Energy Development Company Ltd

TO THE MEMBERS,

Your Directors take pleasure in presenting the 29th Annual Report on the business and operations of your Company along with the standalone and consolidated financial statements for the financial year ended on March 31, 2024.

FINANCIAL RESULTS

Your Company's financial performance for the year under review is summarized below: ) ( in Lakhs

SHARE CAPITAL

The paid-up equity share capital as at March 31, 2024 stood at 47.50 Crore. During the financial year under review, there has been no change in the capital structure of the Company.

RESERVES

The Company did not transfer any amount to reserves during the year.

DIVIDEND

The Board of Directors of your Company have not recommended any dividend for the financial year under review.

STATE OF COMPANY'S AFFAIRS

The Company is primarily engaged in power generation, infrastructure development such as construction of bridges, hydro projects including operation and maintenance thereof, supply of materials etc. Financial position of the Company is given in the previous paragraphs. A detailed information on the operation of di erent business segments of the Company, future expectations and business environment is provided in the Management Discussion and Analysis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereina er referred to as the "LODR Regulations"), is annexed herewith and marked as Annexure "A".

CORPORATE GOVERNANCE

As required under the LODR Regulations, the Report on Corporate Governance, Declaration of Whole-time Director on Code of Conduct, CEO / CFO Certification and Auditors Certificate on compliance of conditions of Corporate Governance are annexed herewith and marked as Annexure "B", "C", "D" and "E" respectively.

SUBSIDIARIES AND ASSOCIATE

As on March 31, 2024, the Company has 5 subsidiaries and 1 associate. There has been no material change in the nature of business of the subsidiaries.

The Company has also formulated a Policy for Determining ‘Material' Subsidiaries in line with the requirement of the LODR Regulations. The said Policy may be accessed at h p://www.edclgroup.com/pdf/Policy-for-Determining-Material-Subsidiary.pdf.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiaries and associate in Form AOC-1 is annexed herewith and marked as

Annexure "F".

Brief details of the subsidiaries are given below:

i) Ayyappa Hydro Power Limited (Wholly-owned & material non-listed subsidiary)

The Company is operating the 15 MW Karikkayam Hydro Electric Project, in the State of Kerala. During the year under review, revenue from operations of the Company stood at 1,621.68 Lakhs as compared to 1,967.30 Lakhs in previous year.

ii) EDCL Power Projects Limited (Wholly-owned & material non-listed subsidiary)

The Company is operating the 7 MW Ullunkal Hydro Electric Project, in the State of Kerala. During the year under review, revenue from operations of the Company stood at 425.51 Lakhs as compared to 495.52 Lakhs in previous year. Entire generation from the units of above mentioned subsidiaries was sold to the Kerala State Electricity Board (KSEB) under Long term Power Purchase Agreements (PPA). Mr. Aman Jain (DIN: 08187995) and Mr. Vishal Sharma (DIN: 08773037), Independent Directors of the Company were on the Board of Directors of above mentioned subsidiaries, during the financial year 2023-24.

iii) EDCL – Arunachal Hydro Project Private Limited (Wholly-owned subsidiary)

The Company is yet to undertake any project.

iv) Eastern Ramganga Valley Hydel Projects Company Private Limited

The Company is executing 6.5 MW Burthing Small Hydro Electric Project and 5.0 MW Phuliabagar Small Hydro Electric Project in the State of U arakhand. DPR for both projects have been approved. Statutory clearances required for implementation of both these projects have been availed.

v) Sarju Valley Hydel Projects Company Private Limited

The Company is executing 5.5 MW Balighat Small Hydro Electric Project in the State of U arakhand. DPR for the project has been approved.

The Company has an associate namely, Arunachal Hydro Power Limited which is developing and executing various hydro power projects through its several subsidiaries in the State of Arunachal Pradesh. The audited financial statements of two subsidiaries of the Company namely, Eastern Ramganga Valley Hydel Projects Company Private Limited and Sarju Valley Hydel Projects Company Private Limited and one associate viz, Arunachal Hydro Power Limited has not been made available to the Company since the financial year ended 31st March, 2023. Refer note 1 to the consolidated financial statements for further details in this respect.

CONSLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the Company for the financial year ended on March 31, 2024 have been prepared with the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read together with governing Indian Accounting Standard 110 "Consolidated Financial Statements" and Indian Accounting Standard 28 "Accountancy for investments in Associates and Joint Ventures" and forms part of Annual Report.

The consolidated financial statements for the financial year ended March 31, 2024 have been prepared without considering the financial results of two subsidiaries viz. Eastern Ramganga Valley Hydel Projects Company Pvt. Ltd. and Sarju Valley Hydel Projects Company Pvt. Ltd. and one associate namely Arunachal Hydro Power Ltd. due to non-availability of information as financial statements of these companies were not furnished to the holding company. The balances as available from the audited financial statements for the financial year ended March 31, 2022 have therefore been carried forward for the purpose of consolidation. Please refer to Note 1 of Consolidated Financial Statements for further information regarding Eastern Ramganga Valley Hydel Projects Company Private Limited, Sarju Valley Hydel Projects Company Private Limited and Arunachal Hydro Power Limited.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of first three subsidiaries mentioned under the head ‘Subsidiaries and Associate' are available on the website of the Company.

BOARD OF DIRECTORS AND BOARD MEETINGS

Board and Commi ees

As on March 31, 2024, the Board of Directors comprised of 5 Non-executive Directors and a Whole-time Executive Director having experience in varied fields. Out of 5 Non-Executive Directors, 3 were Independent Directors. Detailed information on Directors is provided in the Report on Corporate Governance.

At present, there are following 3 Commi ees: i) Audit Commi ee; ii) Nomination and Remuneration Commi ee; and iii) Stakeholders Relationship Commi ee

The Board has accepted all the recommendations of the Audit Commi ee. The details of composition, terms of reference, meetings etc. of the Commi ees are given in the Report on Corporate Governance.

Number of Board meetings

The Board met 6 times during the financial year under review. Detailed information on Board meetings are provided in the Report on Corporate Governance.

Directors

Mr. Rohit Pandit, Independent Director (DIN: 03409093) resigned from the Board of Directors with effect from May 20, 2023. The Board placed on record its sincere appreciation for the services rendered by him during his tenure as Director of the Company.

The shareholders approved the appointment of Ms. Disha Kumari Singh (DIN: 09092385) as a Non-executive Director effective from May 30, 2023 and Mr. Dharam Veer Sharma (DIN: 01363759) as an Independent Director effective from August 10, 2023 at the Extra-ordinary General Meeting held on August 29, 2023.

As recommended by the Nomination and Remuneration Commi ee, the Board of Directors in its meeting held on November 23, 2023 appointed Ms. Neha Purohit (DIN: 07956781) as an Additional Independent Director with effect from November 23, 2023 subject to approval of shareholders at the ensuing General Meeting of shareholders. However, Ms. Neha Purohit resigned from the Board of Directors with effect from February 21, 2024. Further, Ms. Neha Purohit was again appointed as Additional Independent Director from April 05, 2024 and she resigned from the Board of Directors with effect from June 18, 2024.

Ms. Disha Kumari Singh (DIN: 09092385), Director, retires by rotation and being eligible o ers herself for reappointment.

The Board appointed Mr. Prakash Chandra Gupta (DIN: 02995984), Ms. Neha Purohit (DIN: 07956781), Ms. Vandana (DIN: 10727940) as Additional Independent Directors and Mr. Nitin Du Sharma (DIN: 09446669) as Additional Non-executive Director effective from August 23, 2024 subject to approval of shareholders in the ensuing Annual General Meeting.

The Board further re-appointed Mr. Satyendra Pal Singh (DIN: 01055370) as Whole-time Director designated as Executive Director with effect from January 01, 2025 upto December 31, 2027 subject to approval of shareholders in the ensuing Annual General Meeting.

The brief resume and other details relating to aforesaid Directors due for appointment / re-appointment are provided in the Notice of Annual General Meeting. Your Board recommends their appointment / re-appointment.

