Torrent Power Ltd

To,

The Members,

Your Directors' are pleased to present Twenty First Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2025 (“FY25”).

1. Operational & Financial Highlights

The Management Discussion and Analysis Report for FY25 is part of the Annual Report and explains the operating and financial performance of the business for the year.

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

(I in Crore except per share data)

2. Dividend

As per Dividend Distribution Policy, the Company endeavors to distribute approx. 40% of its annual consolidated profits after tax as dividend in one or more tranches. During the year under review, the Board of Directors, on February 04, 2025, declared interim dividend of I 14.00 per equity share on 50,39,03,543 nos. of equity shares for FY25 [PY I 12.00 per equity share] amounting to I 705.46 Crore was paid to shareholders.

The Board, on May 14, 2025, has recommended a final dividend of I 5.00 per equity share on 50,39,03,543 nos. of equity shares for FY25 [PY I 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 I 251.96 Crore.

The total outflow on account of dividend is I 957.42 Crore [PY I 768.99 Crore] i.e. 39.53% [PY 40.86%] of consolidated total comprehensive income for FY25 (excluding one-time deferred tax reversal impact of I 637 Crore).

The Dividend Distribution Policy of the Company can be accessed at the Company's website: https://www.torrentpower.com/public/pdf/investors/ DividendDistributionPolicv.pdf

3. Capital Structure

During the year under review, there was no change in Authorised Share Capital of the Company.

Fund Raising through Qualified Institutions Placement (‘QIP')

The Board has, at its Meeting held on May 22, 2024, approved the proposal to raise funds upto I 5,000 Crore by issuing Equity Shares including Convertible Securities through Qualified Institutional Placement (QIP), which was subsequently approved by the Members at the 20^th Annual General Meeting held on July 30, 2024. Further, the Board vide Circular Resolution dated November 18, 2024 approved constitution of Fund Raising Committee and its terms of reference including delegation of powers for issue and allotment of the equity shares issued through QIP.

The Fund Raising Committee, at its Meetings held on December 05, 2024, approved raising of funds through QIP and issued & allotted 2,32,86,759 equity shares of face value I 10 each of the Company (“Equity Shares”) to various QIBs, at a price of I 1,503 per Equity Share (“Issue Price”) (including premium of I 1,493 per Equity Share) aggregating to approximately I 3,500 Crore.

The aforesaid equity shares were subsequently listed with BSE Limited and National Stock Exchange of India Limited on December 06, 2024. Trading approval for the said Equity Shares was received from both the Stock Exchanges on December 09, 2024.

Pursuant to the provisions of Regulation 32(7A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the Company has fully utilised the funds raised through QIP for the objects stated in the Offer Document. There are no deviations, in the use of proceeds from the objects stated in the offer document.

Further, pursuant to Regulation 32 of the SEBI Listing Regulations, statement of fund utilisation for quarter ended December 31, 2024 and March 31, 2025 has been filed with the stock exchanges.

Report of the Monitoring agency viz. India Ratings and Research Limited had been filed with BSE Limited and National Stock Exchange of India Limited and is also available on the Company's website.

The Issued, Subscribed and Paid-Up Share Capital of the Company after Qualified Institutional Placement was as under:

4. Transfer to Reserves

The Company has transferred I 5 Crore from Debenture Redemption Reserve to General Reserve during the year under review. An amount of I 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.

5. 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 and India Ratings had reaffirmed credit rating on both long-term as well as short-term facilities. Ratings as at end of the year stood at:

a. Long term rating: CRISIL AA+/Stable (Reaffirmed) and IND AA+/Stable (Reaffirmed)

b. Short term rating: CRISIL A1+ (Reaffirmed) and IND A1+ (Reaffirmed)

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

a. Torrent Solargen Limited, Long term rating of ‘AA/Stable' by CRISIL Ratings for its non- convertible debentures of I 550 Crore (reaffirmed);

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

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

d. Dadra and Nagar Haveli and Daman and Diu Power Distribution Corporation Limited (DNH & DD), long-term rating of ‘AA/Stable' and short-term rating of ‘A1+' by India Ratings;

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

f. Airpower Windfarms Private Limited, longterm rating of ‘AA-/Stable' by India Ratings (assigned).

Finance cost of the Company (on a consolidated basis) increased to I 1045 Crore as against I 943 Crore in FY24. The increase in interest cost was partly on account of average higher debt during the year and partly due to increase in interest rates which was partially offset by prepayments made during the year out of proceeds from Qualified Institutional Placement (QIP).

During the year under review, the Company:

a. tied-up credit long-term facility of I 2,050 Crore to finance the implementation of 300 MW Wind Power Project in its subsidiary named Torrent Saurya Urja 2 Private Limited.

b. tied-up credit long-term facility of I 1,120 Crore to finance the implementation of 200 MWp Hybrid Power Project in its subsidiary named Airpower Windfarms Private Limited;

c. tied-up standalone capex LC facility of I 1,000 Crore to finance Commercial & Industrial (C&I) renewable projects being implemented under

subsidiary companies of Torrent Green Energy Private Limited (TGEPL);

d. converted long term rupee term loan into fund based working capital facility of I 200 Crore in its subsidiary named Dadra and Nagar Haveli and Daman and Diu Power Distribution Corporation Limited to cater to business specific requirement;

e. prepaid long-term loans of I 2,873 Crores mainly from proceeds of QIP funds raised during the year;

The Company in total repaid long term debt of I 3,884 Crore (including prepayments).

