Medical Services.

Targeting baseline health of children, these activities are designed to improve the health and well-being of children in underprivileged communities, establishing a foundation for a healthy future. Under this programme,

UNMF organises baseline screening camps across various villages in three states of Gujarat, Maharashtra, Uttar Pradesh and Union Territory of Diu, Daman and Dadra and Nagar Haveli. Children are screened for anaemia and malnourishment and necessary interventions are done towards improvement.

In 2023-24, UNMF expanded outreach to more than 600 villages targeting to cover cumulative total of 1,600 villages and screened additional 31,000 children totalling more than

1,50,000 children on a cumulative basis. UNMF plans to extend its interventions to over 400 additional villages in the year 2024-25 with this, we will be able to reach a total of 2,000 villages and make a positive impact on the health of both anaemic and malnourished children. To enhance its impact, UNMF plans to expand its community interventions in villages nearby Dholera, Junagadh and Naswadi in

Gujarat and Agra in Uttar Pradesh.

As a part of our outreach program, UNMF is also empowering adolescent girls in rural areas by addressing the taboo associated with menstruation and promoting menstrual hygiene. The programme included interventions to encourage the use of sanitary napkins and provide education on menstrual hygiene. Female volunteers/employees conducted counselling sessions and distributed sanitary napkins to 11 to 18 years old adolescent girls in SUGEN, Dahej, Indrad, Banaskantha and Radhanpur.

During 2023-24, UNMF has continued drive to shift to bio-degradable reusable sanitary napkins and additional

27,000 adolescent girl beneficiaries have been covered. Till 31^st March 24; we have served 72000 beneficiaries with these unique sanitary pads.

As a part of medical services for children, our efforts are two pronged, with a hub and spokes concept.

Thru PPHCs operating in 8 locations, which have been selected based on surveys and serving underprivileged populace in remote areas, UNMF provide primary care for the children around the region including those referred thru our Outreach camps. These centres provide free medical consultation, basic laboratory services, and medication to underprivileged children.

Starting in 2017 with 4 PPHCs, UNMF have expanded its operations and, currently, 8 PPHCs are operating in Gujarat at Dahej, Indrad, Balasinor, Dediapada,

Waghai, Naswadi, Radhanpur, and Chhapi. Next year, it is planned to expand outreach thru further 2 PPHCs in Gujarat and 1 in Agra. Feeling the need to reach out to more underprivileged children, UNMF has also opened two Urban PPHCs (UPPHC) in Ankleshwar and

Bhestan (Surat), and plan to further open 2 UPPHCs next year.

While PPHCs provide primary care to the children, it has also focused on providing secondary and tertiary care. In 2020, we achieved a significant milestone by transforming our Sugen paediatric centre into a 150-bedded UNM Children hospital.

As a concept, our PPHCs act as spokes and UNM Children Hospital at Sugen as a hub managing all the healthcare activities. Cases which are identified in PPHCs for further treatment, are referred to UNM Children Hospital for advanced care.

UNM Children Hospital is a state of the art facility, providing OPD and IPD services, including advanced and critical surgeries related to Orthopaedic,

Ophthalmology, Neurology, Urology, Plastic Surgery, Dental , ENT etc. disciplines. The hospital boasts of 150 beds, 3 Operation Theatres, 20 bed NICU, 17 bed PICU, and is NABH certified.

Cumulative status across all 10 UNM Children PHCs & 1 UNM Children Hospital

As a part of social welfare responsibility for the populace around our Sugen Mega Power Project, an OPD Clinic ‘Swadhar' was started in 2012. Subsequently, as it was conceptualised the medical complex at Sugen and established UNM Children Hospital, ‘Swadhar' was also relocated and expanded into a multidisciplinary OPD Clinic ‘Sumangal'. It has seen ever increasing footfalls since its inception, caters to patients of all ages, and offers consultations in majority medical disciplines including Ortho, Ophthalmology, Cardiac, Dermatology, Gastroenterology, Dental treatment, etc. The medial complex also houses pathology lab, x-ray, sonography, physiotherapy, audiometry, eye testing, etc.