For further details, kindly refer to the Report on Corporate Governance.

Nomination and Remuneration Policy

The Nomination and Remuneration Commi ee works with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, governance, education and public service. The Company follows the Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel of the Company as approved by the Board of Directors and the said policy was amended from time to time. The said Policy may be accessed at h p://www.edclgroup.com/pdf/Nomination-and-Remuneration-Policy.pdf.

The Board, on the recommendation of the Nomination and Remuneration Commi ee, appoints Director of the Company based on his eligibility, experience and qualifications and such appointment is approved by the shareholders of the Company. Generally, the Whole-time Director (Executive Director) is appointed for a period of three years. Independent Directors are appointed for a term of upto five consecutive years. Based on their eligibility for re-appointment, the outcome of their performance evaluation and the recommendation by the Nomination and Remuneration Commi ee, the Independent Directors may be re-appointed by the Board for another term of five consecutive years, subject to approval of the shareholders of the Company. The Directors shall retire as per the applicable provisions of the Companies Act, 2013 and the policy of the Company. While determining remuneration of the Directors, Key Managerial Personnel and Senior Management Personnel, the Nomination and Remuneration Commi ee ensures that the level and composition of remuneration is reasonable and su cient to a ract, retain and motivate them and ensure the quality required to run the Company successfully. The relationship of remuneration to performance is clear and meets appropriate performance benchmarks and such remuneration comprises a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals. The Company follows a compensation mix of fixed pay, benefits, allowances, perquisites and performance linked incentives for its Executive Directors, Key Managerial Personnel and Senior Management Personnel. The Company pays si ing fees to all Directors for a ending Board and Commi ee meetings.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence, as prescribed under the Companies Act, 2013 and the LODR Regulations. All Independent Directors also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. The Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 and the LODR Regulations and are independent of the management. The Board further opinionated that the Independent Directors possess requisite expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

Familiarisation Programme for Independent Directors

The details of Familiarisation Programme for Independent Directors has been given in the Report on Corporate Governance.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and as prescribed by the LODR Regulations, as amended from time to time, the Board of Directors carried out an annual evaluation of its own performance, Commi ees and individual Directors of the Company. The Directors expressed their satisfaction with the evaluation process.

The Board evaluated its performance a er considering the inputs received from all Directors based on the criteria such as composition and structure of the Board with diverse background & experience, flexible & effective board procedures, quality of timely information and effective functioning of the Board etc.

The Board evaluated performance of its Commi ees a er considering the inputs received from all Commi ee members based on the criteria involving composition of the Commi ee with members having diverse experience, skill and effective functioning of the Commi ee etc.

The Board and the Nomination and Remuneration Commi ee reviewed the performance of individual Directors on the basis of the criteria such as professional qualifications, prior experience, especially experience relevant to the Company, commitment, contribution, integrity, independence and guidance / support to management etc. Similarly, Board evaluated the performance of the Chairperson based on the criteria of effective leadership, constructive relationships and communications within the Board, addressing of the issues and concerns raised by the members of the Board etc.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairperson and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 with regard to the Directors' Responsibility Statement, your Board confirms that: a) in the preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; 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 a airs of the Company as at March 31, 2024 and of the profit / loss of the Company for that period; c) the Directors have taken proper and su cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a going concern basis; e) 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; f) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company:

Whole-time Director: Mr. Satyendra Pal Singh - designated as ‘Executive Director'

Chief Financial O cer: Mr. Prabir Goswami

Company Secretary: Ms. V ayshree Binnani

CORPORATE SOCIAL RESPONSIBILITY

The provisions under Section 135 of the Companies Act, 2013 read with the Rules made thereunder are not applicable as the Company is not meeting any criteria specified therein. The Company has not spent any amount under Corporate Social Responsibility during the financial year 2023-24. Accordingly, Annual Report on Corporate Social Responsibility activities is not required to be a ached.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has adequate internal financial control system commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

RISK MANAGEMENT

The Company has formulated and implemented a Risk Management Policy (Risk Management Procedure) in consultation with Senior Management to identify various kinds of risk in business and its process to minimize the same. For details, please refer to Management Discussion and Analysis Report.