Outstanding consolidated long term debt as on March 31, 2025 was I 8,497 Crore (Refer Note 23 to the Consolidated Financial Statements). Consolidated debt to equity (including deferred tax liability) ratio as at the end of FY25 was 0.46 (Previous Year: 0.88). 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).

6. 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. 520).

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.

7. Directors and Key Managerial Personnel (KMP)

Mamta Verma, IAS, (DIN: 01854315) tendered her resignation from the Board of the Company vide letter dated August 01,2024 consequent to her transfer from Additional Chief Secretary, Energy & Petrochemicals Department and appointment as a Principal Secretary, Industries and Mines Department, Government of Gujarat. The Company had taken her resignation on record effective from August 01, 2024.

The Board placed on record its appreciation for the valuable services rendered by Mamta Verma during her tenure as a Director of the Company.

I n accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Samir Mehta (DIN: 00061903) and Jinal Mehta (DIN: 02685284) are liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible have offered themselves for reappointment.

Usha Sangwan (DIN: 02609263) was appointed as a Non Executive Independent Director of the Company for a period of 5 years wef May 21,2021. Her 1^st term as an Independent Director will end on May 20, 2026. The Board has approved her appointment for a second and final term of 5 years from May 21,2026 to May 20, 2031 at its Meeting held on May 14, 2025. Therefore, the Board hereby recommends to the shareholders, for their approval, her re-appointment as an Independent Director for second term as mentioned in the Notice forming part of Integrated Annual Report.

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.

8. 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.

9. 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 judgement

• 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.

Process for Identification/Appointment of 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.

Remuneration Policy:

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/public/pdf/investors/20191014 remuneration policv.pdf

10. 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.

11. Meetings of the Board, Committees & Compliance to Secretarial Standards

The Board meets at regular interval, with gap between two meetings not exceeding 120 days. During the year under review, the Board met four 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). During the year, Fund Raising Committee (FRC) was constituted and powers like appointment of agencies, issue opening, allotment etc. related to Qualified Institutional Placement were delegated to the Committee.

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.

12. Directors' Responsibility Statement

I n terms of Section 134(3) and 134(5) of the Act, the Board of Directors states that:

a. i n 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 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 as at March 31, 2025 and of the profits for the year ended March 31, 2025;

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.

13. Auditors

Statutory Auditors

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 FY25 forms part of the Integrated Annual Report and does not contain any qualification, reservation or adverse remark.

Cost Auditors

Pursuant to Section 148(3) of the Act, M/s. Kirit Mehta & Co., Cost Accountants, Mumbai had been reappointed as the Cost Auditors of the Company for FY25 by the Board of Directors for conducting audit of cost records maintained in respect of electricity. Their remuneration was ratified by the Members at 20^th AGM of the Company.

The Cost Audit Report for FY24 does not contain any qualification and was filed with the Central Government (within the prescribed time limit) on August 16, 2024 pursuant to Section 148(6) of the Act.

Your Directors have re-appointed M/s. Kirit Mehta & Co., Cost Accountants, as Cost Auditors of your Company to conduct cost audit for the FY 2025-26. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY26 is provided in the Notice forming part of this Annual Report.

Secretarial Auditors

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 FY25. The Secretarial Audit Report for FY25 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 DNH-DD, material unlisted subsidiary, is to be annexed with the Annual Report of the Company. The Secretarial Audit Report of DNH-DD for FY25 is annexed herewith as Annexure - A(II).

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

Further, your directors have approved appointment of M/s. M. C. Gupta & Co., Company Secretaries as Secretarial Auditor of the Company for a term of five consecutive years from FY 2025-26 to FY 2029-30 at a remuneration as may be determined by the Members of the Company pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. Internal Financial Controls

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.

15. Corporate Governance

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.

16. Corporate Social Responsibility (CSR)

The CSR Activities undertaken by the Company were under the thrust areas of Community Healthcare, Education & Knowledge Enhancement and Social care & concern. During the year, the Company was required to spend I 45.55 Crore (2% of the average net profit of the past three financial years). The total amount spent during the year was I 54.63 Crore (including surplus of

I 1.47 Crore arising at implementing agency level from temporary investment of funds for FY25). 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.

Outreach Activities

Our Outreach activities focus on reducing malnutrition & anemia amongst children in the age - group of 6 months to 6 years. Under this programme, we organise baseline screening camps across various villages covered in two states including Gujarat, Maharashtra and Union Territory i.e., Diu, Daman and Dadra Nagar Haveli. Children are screened for anemia and malnourishment; necessary interventions are done for possible improvement. Children identified as malnourished or anaemic or both are provided medical treatment and supplementary nutrition. The treatment plan for malnourished children is spread over a period of 3 months and anemia treatment spans across 6 months.

Expanding Outreach to More Lives

In 2024-25, we have expanded our initiatives in more than 300 villages with targeting to cover cumulative

total more than 1,900 villages and screened additional 18,000 children totalling more than 1,74,000 children on a cumulative basis.