In 2022, Torrent Group took a strategic decision to shift its focus from OPDs to surgeries, allowing the company to offer advanced surgical procedures to children in need. This decision led to the transformation of the

SUGEN paediatric centre into the UNM Children Hospital, symbolising the company's commitment to providing comprehensive medical services to children. Located in Kamrej, the hospital boasts state-of-the-art infrastructure, including advanced pneumatic tube systems and cutting-edge operation theatres. With a team of highly skilled paediatric surgeons and doctors, the hospital has become a beacon of hope, attracting beneficiaries from cities across India for critical treatments.

Through UNM Children Hospital, Torrent Group has been enhancing facilities and expanding services to meet the growing healthcare demands of the community. The hospital offers specialised cardiac care and has expanded its facilities:

Torrent Group conducts surgical screening camps as part of the UNM Children Hospital - Intensive Awareness

Action Plan to identify and provide primary screening and consultation facilities to surgical patients in remote areas. These camps facilitate the identification of surgical needs and provide essential medical services to underserved communities.

Through these initiatives, Torrent Group is committed to improving the healthcare infrastructure and services available to communities, ensuring better health outcomes and well-being for all.

2) Shiksha Setu: UNM Foundation continued its steadfast commitment to educational empowerment through the Shiksha Setu project. The project was originally launched in 2011 to integrate technology into classrooms and expanded its reach in Phase 2 from

2016 to 2019, covering 13 schools and five subjects.

The unforeseen challenges of the Covid-19 pandemic prompted the foundation to adapt its strategies, leading to the initiation of Shiksha Setu Phase 3 in August 2021. The phase prioritised universal age-appropriate reading and arithmetic competencies for students in grades 3 to 8, alongside imparting employable skills for youth and women. In addition to ongoing initiatives, Project Shiksha Setu introduced two new impactful components in FY 2023-24. "Project Anganwadi" was launched to strengthen foundational skills at early childhood education, while "Project SuGanitam" aimed to eliminate misconceptions about math learning outcomes. These additions align with the Company's continuous commitment to address quality educational needs.

1. Learning Enhancement Program: The LEP program, designed to universalise age-appropriate competencies in reading and arithmetic for grades 3 to 8, reached out to more than 11,000 students during

FY 2023-24. Notably, the program saw a substantial expansion, increasing the number of camp facilitators from 24 to 38, enabling more comprehensive support. A comprehensive assessment was conducted, reaching over 11,000 students. Among them, 3176 students who were identified with reading deficiencies were enrolled in the remedial camp, demonstrating a targeted intervention. The impact of the LEP became evident in the decreasing number of children with reading deficiencies, showcasing the positive outcomes of the program. A third-party impact assessment further validated these results, confirming a substantial improvement in both reading and arithmetic competencies among students over the three-year period.

2. E – Learning: Project E-Learning experienced significant expansion, extending its coverage from

13 to 42 schools. Of these, 36 schools received at least one smart class, whereas four schools were equipped with smart classes across all grades (6 to 8). The total number of smart classes increased from 20 to 70, resulting in the program reaching over 8,000 students, doubling the previous year's reach. A third-party impact assessment validated this growth, confirming substantial improvements in the academic performance of grade 8 students. As part of the broader ShikshaSetu initiatives, two computer labs were established at Shardashish Primary School, at Chhapi and Memadpur. These labs aim to instill computer literacy among students in grades 5 to 8, aligning with the overarching goal of advancing digital skills within the school community.

3. Project Aganwadi: Recognising the crucial role of early childhood education in shaping a child's developmental trajectory, Project Shiksha Setu introduced Project Anganwadi in the fiscal year 2023-

24. The project addresses persistent challenges in early childhood education, emphasising the pivotal role it plays in building a solid foundation for future learning. Understanding that learning gaps at this stage can significantly impact a child's progression to higher grades, Project Anganwadi focuses on upgrading child-friendly infrastructure, enhancing teacher capacities, integrating technology, and providing self-learning worksheets for both students and parents. In a targeted pilot initiative, three schools—Shardashish Primary School in Ahmedabad, Chhapi and Memadpur were selected to implement specialised educational interventions. This pilot project successfully reached out to more than 400 students across these schools.

