India Power Corporation Ltd Directors Report

DEAR MEMBERS,

Your Directors are pleased to present the 105th Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2025.

FINANCIAL PERFORMANCE

The key highlights of the standalone and consolidated financial performance of your Company is summarised below:

( in lakhs)

	Standalone		Consolidated
Particulars	Year ended 31st March, 2025	Year ended 31st March, 2024	Year ended 31st March, 2025	Year ended 31st March, 2024
Total income [including Regulatory income/(expense)]	74,507.77	67,334.20	76,285.68	69,495.73
Total expenditure	73,918.90	65,333.73	75,407.15	67,319.73
Share of Profit/(Loss) of Joint Venture		(9.13)	40.05
Profit before Tax	588.87	2000.47	869.40	2,216.05
Less: Provision for Taxation
Current Tax	758.34	969.00	758.34	975.81
Deferred Tax	(591.92)	(478.00)	(591.92)	(478.00)
Profit for the year from continuing operations	422.45	1,509.47	702.98	1,718.24
Profit for the year	422.45	1,509.47	702.98	1,718.24

REVIEW OF OPERATIONS AND STATE OF THE COMPANYS AFFAIRS

Your Company is one of the integrated power utilities in India that started its journey in the year 1919. Your Company has a Distribution License, which spread across 798 sq. kms. in Asansol - Raniganj area of West Bengal. Your Company maintains one of the lowest transmission and distribution losses in the country, which is below 3%. Your Company has a total operational generation capacity of 38.8 MW comprising of 12 MW thermal power plant in Asansol, West Bengal, 24.8 MW of wind asset in Gujarat and 2 MW solar asset in West Bengal and another 133MW of Solar Project under development in Maharashtra.

The total standalone income (including Regulatory income/ expense) was recorded at Rs. 74,507.77 lakhs for the financial year ended 31st March, 2025, in comparison to the previous year figure of Rs. 67,334.20 lakhs. Your Company supplied 893.46 MU of power in its license area and 27.20 MU of wind power during the financial year ended 31st March, 2025. The Standalone Profit after Tax for the financial year ended 31st March, 2025 was recorded at Rs. 422.45 lakhs as compared to previous years figure of Rs. 1,509.47 lakhs.

Your Companys wholly-owned subsidiary, MP Smart Grid Private Limited, has been engaged in executing, a first of its kind, public private partnership awarded by Madhya Pradesh Paschim Kshetra Vidyut Vitaran Company Limited, Indore, that involves installation of 3,50,000 smart meters across five towns in Madhya Pradesh.

Detailed information on your Companys operations, state of its affairs and outlook, are elaborated in the Management Discussion and Analysis Report as stipulated under Regulation 34(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), which is attached to this Report as Annexure I.

There is no material change and commitment affecting the financial position of your Company which has occurred after the end of the financial year till the date of this Report, other than those stated in this Report.

DIVIDEND

The Board of Directors have recommended a dividend of 5 (five) percent ( 0.05 per equity share of Re 1 each) for the financial year ended 31st March, 2025, subject to approval of the Members at the ensuing 105th Annual General Meeting (AGM). The dividend payout is in accordance with your Companys Dividend Distribution Policy formulated in terms of Regulation 43A of the Listing Regulations, which is available on your Companys website at the link https:// indiapower.com/#/investorrelations/corporatecodespoliciepa gefile?filename=Dividend-Distribution-Policy.pdf

RESERVES

The amount carried to the reserves and surplus for the financial year 2024-25 is given in the Standalone Financial Statements of your Company for the financial year ended 31st March, 2025.

DEPOSITS

Your Company has not accepted any deposit under the provisions of Sections 73 and 76 of the Companies Act, 2013 ("Act") and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

SHARE CAPITAL

In terms of the Scheme of Arrangement and consequent upon Amalgamation of India Power Corporation Limited ("erstwhile IPCL") (CIN: U40101WB2003PLC097340) into and with DPSC Limited (now known as India Power Corporation Limited) (CIN: L40105WB1919PLC003263), sanctioned by the Honble High Court at Calcutta vide its order dated 17th April, 2013 ("Scheme"), the Shareholders of erstwhile IPCL are entitled to be allotted 11 equity shares of Re. 1 each of your Company for every 100 equity shares of erstwhile IPCL held by them resulting in allotment of 112,02,75,823 equity shares of Re. 1 each ("consideration shares"). The existing holding of erstwhile IPCL in your Company i.e. 51,61,32,374 equity shares shall stand cancelled pursuant to the aforesaid Scheme and accordingly the paid-up equity share capital of your Company upon allotment of the consideration shares and cancellation as envisaged above shall stand increased from Rs. 97,37,89,640 to Rs. 157,79,33,089 comprising of 157,79,33,089 equity shares of Re. 1 each. Cancellation and allotment of the aforesaid shares has not been given effect due to certain pending clearance(s)/ approval(s) from the Stock Exchanges.