In year to come, we plan to extend our interventions in 200 new villages & 100 ongoing villages to serve more children. With this, we will be able to reach more than 2100 villages and make a positive impact on the health of malnourished children.

The programme will also be expanded to villages near Renewable site locations & our newly established PHCs in Maharashtra & Gujarat.

Adolescent girls' Healthcare and Sanitation

One of our initiatives was focused on empowering adolescent girls in rural areas by addressing the taboo associated with menstruation and promoting menstrual hygiene. Our programme included interventions to encourage the use of bio-degradable re-usable sanitary pads and provide education on menstrual hygiene. Female volunteers/employees conduct counselling sessions and distributes sanitary pads to adolescent girls in Sugen, Dahej, Indrad, Banaskantha, Radhanpur, Balasinor, Junagadh, Dholera and other RE site locations.

During 2024-25, 29,935 bio-degradable reusable sanitary pads were distributed. Till March 31, 2025; we have served more than 1,00,000 beneficiaries with these unique sanitary pads.

Medical Services - UNM Children Hospital and Paediatric Primary Health Centre (PHCs)

I n 2017, we have started four paediatric centres in Sugen, Dahej, Indrad, and Balasinor of Gujarat with a focus on outpatient departments (OPDs) as ‘CARE' measures. In 2020, we achieved a significant milestone by transforming the SUGEN paediatric centre into a 150-bedded hospital, providing critical care to children. Consequently, 9 more PHCs have been started on daily basis at locations of Dediapada, Waghai, Naswadi, Radhanpur, Chhapi, Junagadh, Ankleshwar, Bhestan, Dholera to reach to and serve people in interior rural

areas deprived of quality affordable medical facilities. These centres provide primary healthcare services to children, including free medical consultations, basic laboratory tests, and medications.

Looking at the response from community, we intend to establish few more UNM Children PHCs at needy underprivileged area in Maharashtra and Gujarat in n ex t year.

Cumulative status across all 12 UNM Children PHCs (excluding UNMCH)

The Hub-and-Spokes Model

The PHCs serves as spokes, providing primary care, while UNM Children Hospital at Sugen serves as the central hub managing more complex healthcare needs. Cases identified at the PHCs that require advanced care are referred to the hospital for further treatment.

I n addition to primary care, we focus on providing secondary and tertiary care. In 2020, we reached a significant milestone by upgrading our Sugen Paediatric Centre into a 150-bedded UNM Children Hospital, which now serves as the hub of our medical services.

UNM Children Hospital: Enhancing Healthcare Facilities

UNM Children Hospital is a state-of-the-art facility offering both outpatient (OPD) and inpatient (IPD) services, including advanced and critical surgeries across multiple disciplines. Our hospital provides advanced care in specialties such as Orthopaedics, Ophthalmology, Neurology, Urology, Plastic Surgery, Dental, ENT, and more. The hospital is equipped with 150 beds, 4 operation theatres, a 20-bed NICU, a 17- bed PICU, and is NABH certified. As a NABH-certified hospital, we are committed to delivering high-quality healthcare services that meet national standards of excellence:

Strategic Shift to Advanced Surgical Care

I n 2022, advancing UNM Children Hospital towards a Centre of Excellence, we took a strategic decision to shift focus from general OPD and IPD services to specialised surgical interventions, addressing the growing need for complex paediatric surgeries. Combined with state-of-the-art facilities and a team of expert clinicians, this transformation has made UNM Children's Hospital a premier paediatric referral centre.

As part of its ongoing transformation, the SUGEN Paediatric Centre has been upgraded to the UNM Children's Hospital in Rsamrej, further reinforcing

its dedication to delivering exceptional paediatric healthcare. The hospital now features cutting-edge facilities, including a Linde liquid oxygen tank, which provides medical oxygen with a purity of at least 99.0%, ensuring optimal care, particularly for patients with critical and long-term respiratory needs. With the opening of its fourth modular operating theatre, the hospital is equipped with the Carl Zeiss TIVATO 700 surgical microscope, renowned for its advanced visualisation capabilities, making it an essential tool for complex surgical procedures. In addition, the newly constructed audiometry room, featuring Inter- acoustics audiometers, creates an ideal environment for conducting a wide range of hearing tests, ensuring precise diagnostic outcomes. The hospital's diagnostic services have now received NABL certification. This recognition underscores our commitment to delivering high-quality pathological services that adhere to national standards of excellence, ensuring the highest level of care and accuracy for our patients. Additionally, 1 ambulance is equipped with advanced ICU facilities - ICU on wheels, ensuring critical care during transport. With life-saving equipment and a skilled medical team on board, it provides seamless, high-quality care from the scene to the hospital, improving patient outcomes in emergencies. The installation of an in-house CT Scan is currently underway, aiming to offer patients more accessible and convenient diagnostic services. Hospital commenced the integration of Contain Management System (CMS) and Electronic Medical Record Department (E-MRD) systems on December 01, 2024. This initiative aims to enhance the management of digital content, including patient records and administrative documents, while improving communication, compliance, and overall operational efficiency. By digitising medical records, the hospital is streamlining data accessibility and organisation, which will lead to faster decision-making and better patient care outcomes.