4. Project SuGanitam: Building on the success of the previous year, Project ShikshaSetu continued its efforts to address math misconceptions through a pilot project. The SuGanitam initiative expanded reaching 21 schools compared to the initial 5. Each school received specialised teaching learning material, comprising activities for teacher demonstrations, self and peer learning for students, and accompanying worksheets for independent learning. The active and enthusiastic participation of both teachers and students stands as a testimony to the program's impact. In-house assessments conducted revealed a noticeable improvement in students' understanding of fractions. The positive reception is evident as students express a liking for the engaging activities and actively request more such enriching experiences from their teachers. The expansion and success highlight the effectiveness of the program in fostering a deeper and more enjoyable learning experience for students in subjects such as mathematics.

5. Second Chance Program: Second Chance Program (SCP) extends support to students who had previously dropped out of school for various reasons, offering them an opportunity to complete grade 10. Operating in the Chhatral region, the SCP encourages these students to prepare for

SSC examinations through the National Institute of Open Schooling. To facilitate exam readiness, community classes are organised at the village level. The success of SCP is evident in the academic achievements of its participants. In the academic year 2022-23, 63 students enrolled, with 55 students actively participating in the examinations. 36 students successfully passed the exams with success ratio of 69%. The academic year 2023-24 has seen a substantial increase in enrolment, with 135 students currently preparing for their board examinations. The SCP's unwavering commitment to academic empowerment reflects in its ability to provide a second chance and pave the way for a brighter future for these students.

6. Vocational Training Program: In the pursuit of sustained impact, the UNM Foundation persisted in providing employment support to students who completed the Vocational Training Program's initial year. A total of 165 beneficiaries out of 304 were provided self or wage employment support. To align with the evolving needs of local industries, a comprehensive need assessment study was conducted in the Chhatral, Chhapi, and Surat regions. Guided by the insights gained, the

Foundation took a proactive step by establishing a vocational training center for sewing machine operators in Chhatral. Total 40 participants are undergoing training at Chhatral and 40 more participants are mobilised for next batch.

3) Pratiti - Development and Maintenance of Public Parks:

The Pratiti program aims to provide citizens with accessible, sustainable green spaces for leisure and recreation. The Company's team has successfully revamped nine parks in Ahmedabad, covering more than 98,000 square meters. The redevelopment of Ravi Shankar Maharaj Garden (RMG) measuring approximately 5,700 square meters in Surat has been completed, and it will be opened to the public following its inauguration. The redevelopment work of Jyotindra Dave Garden (JDG), measuring approximately 29,000 square meters, is currently underway. Gardens have been taken up for maintenance at Daman (UT) measuring approx. 52,000 square meters. The Company's commitment to maintaining these green spaces ensures their longevity and continued accessibility to the public.

All the gardens are designed and developed with a mission to provide the best environmental conditions to live in, by providing the citizens with recreational areas by creating parks, gardens, ponds, and lakes near their neighborhood with reduced level of air and noise pollution by improving micro-alignment at the city level, and to recharge groundwater through ponds and lakes.

The Company along with one of India's best known landscape design firms developed an approach for development of urban public parks.

4) Sanskardham Equestrian Center:

Gujarat's rich history in horsemanship and its potential for producing top-tier equestrian athletes have spurred the development of the Sanskardham Equestrian Center. This initiative aims to provide world-class training and facilities to groom young talent for equestrian sports, particularly focusing on disciplines like dressage, show jumping, and eventing. Key improvements include the establishment of a floodlight riding arena, round yard, renovated stables, hiring staff rooms and feed.

Significant progress has been made in enhancing the infrastructure, the Equipment Rooms, and landscaping.

Additionally, the centre has procured 5 new thoroughbred riding horses, along with Saddlery & Equipment, and a horse float truck in 2023, bringing the total number of top-class horses to 11.