At present, the Company has not identified any element of risk which may threaten the existence of the Company.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has a Whistle Blower Mechanism and a Policy namely, Whistle Blower Policy that lays down the process for raising concern about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct. The said Policy may be accessed at h p://www.edclgroup.com/pdf/Whistle-Blower-Policy.pdf.

Your Company hereby a rms that no Director / employee have been denied access to the Chairman of the Audit Commi ee and that none complaint was received during the year.

LOAN, GUARANTEES AND INVESTMENTS

Particulars of loans, investments and guarantees have been disclosed in the financial statements, which forms an integral part of this Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

There were no material contacts or arrangements with related parties referred in Section 188 of the Companies Act, 2013 read with the Rules made thereunder. Accordingly, AOC–2 is not required to be a ached. All other related party transactions entered into during the financial year were on arm's length basis and were in the ordinary course of business and were placed before the Audit Commi ee and Board for their approval, as required. Prior omnibus approval of the Audit Commi ee was obtained for the transactions which are of repetitive nature. The details of transactions with related parties as per Ind AS - 24 are disclosed in the notes to accounts. The Company has developed a Policy on Related Party Transaction for the purpose of identification and monitoring of such transactions.

AUDITORS AND AUDITORS' REPORT (i) Statutory Auditors

The Company has received a certificate from M/s. ALPS & Co., Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of the LODR Regulations.

In their report dated May 30, 2024, M/s. ALPS & Co. has given adverse opinion in relation to standalone and consolidated financial statements of the Company for the financial year ended March 31, 2024.

In respect of investments and loans in Arunachal Pradesh and U arakhand undertakings, pending fulfilment of conditions and approvals etc. in terms of the agreements and pending recovery thereof, the said amount and other receivables pertaining to those Undertakings have been considered good and recoverable. In respect of loans granted to wholly owned subsidiaries, the management is in the process of determination of terms of repayment etc. and the same being granted as a ma er of financial support to the wholly owned subsidiary companies, the outstanding amount has been considered good and recoverable. The investment in equity shares and preference shares of the wholly owned subsidiaries, being strategic in nature, no adjustment in carrying value has been considered necessary by the management. The management is in the process of recovery of outstanding balances of trade receivables and loans and pending recovery thereof, the said amounts have been considered good of recovery. Reconciliation of outstanding balances with customers and/ or suppliers is under process and consequential impact, if any, will be given effect to as and when determinable. Remuneration paid to one of the directors of the company, pending approvals thereof, have been considered recoverable and the same is considered good of recovery as on 31st March, 2024. Project survey, geological investigation and formulation of detailed project report and other allied works in respect of projects undertaken by U arakhand undertaking are under process and based on physical verification of assets carried out in earlier years, no adjustments in carrying value of capital work-in-progress has been considered necessary by the Board.

Pursuant to the search conducted under section 132 of the Income Tax Act, 1961 by Income Tax Authorities in the financial year 2020-21, the Company has received demand notices with respect to assessment years 2011-12 to 2020-21, amounting to 18,817.47 Lakhs as income tax from the Income Tax Department. The demand has been challenged through the appellate process enunciated in the Income Tax Act, 1961 on the grounds of it being erroneous in facts and in law and the ma er is pending as on date. Pursuant to the application made by the Company, the demands have been stayed. Pending resolution of the ma ers, 1,235.03 Lakhs (including 153.30 Lakhs recovered from the bank accounts of the Company) have been deposited till 31st March, 2024. Additionally, two subsidiaries namely, EDCL Power Projects Ltd. and Ayyappa Hydro Power Ltd. have received assessment orders for assessment of income tax for the years 2013-14 to 2021-22 and 2015-16 to 2020-21 and demand notices aggregating to 4,285.09 Lakhs and 59.10 Lakhs respectively have been issued to the said subsidiary companies. Necessary appeals against these notices have been filed before the Commissioner of Income Tax (appeals) and the ma er is pending as on date. As per the legal and professional advice received, the allegations and contentions made by the Income Tax Authorities are legally not tenable and no liability as such is expected to arise in respect of ma ers. Ma ers being pending in appeal, impact in this respect as such are not determinable.