SUBSIDIARIES AND ASSOCIATES

During the year under review, your Company has incorporated PARMESHI URJA LIMITED, a wholly-owned subsidiary on 29th October, 2024 to undertake the project for carrying out the business of development of Solar Power Plant of capacity of 133 MW (AC) in 26 locations of 04 Districts of Maharashtra which comprises of Design and drawings, layout, and drawings/bill of material of the Project and associated evacuation infrastructure, engineering, procurement, construction, financing, commissioning, operation, and maintenance of the Project, including the evacuation infrastructure up to the Delivery Point etc. The duration of Project is 26.5 Years.

Your Company has also incorporated DPSC DISTRIBUTION LIMITED a wholly-owned subsidiary on 12th December, 2024 to focus on the core business of power generation and distribution and for optimum utilization of the existing resources and expertise.

In line with Section 129(3) of the Act read with the Companies (Accounts) Rules, 2014, Listing Regulations and in accordance with Indian Accounting Standards, the Consolidated Financial Statements prepared by your Company includes financial information of the subsidiary and associate companies and their contribution to the overall performance of your Company during the year under review.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the Statement in Form AOC-1 containing the salient features of the Financial Statements of your Companys subsidiaries and associate forms part of the Consolidated Financial Statements of your Company which is in addition to this Report. Further, in terms of Section 134(3) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, the report on the highlights of the performance of the subsidiary and associate companies also forms part of Form AOC-1.

Pursuant to the provisions of Section 136 of the Act, copies of the Annual Accounts in respect of each of the subsidiaries would be available on your Companys website www.indiapower.com and copy of such audited accounts will be provided to the Members at their request.

TRANSFER OF NON-REGULATED BUSINESS OF THE COMPANY TO IPCL POWER LIMITED AS A GOING CONCERN ON SLUMP SALE BASIS THROUGH EXECUTION OF BUSINESS TRANSFER AGREEMENT

Your Board, subject to the approval of the Members through Postal Ballot, has approved the Slump Sale of Non-Regulated Business, which are not regulated by West Bengal Electricity Regulatory Commission ("WBERC") on a going concern basis for 14.38 crores (Rupees Fourteen Crores Thirty Eight Lakhs only), subject to necessary adjustments, as stated in the Business Transfer Agreement (BTA), to IPCL Power Limited (formerly known as Parmeshi Energy Limited), which is a wholly-owned subsidiary and related party of the Company. The said transaction would be consummated by executing a BTA with IPCL Power Limited.

The aforesaid Purchase Consideration will be discharged by way of requisite number of equity shares of the Transferee Company of face value 10 per share, fully paid up, as determined by the Valuation Report dated 20th May, 2025, issued by Mr. Swapnil Jain, IBBI Registered Valuer (IBBI registration number: IBBI/RV/06/2019/10977), determining the fair valuation of the Non-Regulated Business of IPCL, without values being assigned to the individual assets and liabilities, subject to the terms and conditions of the BTA and adjustments, as may be necessary.

BOARD OF DIRECTORS • Appointment

Based on the recommendation of Nomination and Remuneration Committee and subject to approval of the Members of your Company, the Board of Directors ("Board") at their meeting held on 28th March, 2024, had approved the appointment of Ms. Pragya Jhunjhunwala (DIN: 02315132) as an Additional Director (Independent) of your Company with effect from 1st April, 2025. The Board had also appointed her as an Independent Director for a period of 5 (five) consecutive years with effect from 1st April, 2025, i.e., till 31st March, 2030 subject to approval of the Members.

Further, on the recommendation of Nomination and Remuneration Committee and subject to approval of the Members of your Company, the Board of Directors at their meeting held on 20th May, 2025, approved the reappointment of Mr. Somesh Dasgupta (DIN: 001298835) as the Whole Time Director of your Company for a term of 2 (two) years with effect from 1st July, 2025 i.e. till 30th June, 2027, liable to retire by rotation.

Notice of Postal Ballot proposing the appointment of Ms. Pragya Jhunjhunwala as an Independent Director will be sent to all the shareholders of the Company for their approval. The Board expects the resolution to be passed by the Members of the Company.

• Director retiring by rotation

In accordance with the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of your Company, Mr. Debashis Bose (DIN: 06684439) Executive Director of your Company, retires by rotation at the ensuing 105th Annual General Meeting and being eligible, offers himself for reappointment. The Board of Directors of your Company recommends the above re-appointment.

• Retirement

Ms. Dipali Khanna (DIN: 03395440) Independent Director, retired with effect from 31st March, 2025, on completion of her second term of 5 (five) consecutive years as an Independent Director of the Company. The Board of your Company place on record its sincere appreciation for the guidance and support rendered by Ms. Dipali Khanna during her association with your Company.