The center hosted an Equestrian carnival in June 2023, showcasing the skills of its students in show jumping and horse riding. The event, graced by Shri Premvir Singh (IPS), Commissioner of Police, Ahmedabad City, witnessed a skill display by renowned equestrian athlete Shri Jitendra Singh. Furthermore, in December

2023, students participated in the National Equestrian

Championship, excelling in show jumping, dressage, and events.

A comprehensive skill development program is underway at the Sanskardham Equestrian Center, encompassing the hiring and training of coaches and staff, establishment of systems and processes, implementation of feed and veterinary guidelines, and ensuring safety protocols. These initiatives aim to groom students into competent equestrian athletes. Sanskardham Equestrian Center facilitates riders' technique development through three clinics conducted by equestrian Olympian Imtiaz Anees. These clinics encompass both theory and practical sessions covering show jumping, dressage, and eventing disciplines.

The center's future plans entail expanding infrastructure to accommodate increased enrollment. A new arena, measuring approximately 103 X 83 metres, is being developed to offer advanced training for riders. This initiative aims to identify talented riders, acquire competition horses, and enable them to participate in national competitions. The Sanskardham Equestrian Center remains committed to nurturing talent, fostering a culture of excellence, and elevating Gujarat's stature in the realm of equestrian sports.

5) Palitana Hills Project:

Plantation of around 4,000 plants is already done by us till date. Structure for nursery has been erected in Forest land, which will be used for storage of plants / seeds for further use. Currently, there is no arrangement for water supply to proposed afforestation site. However, Irrigation

Deptt. of GoG is in process of arranging the water supply to doorstep based on our request. We are in process of constructing an underground tank and digging a borewell in nearby plot of Palitana Nagarpalika where in water will be stored from identified sources and shall be further pumped for irrigation to the trees which are planned to plant in Monsoon 2024. Enquiry is floated for the plantation job and expected to be finalised the agency by mid of June 2024.

Forest Department has agreed to allow us to cut branches of bawal and use to put around newly planted trees to prevent grazing. Forest Department has also agreed to cut the bawal which are fouling with our plantation plan which will be executed in co-ordination with Forest Department.

The entire work for plantation in 40 Ha area shall be executed in directional support and periodical supervision of Ecology Restoration Consultant. We envisage that we will plant around 15000 tress during monsoon 2024.

The Report on CSR activities is annexed herewith as

Annexure - C.

The Company has made donations amounting to

Rs. 13.55 Crore towards various organisations engaged in activities related to healthcare, education, arts & culture, science, sports, relief to disaster victims, socioeconomic development including skill development, self-help groups, upliftment of women, integrated development of tribes, protection of consumer rights, building of toilets etc.

The Company accords utmost importance to EHS in its various operations. The key developments concerning

EHS during FY24 include: ? Integrated Management System (IMS) was implemented to ensure a safe, healthy and environmental friendly working comprising International Standards of Quality Management System (QMS) (ISO 9001:2015), Environment Management System (EMS)

(ISO 14001:2015), Occupational Health and Safety

Standard (ISO 45001:2018), Energy Management System (EnMS) (ISO 50001:2018), Asset Management

System (AMS) (ISO 55001:2014), at SUGEN, GENSU, DGEN Power Projects, Ahmedabad, Surat, Dahej,

Bhiwandi, Shil, Mumbra, Kalwa and Agra Distribution units, Information Security Management System

(ISMS) (ISO 27001:2013) at SUGEN and DGEN and were periodically certified by surveillance auditor.