Other observations and opinions of the Statutory Auditors in their report are self-explanatory in nature.

(ii) Cost Auditors

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly, such accounts and records are made and maintained.

The Board of Directors have re-appointed M/s. N. Radhakrishnan & Co., Cost Accountants of 11A, Dover Lane, Flat B1/34, Kolkata – 700 029 as the Cost Auditors of the Company to conduct Cost Audit for the financial year 2024-25. In terms of Section 148 of the Companies Act, 2013, your Board recommends ratification of remuneration of the Cost Auditors at the ensuing Annual General Meeting. The Cost Audit Report for the financial year 2022-23 has been filed with the Ministry of Corporate A airs.

(iii) Secretarial Auditor

The Board of Directors appointed Ms. Sweety Sharma, Practicing Company Secretary to conduct the secretarial audit of the Company for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended on March 31, 2024 is annexed herewith and marked as Annexure "G" and forms an integral part of this Annual Report.

The Board hereby clarifies that the delay in filing of forms and non-filing of forms were due to non-approval to file, financial and payment issues. The Board will arrange to complete filing of all pending forms. Other remarks are self-explenatory in nature.

The Secretarial Audit Report does not contain any other qualification, reservation or adverse remark or disclaimer.

ANTI-SEXUAL HARASSMENT POLICY

The Company has adopted Anti-Sexual Harassment Policy, covering all the aspects as contained under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to constitution of Internal Complaints Commi ee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Up till date, the Company has not received any complaint under the Policy.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has generally complied with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith and marked as Annexure "H".

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Rules forms part of this Report. Further, the Report and the Accounts are being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the Company Secretary. The said information is available for inspection by the Members at the registered o ce of the Company during business hours on working days upto the date of the ensuing Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy and technology absorption, foreign exchange earnings and outgo are annexed herewith and marked as Annexure "I".

EXTRACT OF ANNUAL RETURN

In terms of the Companies Act, 2013, as amended, the Annual Return is available on the website of your Company at www.edclgroup.com under the tab "Investor Information> Annual Reports" under the link at h ps://www.edclgroup. com/investor-information/annual-report/.

DISCLOSURE ON INCOME TAX DEMAND

The Company has received demand notices under the provisions of the Income-tax Act, 1961, with respect to assessment years 2011-12 to 2020-21, amounting to 18,817.47 Lakhs as income tax from the income tax department. The demand has been challenged through the appellate process enunciated in the Income Tax Act, 1961. Please refer to the ma er briefed in fi h paragraph of "(i) Statutory Auditors" under "Auditors And Auditors' Report" mentioned herein above.

GENERAL

The Directors state that no disclosure or reporting is required in respect of the following items during the year under review as:

1. No deposits covered under Chapter V of the Companies Act, 2013 were accepted;

2. No equity shares with di erential rights as to dividend, voting or otherwise; or shares (including sweat equity shares) to employees of the Company under any scheme were issued;

3. No remuneration or commission to the Whole-time Director of the Company were paid from any of its subsidiaries;

4. No significant and material orders were passed by any regulatory authority or court or tribunal impacting the going concern status and Company's operation in foreseeable future; Please refer to the ma er briefed in fi h paragraph of "(i) Statutory Auditors" under "Auditors And Auditors' Report" mentioned herein above.

5. No material changes and commitments occurred a ecting the financial position of the Company between the end of financial year and date of report;

6. No fraud has been reported by the Statutory Auditors, Cost Auditors and Secretarial Auditors to the Audit Commi ee or the Board.

ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation to the Central and State Governments, Banks, customers, vendors and the Company's valued investors for their continued co-operation and support.

Your Directors also wish to acknowledge the support and valuable contributions made by the employees, at all levels.