With a team of highly skilled paediatric surgeons and healthcare professionals, UNM Children Hospital has rapidly become a trusted healthcare facility, attracting children from across India who require specialised treatments. This transformation highlights Torrent Group's ongoing commitment to advancing paediatric healthcare by enhancing capabilities and expanding the scope of services offered.

Extending Healthcare Services to Remote Communities: Surgical screening camps

As part of UNM Children Hospital's commitment to reaching underserved populations, surgical screening camps were organised at UNM Children Hospital, Naswadi, and Sagbara. These initiatives focused on extending healthcare services to the remote communities of Narmada and Chhota Udepur districts. The camps provided primary screening and consultations of Gujarat, helping to identify surgical patients in need of care. Those requiring further treatment were referred to UNM Children Hospital for surgeries, which were performed based on patient consent and fitness. This effort significantly contributed to improving access to essential healthcare in these rural areas.

ANC and PNC Awareness Event

As part of our ongoing awareness initiatives, a successful event was held in Waghai Taluka to educate mothers in relation to ANC (Antenatal Care) and PNC (Postnatal Care), importance of breastfeeding and complementary feeding. The event featured expert- led sessions and practical demonstrations, engaging participants in learning about early childhood nutrition. This program aimed to empower mothers with essential knowledge to ensure the health and well-being of both themselves and their infants.

2) Shiksha Setu: UNM Foundation has been implementing Project Shiksha Setu since year

2011 to strengthen the quality of education in the Government primary schools of Gujarat in various phases. While the phase 1 and 2 of Project Shiksha Setu aimed at enhancing teaching learning practices through technology integration, the third and fourth phase (initiated 2021) of project Shiksha Setu aims at conceptual and comprehensional abilities primarily in Rsanguage and mathematics.

Building on the successes of previous years, the Foundation expanded Shiksha Setu's reach and introduced new impactful projects to address children's learning gaps.

Key highlights include:

• Scale-Up: Shiksha Setu expanded operations from 45 to 117 schools, reaching 29,000 students (vs. 15,000 in FY 23-24). A new cluster in Waghai, a tribal block of the Dangs districts was added this year through LEP program (Literacy Enhancement Programme)

• Learning Gains: 60% of students in RsEP camps transitioned into active readers.

• Pilot Project “Bridge Course”: Introduced to cover learning gaps in mathematics in 42 schools, classes 5 to 8

• Women's Stitching Training The 76 women participants in Vocational Training Program (VTP) at Chhatral generated wage revenues of I 5,86,038 in last six months.

• Plastic Waste Management “Project Sankalp”

Promoted safe disposal of plastic waste methods in 10 villages which resulted in collection and recycling of more than 4265kg of plastic waste in 10 months.

Project wise update is as under:

1. Literacy Enhancement Program (LEP): The program is designed to ensure foundational literacy and numeracy skills for students in Grades 3-8, particularly those unable to read and comprehend grade level textbook. The students are supported through short-term, intensive camps delivered by trained facilitators (Shikshamitras). The project is implemented by Pratham Education Foundation at SuGen, Waghai and Ahmedabad clusters and by Centre for Environment Education (CEE) at Chhatral and Chhapi clusters.

a. The total reach of the program has increased from 45 schools in FY 23-24 to 117 schools in FY 24-25, which included 36 government primary schools at Waghai block of the Dangs district.

b. 14,410 students of these 117 schools were tested of which 6921 students (48%) were found to have gaps in foundational literacy and numeracy skills. 4154 students have been enrolled in the LEP camps. 60% students have reached to reading proficiency at Chhapi and Chhatral clusters. Results for SuGen and Waghai clusters are awaited.

2. Bridge Course: A new pilot program was launched this year in 42 schools to close learning gaps in mathematics for students in Grades 5-8. The Bridge Course provides select math competency modules and concept-building activities as a readiness program for grade appropriate higher math skills. The project is being implemented by Centre for Environment Education at Chhatral, Chhapi and SuGen clusters.

a. This year we have reached out 3655 students from grade 6 & 7 through assessment. Out of which 1123 students who were enrolled in camp.

b. The average score increased from 6.84 in baseline to 12.04 in end line from total 18 marks, showing progress. The median has also increased from 6.30 in baseline to 11.71 in end line tests.

3. Project Balvatika: Project Balvatika works as an Early Years School Readiness program and supports early childhood education for students aged 3 to 8 years (i.e. Nursery to Grade 2). The program trains teachers on play-based and activity-led learning pedagogy which should lead to development of language, cognitive, motor, and socio-emotional skills of the children. In addition to trainings, the teachers are supported with worksheets for children and teacher manual. The project is being implemented by Gyan Shala Foundation.

a. 12 schools were added during the year reaching to total number of 15 schools, 1121 students.

b. 12 classrooms were decorated with paintings and graphics on walls making the spaces attractive for students and foster learning. Additionally, the digital content and LED TV for smart classes were installed in 12 classrooms to support teachers with poems, games and stories for classroom transactions.

c. 50 teachers were provided training during summer and Diwali vacations. Monthly online sessions were held for refresher training. Three mentors were deputed (one at each cluster) to provide onsite mentoring support to teachers.

d. Shiksha Setu also temporarily provided 10 Shiksha Mitras in 8 schools where teachers were transferred mid-term leaving the Balvatika to Grade 2 classes unattended.