The Company's residential townships, Shardashish at SUGEN Mega Power Project and Meghdhanush at DGEN Mega Power Project has implemented and maintained township management systems with International Standards of Environment Management System (EMS) (ISO 14001:2015) and Occupational

Health and Safety Management Standard (ISO

45001:2018) and are periodically certified by surveillance auditor. Bhiwandi's Meter Testing Lab had undergone Desk Surveillance Audit in the field of Electrotechnical Calibration in May 2023. The recertification audit for the Meter Testing Lab was conducted in March 2024 and was recommended for continuation of the certification. Implemented and effectively maintained the Integrated Management System (IMS) standards in all RE sites to ensure safe, healthy, and environmentally approachable working at all renewable wind and solar sites, which includes the Quality Management System (QMS) (ISO 9001:2015), Environment Management System (EMS) (ISO

14001:2015), and Occupational Health and Safety

Standard (ISO 45001:2018), all 19 sites in RE are IMS certified. Successfully completed IMS surveillance audit across all the Renewable sites with ZERO

NC. This achievement highlights our commitment to prioritising Environmental, Health and safety in all RE operations. By adhering to international standards, we ensure a consistent approach to risk management and compliance across all renewable energy sites.

? At AMGEN Reportable accident-free 1040 days (till 01.04.2024 and continuing further) Best ever. Safety compentency evaluation of all O&M officers & staff using automated safety kiosk to access their safety skill & knowledge. In line with safety first motto and continue to keep the focus on safety, throughout the year, many safety-related events and programs were organised, including national fire services day, road safety week, electrical safety week, and national safety week, with the aim of involving all key stakeholders and fostering an energetic and inspiring atmosphere for safety. A robust annual shutdown safety system which includes a practical safety gallery for effective toolbox talks, round-the-clock safety monitoring by cross-functional team and third-party personnels to ensure zero incidents. Clubbing of operational fire fighting training with safety induction. To prevent any accidents, extensive fire and safety inspections were conducted with preventive actions before summer, throughout the monsoon, and during festivals like Diwali and Uttrayan. Continued focus on safety initiatives like; workplace safety surveys, periodic inspection of tools and tackles, unit level and department level mock drills, table top excercises.

? Plantation of total 6,763 new trees/ plants during the year in the AMGEN premises. Enhanced water recovery from ash ponds and water reutilisation helped to achieve remarkable savings in natural resource - best ever specific water consumption (2.86 m³/mwh). Celebration of world water day & world environment day with aim to increase environment awareness and mass participation. Water audit carried out through CII.

Quarterly publication of the Environment Newsletter for knowledge sharing and awarness improvement.

Zero cost plantation and replantation at SUGEN. ? AMGEN conducted comprehensive health checkup for employees at OHU and Apollo Hospitals. To improve the health quotient, various interventions/ programs conducted during the year like:

Health awareness talks by expert faculties.

Physical fitness programs like Step Challenge,

GM-30 which was covered under individual health improvement plan. (IHIP)

Yoga and Zumba sessions.

International Yoga day celebrations by conducting Yoga and meditation sessions.

AMGETHON Conducted Marathon for employees for 2.5 KMs, 5 KMs and 10 KMs at the river front.

Focused group discussions involving family members, also with expert dietician.

During the entire year, 19 health-related awareness sessions pertaining to various diseases like cancer, de-addiction from tobacco consumption, Ergonomics, mental health, HIV, prevention of lung diseases, the session on world health day, prevention of liver diseases, common eye problems, world diabetes day, world obesity day, world heart day, awareness on monsoon related diseases, First Aider training, special session on health and hygiene for women employees and contract workers, ESIC awareness session including health screening camp was also organised. On World heart Day September 29, 2023, organised a medical screening camp at AMGEN in which 166 employees participated. Introduced health quiz in Health magazine "E-Health newsletter" which is published every quarter. 10 Female Hygiene Units placed at various stations at Surat. Ahmedabad Distribution conducted online health talks on common health problems; such as awareness about tobacco hazard, Cancer awareness, Leprosy day, HIV &

AIDS awareness, hypertension, World kidney day, diabetes, health day, Yoga Therapy day, Wellbeing, lifestyle diseases.

? Surat and Dahej Distribution - After successful implementation of Integrated Management System, both the units had strengthened the Occupation Health and Safety Management Systems and Environment Management systems by implementing requirements of British Safety Council's Five Star Audit requirements pertaining to both the management systems. Both the Units had achieved five-star ratings in both the audits. Continuing the journey of excellence, both the units have successfully implemented 5S Workplace Management System at the Central Warehouse at

Surat and whole Dahej Unit and achieved certification of JUSE (Union of Japanese Scientist and Engineers). Subsequently, in year 2023-24 Surat had extended the implementation of this system for its 220 kV EHV Sub-stations, Delhi Gate Office, and Vastadevdi PSC Building. Certification audit is planned in FY 2024-25. ? To enhance the system further, Ahmedabad, Surat and Dahej Distribution had initiated for the deployment of European Foundation for Quality Management (EFQM) model of business excellence. Under this project, many initiatives such as strategic framework, scanning of eco system, process of objective setting and monitoring, internal and external communication, process flow diagrams, leadership connect, vendors meet etc. had been implemented to further strengthen the management system. After implementation, first year assessment had been carried out by KPMG in which achieved the score of 480. Further implementation is in progress with a goal of achieving 700+ score and subsequent Global award from EFQM.

? Numerous initiatives had been implemented at Surat and Dahej to enhance the EHS culture across organisation like Site EHS Audits, Periodic mock-drills and tabletop exercises, mock drills at various locations in Surat, effective incident investigation deriving root causes for the electrical and non-electrical accidents, near-miss and environmental incidents and discovering of respective preventive action, training programs and webinars, Compressive Hazard Identification and Risk Assessment (HIRA) and Environmental Aspect and

Impact Assessment, Installation of fire rated doors and advanced smoke detection systems, Remote mechanism for Vacuum Circuit Breaker (VCB) Rack-in and Rack-out, Monitoring health and environmental parameters Workplace noise, food and drinking water quality, hand and full body vibration caused by machines during operational activities. Transitioned from plastic strips to reusable and more durable alternatives, reduced plastic waste generation within the warehouse, procurement of EV Forklift to minimise emissions and promote sustainability in warehouse operations and replacement of wooden cleat with Fiber make cleat.

? SUGEN Mega Power Project has continued to record no reportable Lost Time Accident (LTA) in FY24. Achieved 12.04 million LTA free manhours up to March 2024 i.e., ~11.2 years of reportable accident-free days.

DGEN Mega Power Project has continued to record no reportable LTA in FY24. DGEN achieved 5.07 million LTA free man-hours up to March 24 i.e., ~ 8.5 Years of reportable accident-free days.

? DGEN Mega power projects have received QCFI and JUSE re-certification in FY 2023-24 for Five-S

Workplace Management System. Maintained and excelled in workplace management with maintenance of Five S and are awarded "Par Excellence" Trophies in 9^th National Conclave in June 2023 and "GOLD" trophies in 11^th Annual convention in October 2023 by Quality Circle Forum of India (QCFI) for Kaizen and Five-S categories respectively.

? SUGEN Mega Power Project has implemented various environment conservation initiatives such as:

Organised trainings on environmental legislations and ESG-related aspects (GHG accounting,

Sustainable waste management, Spill prevention, control and countermeasures).

SugEnSust is an environmental sustainability E-newsletter published on quarterly basis compiling news and knowledge of environmental sustainability-related affairs.

Tree plantation program conducted at nearby school for nature conservation day celebration. With the engagement of school children, teachers and O&M staff almost 100 nos. of plants including ornamental, fruits and shrubs are planted.

Mission Lifestyle of Environment (LiFE) was celebrated at nearby schools (Karjan gam) with awareness program of video screening and plastic waste collection activity at School. About 75 nos. of kid were participated in plastic collection drive.

Environment & Energy conservation programs organised for plant employees as well as for colony members and nearby schools.

Plastic Free SUGEN drive had been carried throughout the year for collecting plastic (pouches/ bags) strewn all over the campus, resulting in collection of more than 300 kgs of plastic.

Addition to rainwater collection systems by routing 40 UGJ, 40 UPQ, 10 UMC, 40 URD, 10-20-30-40

ULA, 40 UEN rooftop to cooling tower makeup.

New 275 Kwp rooftop solar installed at 00GAD tank, harnessing the solar potential of 0.43 MUs annually emission at SUGEN.