4. Second Chance Program: The Program is to help adolescents and young adults (16 years and more) who have dropped out of the formal education system, complete class X. The program identifies such young boys and girls, motivates them and makes arrangement for them to pass class X through NIOS. Students are supported with classes, worksheets and mock tests to prepare for examinations. The project is being implemented at Chhatral cluster by Pratham Education Foundation.

a. 120 students out of 145 enrolled students appeared for final examinations for the academic year 23-24 of which 83 students (70%) students successfully cleared the examination. Following is the detailed breakup of pass

b. 153 students were enrolled for academic year 2024-25, out of which 121 students have appeared for practical examinations conducted in March 2025. The students will give final board exam in April 2025.

c. A significant factor contributing to attrition among students enrolled in the second chance program is lack of interest in studies. Furthermore, a key challenge particularly impacting male student retention and academic success is the prevalence of early entry into the workforce.

5. Vocational Training Program (VTP): Economic empowerment remains a cornerstone of community development. The VTP program aims at supporting youth (male and female) and women thorough vocational skills. During FY 24-25, Shiksha Setu

a. Introduced Sewing Machine Operator (SMO) training centre at Chhatral. CEE has been onboarded as Project Implementation

Partner. More than 260 women trainees were mobilised through door-to-door visits and community meetings. 224 women were trained against the target of 200. The aim of the SMO program is to provide vocational skills to women in the region and establish a collective enterprise (an enterprise led by group of women trainees) for job work. Total revenue of I 5,86,038 was generated which included I 89,237 from job work order at production centre by 20 active trainees and I 4,78,800 through self-employment by 76 women trainees. The production centre at Rajpur is serving orders on Kurti, bags and school uniform.

b. An MoU with Indo German Tool Room (IGTR), Ahmedabad to provide technical skills to youth between age group of 18 to 30. A four-month residential course on PLC Automation & Robotics was launched which includes 31 participants from Chhatral, Chhapi, SuGen clusters. The trainees will complete their course by June 2025 and will be provided employment support. Mobilising the 31 students required extensive outreach efforts by team, contacting over 300 potential candidates. It was noticed that youth have less inclination towards welding technology course.

6. Project Sankalp: Environmental sustainability is integral to community well-being. Through Project Sankalp, UNM Foundation piloted on plastic waste management in 10 villages of the SuGen clusters. The aim of the project was to increase awareness about plastic waste and its hazards on community and to introduce best practices of plastic waste management. Following is the highlight of the program.

a. 60 Awareness drive with 2700 active participants

b. 11 Clean drives were organised in 9 villages with 402 individuals participating in the clean drive.

c. 4265kg of Plastic Waste has been collected from 1501 households.

d. 19 plastic benches were prepared from the recycled plastic and distributed for community use in panchayat and schools.

3) Pratiti - Development and Maintenance of Public Parks:

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 and Jyotindra Dave Garden (JDG), measuring approximately 29,000 square meters in Surat has been completed. Both the parks were opened for public post inauguration on October 05, 2024. 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 neighbourhood 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 Centre. This initiative aims to provide world-class training and facilities to groom young talent for equestrian sports. We continue to proudly associate ourselves with this important initiative. We have supported the Sanskardham Equestrian Centre to develop sports in Gujarat by supporting with a state-of- the-art horse-riding centre for school children. This also instils discipline and empathy towards animals. At Sanskardham Equestrian Centre, Ahmedabad, 40 young students are provided thorough training in horse riding, dressage and show jumping.

Details of work done during the year are as follows;

Infrastructure Development:

We have added one walker for lunging purpose of horses and redeveloped the existing Riding Arena, Round Yard, Stables this FY.

04 New thoroughbred riding horses were purchased taking our total to 11 horses along with Saddlery & Equipment, and a horse float truck for transportation of horses. These include horses from riding (Level 1 and Level 2) and show jumping (Level 2 and semi-trained). Beautification of the facility with new Signage Systems, Saddlery & Equipment for children and instructors, Staff Rooms, Feed & Equipment Rooms.

Skill Development:

Coaches (01), grooms (06) and other relevant staff (3) were recruited.

In order to make the initiative, sustainable- long-term skill development is being taken up through the hiring of trained coaches and staff, establishment of systems and processes, implementation of feed and veterinary guidelines, and ensuring safety protocols. These initiatives and changes aim to groom students into competent equestrian athletes. Sanskardham Equestrian Centre facilitates riders' technique development through clinics conducted by equestrian Olympian Imtiaz Anees. These clinics encompass both theory and practical sessions covering show jumping, dressage, and eventing disciplines.

The riding school charges a subsidised rate for training children. 40 children are currently registered and coming for riding lessons, which is an increase from 19 students of last year. Eight of these riders participated in National level competitions and one of them won silver medal in Show Jumping at the Junior Nationals in Delhi.

Future Plans

The centre's future plans entail expanding infrastructure to accommodate increased enrolment through on campus training programs for school students. The Sanskardham Equestrian Centre remains committed to nurturing talent, fostering a culture of excellence, and elevating Gujarat's stature in the realm of equestrian sports.

The Report on CSR activities is annexed herewith as Annexure - C.

Donations

The Company has made donations amounting to I 16.29 Crore towards various organisations engaged in activities related to healthcare, education, arts & culture, science, sports, relief to disaster victims, socio-economic development including skill development, self-help groups, upliftment of women, integrated development of tribes, protection of consumer rights, building of toilets etc.

17. Environment, Health And Safety (EHS)

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

EHS during FY25 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.

• AMGEN celebrated World Water Day and World Environment Day. By planting trees, shrubs and seasonal flowering plants.

• Achieved a record 1,433 days without reportable accidents as of March 31, 2025. Key initiatives contributing to this achievement included workplace inspections, programs like ‘Suraksha Samvad' to cultivate a proactive safety mindset, utilising automated safety kiosks, implementing contractor safety system audits, organising National Fire Services Day, Road Safety Week, Electrical Safety Week, and National Safety Week (“NSW”), introducing Class-E safety helmets and safety motivation programs.

• Organised periodical and comprehensive medical check-up and health insurance of all employees and their family members, counselling of critical illness case, focused group discussion involving family members. Annual health calendar was prepared which consisted of celebration of various health days, fitness related activities like AMGETHON, step challenges, awareness sessions by external experts and internal faculties. Regular mock drill sessions conducted for handling emergency medical cases, food poisoning cases for canteen workers etc. Established a fully equipped occupational health unit with cardiac ambulance van.

• Awareness sessions on bio medical waste management, dietician session, first aid training including Cardio Pulmonary Resuscitation training, awareness session on anxiety, stress, fatty liver, health and personal hygiene for contractual working women, work life balance and stress management, World Heart Day, stress management, tobacco related cancer, World Aids Day, World Asthma Day, World Diabetes Day, World Health Day, World Hypertension Day, World Liver Day, World Lungs Day, World No Tobacco Day were carried out.

• SUGEN and DGEN completed 2 yearly safety audit as per IS 14489 by M/s North Star and DGEN also completed 5 yearly Emergency Response Disaster Management Plan (“ERDMP”) recertification audit as per Petroleum and Natural Gas Regulatory Board without any non-conformance.

• DGEN completed Quality Circle Forum of India (“QCFI”) surveillance audit in FY 25 for Five-S Workplace Management System and was awarded “GOLD” trophy in 12^th Annual conclave.

• SUGEN Mega Power Project has continued to record no reportable Lost Time Accident (LTA) in FY 25 and 13.07 million LTA free manhours up to FY 25 i.e., ~12.2 Years of reportable accident-free days. DGEN Mega Power Project has continued to record no reportable LTA in FY 25 and 5.44 million LTA free man-hours up to FY 25 i.e.,~ 9.5 years of reportable accident-free days.

• 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 EMS (ISO 14001:2015) and Occupational Health and Safety Management Standard (ISO 45001:2018) and are periodically certified with surveillance audit by M/s TUV Nord and M/s. Bureau Veritas respectively.

• Meghdhanush Township at DGEN Mega power project continued maintenance of “Platinum” rating (highest in the rating system) by Indian Green Building Council with periodic audit.

• SUGEN Mega Power Project has implemented various environment sustainability initiatives such as reduction of paper usage by 24%, digitisation of waste management, environmental compliance reporting, safety systems, 3R (Reduce -Reuse- Recycle) campaign led to reuse of 736 m³ water from condenser water box during outage, and reduction of specific demineralised water consumption by 17%. Total rainwater collection for FY 25 was - 70 million liters at SUGEN, ~ 70 kgs of plastic waste collected, usage of green products such as coconut based activated carbon in place of coal based, use of rustoline in place of water displacement, use and throw plastic pens replaced with paper pens, etc.

• SUGEN Mega Power Project has continued excellence in safety performance with continual improvements such as enhancing stakeholder engagement by conducting fire fighting training, workplace safety surveys, periodic inspection of tools and tackles, mock drills and table top exercises, raising community awareness by teaching school children about basic road and home safety, specific trainings to strengthen safety culture with target stakeholders, such as occupational health, emergency response, machine safety, emergency rehearsal, mock drill, pre-outage training etc., developing module for incident investigation.

• DGEN implemented various environment conservation and safety initiatives such as recycling milk plastic pouch which led to reuse of ~30,500 plastic milk pouches, rainwater collection of - 129.2 million litres at DGEN and ~4.7 million litres at Meghdhanush township in FY 25. Plantation of trees, installation of new design level gauge in sulphuric acid tank, plant fire system upgradation, job specific Personal Protective Equipment (“PPE”) evaluation, formation of emergency response team for overall safety improvements.

• On job training on fire hydrant and self contained breathing apparatus training for employee below 40 years, first aid training to employee, rescue training etc. was carried out to enhance learning and development. Training on ERDMP emergency preparedness was also organised from expert agency. Various environment and safety awarenesss events were organised for families at Meghdhanush Township and for school children and teachers in Atali School. Various safety training programs were conducted resulting into total of 2,242 Manhours training at DGEN.

• Renewable sites have recorded zero Lost Time Incidents, accumulating 12.9 million safe manhours. A total of 33,699 man-hours of training and 314 mock drills were conducted during FY 25, contributing to enhanced emergency preparedness and a robust safety culture. Furthermore, all solar sites are certified under the 5S workplace organisation system.

• Monthly Apex Safety Committee meetings were held to review and address site-specific EHS concerns.

• Benchmark Gensuite software has been implemented. This platform facilitates real-time tracking of safety observations, root cause failure analysis and timely closure of action points.

• Throughout the year, various safety programs were conducted, including EHS walkthroughs and audits, periodic inspections of tools and tackles, internal and external emergency mock drills, near-miss reporting campaigns, first aid training, daily toolbox talks, electrical safety training and celebration of various safety weeks deploying rescue kits at all wind sites for emergency evacuation from elevated positions.

• Dedicated EHS training programs aligned with Global Wind Organisation standards were conducted at wind operations sites. These included modules on working at height, fire awareness, first aid, manual handling, active and passive height rescue. These programs aim to increase awareness and reduce risks associated with work inside Wind Turbine Generators.

• Rainwater and stormwater harvesting systems, along with bore-well recharging facilities, have been installed at renewable sites to promote water conservation and groundwater replenishment. To minimise electronic waste, preference was given to repairing and refurbishing electronic cards rather than replacing them.

• Ahmedabad Distribution: Safety initiatives like electrical safety-environmental sustainability awareness session, workplace EHS audits, periodic inspection of tools and tackles, mock drills for strengthening emergency preparedness, training on reptile awareness, work at height-scaffold inspector & material handling, arranging an Regional Transport Office van to raise awareness and mitigate the risks associated with road transport and reduce the road traffic incidents, conducting incident investigation workshops and train the trainer workshop, carrying out British Safety Council Five Star Wellbeing Gap Assessment, rolling out Training Kiosk for EHS induction process, introducing LED head torch for industrial safety helmet.

• Agra Distribution: During the year, awareness was spread about electrical safety to the community by publishing safety tips in newspapers, announcing electrical safety tips in the streets & markets through rikshaw campaign, displaying safety tips on sun boards, hoardings at sub stations and screening safety awareness messages at customer care centers, airing safety verbiage on FM radio during festivals and pre-monsoon, performing mock drills for different emergencies at offices and the Customer Service Center, conducting online survey by circulating EHS awareness message on heat stroke prevention, installing smoke detection system and fire extinguishing demonstrations for employees during the Deepawali festival, performing site safety audits and reporting unsafe acts and unsafe conditions to prevent incidents, increasing site audits, keeping in place safety management system to address and prevent workplace injuries/ accidents, conducting annual health check-ups, conducting sessions of “Sangini” for Female Employees on Women's Health & Fitness.

• Bhiwandi and Shil, Mumbra & Kalwa (“B-SMK”):

In August 2024, B-SMK locations underwent surveillance audit for the IMS. Bhiwandi's Meter Testing Lab had undergone renewal of Accreditation Audit in the field of Electrotechnical Calibration in July 2024. Audit was conducted successfully and National Accreditation Board For Testing And Calibration Laboratory issued certificate of accreditation in accordance with the standard ISO/IEC 17025: 2017 in the discipline of calibration which shall be valid till September 2026. Awareness programs on electrical safety & energy conservation were conducted in schools, safety awareness training for vendor employees covering benefits of PPE. World Environment Day celebration with company-wide celebration of World Environment Day 2024, aligning with United Nations Environment Programme guidelines, Environment Protection Pledge, distribution of ‘Eco-friendly bags, tree plantation drive to plant 175 trees, consumer education on sustainable practices, employee environmental quiz etc. NSW celebration with Central Electricity Authority Regulation Awareness, installation of automatic modular type fire extinguishers, safety gallery for display of PPEs, permits types and fire prevention equipments, implementation of the Safety Field Force Application.

• Dholera Distribution: Safety trainings and safety initiatives, installation of Supervisory Control And Data Acquisition automation and remote operated switchgears, EHV & High Tension network, installation of Nitrogen Injection Fire Protection System, system for protection of Power transformers and High Velocity Water Spray System for Gas Insulated Switch Gear substation and office buildings. Assembly point & Emergency exit route is ensured at both substation premises. Developed @ 2500 sq mt green space and plantation done with various type of plants at 4A Substation.

• Surat & Dahej Distribution: To strengthen the integrated management system, additional initiatives were implemented as per requirement of ISO 22301-2019: Security and Resilience - Business Continuity Management System requirements. Certification audit by external body (TUV-Nord) conducted. 5S workplace management system was implemented at central warehouse and achieved certification with at-par excellence from Union of Japanese Scientists and Engineers and QCFI after audit by QCFI and was further extended to Surat - Delhi Gate office, Varachha PSC Building. Surat and Ahmedabad units became the first organisation

in India who had achieved this highest level of certification. At Surat and Dahej, this management system is periodically audited by QCFI. Deployment of European Foundation for Quality Management (“EFQM”) model of business excellence initiated and many initiatives such as strategic framework, scanning of eco system, process of objective setting and monitoring, internal and external communication, stakeholder consultation and participation, process flow diagrams, leadership connect, vendors meet etc. implemented to further strengthen the management system. Assessment by EFQM Assessors conducted and Ahmedabad, Surat and Dahej Units achieved six-star rating being the first organisation to achieve this rating on first attempt. Established and effectively implemented the policies pertaining to health, safety and wellness such as IMS policy, Occupational Health and Safety Policy, Health and Wellbeing Policy, Road

Safety Policy, Fire Safety Policy and conviction for Safety Policy. Activities were carried out by EHS department like Site audits (inspection), Premise risk assessment at all the office premises, EHV sub-stations and warehouses, training programs on operational safety, emergency response and business continuity plans, Hazard Identification Risk Assessment, environment aspect impact assessment, first aid treatment, fire safety management, behaviour-based safety, road safety and defensive driving.

18. Vigil Mechanism

The Company has in place a Vigil Mechanism/Whistle Blower Policy pursuant to the applicable statutory requirements. The details of the Whistle Blower Policy are explained in the Report on Corporate Governance.

19. Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, the Company has, during the year under review, credited unpaid/unclaimed Dividend to IEPF Authority and equity shares to the Demat account of IEPF Authority as per the details mentioned below:

During the year under review, the Company has also credited following dividend to IEPF Authority against equity shares already transferred:

* Net of Tax Deducted at Source (includes Tax + Surcharge + Cess as applicable) which was I 18,99,508/- and I 74,09,061/- for FY 2023-24 (Final dividend) and FY 2024-25 (Interim dividend) respectively.

The Members whose shares and unclaimed dividend have been transferred to the IEPF Demat Account and IEPF account respectively, may claim the shares or apply for refund of dividend by making an application to the IEPF Authority in web Form IEPF-5 (available on http://www.iepf.gov.in). The details of Members whose dividend remained unpaid/unclaimed for 7 consecutive years or more may be accessed at Company's website at www.torrentpower.com.

The details of unpaid/unclaimed dividend lying in unpaid Dividend accounts as on March 31,2025, are mentioned below:

*As the Company has paid dividend through demand draft to those shareholders whose bank account details are not available with the Company and expiry date of such demand draft is on June 2, 2025, and hence there is NIL balance as the Company is not able to identify the unpaid balance in said dividend account as on March 31,2025.

The actual amount lying in unpaid dividend accounts along with corresponding shares related thereto will be transferred to IEPF Authority within statutory timeline as applicable.

Rahul Shah, Company Secretary, has been appointed as Nodal Officer of the Company and details of the Nodal Officer are available on the website of the Company at https://www.torrentpower.com/index. php/investors/iepf.

20. Business Responsibility and Sustainability Report (BRSR)

As stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report (BRSR) along with Assurance Report forms part of the Integrated Annual Report.

21. Risk Management

The Company has in place a Risk Management framework for a systematic approach to control risks. The Risk Management Policy of the Company lays down procedures for risk identification, assessment, monitoring, review and reporting. The Policy also lists the roles and responsibilities of the Board, Risk Management Committee, Chief Risk Officer, Risk Champions and Risk Co-ordinators. The Risk Management process is reviewed and monitored by the functional heads.

Management Discussion and Analysis Report, which forms part of the Integrated Annual Report identifies key risks which can affect the performance of the Company.

22. Particulars of Contracts or Arrangements with Related Parties

The particulars of contracts or arrangements with the related parties are given in the prescribed Form AOC-2, annexed herewith as Annexure - D and in the section on the Related Party Transactions in the Report on Corporate Governance.

23. Particulars of Employees and Related Disclosures

The details in terms of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are forming part of this Report as Annexure - E.

24. Protection of Women Against Sexual Harassment at Workplace

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year review, no incidence was reported under the said Act.

25. The Extract of the Annual Return

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company https://www.torrentpower. com/public/pdf/investors/MGT-7Website.pdf

26. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details relating to conservation of energy, technology absorption, foreign exchange earnings and outgo prescribed under Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 are given in the Annexure - F, which forms part of this Report.

27. 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 available on the website of the Company https://www.torrentpower. com/public/pdf/investors/ADS 2024-25.pdf, which forms part of this Report.

28. Scheme of Arrangement

During the year under review, National Company Law Tribunal (NCLT) convened Meetings of the Members and Creditors of the Company were held on July 18, 2024 pertaining to approval of the Scheme of Arrangement between the Company and Torrent Green Energy Private Limited, wholly owned subsidiary of the Company, for transfer and vesting of its Renewable Power Undertakings on a going concern basis by way of slump sale. The Scheme was approved with requisite majority. Subsequently, the Scheme was approved by the NCLT, Ahmedabad vide its order dated February 18, 2025 read with Order dated January 27, 2025 having the Appointed Date April 01, 2024 for a cash consideration of H 880.12 Crore based on consideration mentioned in the Scheme net of adjusted working capital as on appointed date.

29. Other Disclosures

• During the year under review, the Company has neither accepted nor renewed any fixed deposits.

• During the year under review, there are no changes in the nature of business.

• There are no material changes and commitments affecting the financial position of the Company, which has occurred between end of Financial Year i.e. March 31,2025 and the date of Directors' Report i.e. May 14, 2025.

• No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operation in future.

30. Appreciation and Acknowledgements

The Board of Directors is pleased to place on record its appreciation for the continued support received from all stakeholders including government, regulatory authorities and financing institutions. The Board is thankful to the Members and employees for their unstinted support and contribution.