• Performance Evaluation

Pursuant to the provisions of Section 134 read with Code of Independent Directors (Schedule IV to the Act) and Section 178 of the Act and the Listing Regulations, the Board carried out the annual evaluation of the performance of the Board, the working of the Committees of the Board and Individual Directors for the financial year 2024-25. The Board of your Company evaluated the same after seeking inputs from all the Directors and expressed their satisfaction with the overall evaluation process.

Further, in the separate meeting of the Independent Directors of your Company held during the year under review, performance of non-Independent Directors, performance of the Board as a whole and the performance of the Chairperson were evaluated and the quality, quantity and timeliness of flow of information between Companys Management and the Board were assessed. The Independent Directors have expressed their satisfaction on the performance evaluation system, overall functioning of the Board and on the performance of the individual Directors.

• Declaration by Directors

As per the declarations received by the Company, none of the Directors on the Board of the Company are disqualified to be appointed as a Director of the Company under the applicable provisions of the Act and/or the Listing Regulations.

• Independent Directors

The Board of your Company have taken on record the declarations received from each of the Independent Directors confirming that they continue to meet the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence.

The Independent Directors of your Company have taken requisite steps towards inclusion of their name in the Databank of the Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The terms and conditions of appointment of Independent Directors are available on your Companys website at the link https://indiapower.eom/#/ investorrelations/compliance/independentdirectorsp agefile?filename=Terms-Conditions-of-Appointment- of-ID_20240620_053333T.pdf

KEY MANAGERIAL PERSONNEL

In terms of Sections 2(51) and 203 of the Act, the following were the Key Managerial Personnel of your Company as on 31st March, 2025:

i) Mr. Raghav Raj Kanoria, Managing Director

ii) Mr. Somesh Dasgupta, Whole-time Director

iii) Mr. Debashis Bose, Executive Director

iv) Mr. Anil Krishna Prasad, Chief Financial Officer

v) Mr. Dhananjoy Karmakar, Company Secretary

The Board of your Company at their meeting held on 29th May, 2024, based on the recommendation of the Nomination and Remuneration Committee had approved the appointment of Mr. Dhananjoy Karmakar (FCS 6901) as the Company Secretary and Compliance Officer, designated as Key Managerial Personnel of your Company, with effect from 29th May, 2024 pursuant to the provision of Sections 2(51) and 203 of the Act.

The Board of your Company at their meeting held on 29th May, 2024, based on the recommendation of the Audit Committee and Nomination and Remuneration Committee had approved the appointment of Mr. Anil Krishna Prasad as the Chief Financial Officer, designated as Key Managerial Personnel of your Company, with effect from 29th May, 2024 pursuant to the provision of Sections 2(51) and 203 of the Act.

COMMITTEES OF THE BOARD

Your Company has 6 (six) Board level Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Committee of Directors, set up under the formal approval and authority of the Board to carry out clearly defined roles and responsibilities. Details of the composition, terms of reference, number of meetings held during the financial year, attendance of Members etc. is provided in the Corporate Governance Report annexed hereto and forming part of this Report.

All observations, recommendations and decision of the above Committees were placed before the Board of your Company for their consideration. During the year under review, there has been no instance where the Board has not accepted any recommendation of any of the aforesaid Committees.

BOARD AND COMMITTEE MEETINGS

During the financial year 2024-25, 6 (six) meetings of the Board of your Company were convened and held on 29th May, 2024, 2nd August, 2024, 9th October, 2024, 13th November, 2024, 8th February, 2025 and 28th March, 2025.

Additionally, several Committee meetings were also held during the year under review. Detailed information of particulars of meetings held during the financial year 202425 and the attendance of the Directors at such meetings are given in the Report on Corporate Governance annexed hereto and forming part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sections 134(3)(c) and 134(5) of the Act, your Directors to the best of their knowledge and ability and according to the information and explanations obtained by them, state and confirm that:

a) in the preparation of the Annual Accounts for the financial year ended 31st March, 2025, the applicable Accounting Standards have been followed, along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2025 and of the profit of your Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) the Annual Accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and are operating effectively; and

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

POLICIES AND PROCEDURES

Policies and Procedures are an essential component of your Companys Corporate Governance framework which outlines the organisational and operational structure. In line with this approach and in terms of the provisions of the Act and Listing Regulations, your Company has framed various Policies and Procedures duly approved and adopted by the Board. Your Company periodically reviews its Policies and Procedures in view of the changing business environment and regulatory frameworks.

• Nomination & Remuneration Policy

In terms of Section 178(3) of the Act and Regulation 19 of the Listing Regulations, your Company has in place a Nomination & Remuneration Policy which broadly lays down the guiding principles, procedures and basis for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel, including criteria for determining qualification, positive attributes, independence of a Director and payment of Remuneration to Directors, Key Managerial Personnel, Senior Management Personnel and other Employees. The Policy is available on your Companys website at the link https://indiapower. com/#/investorrelations/corpo ratecodespoliciepagefile?filename=Nomination-and- Remuneration-Policy_20240620_0518331.pdf

Corporate Social Responsibility

Your Company believes in a holistic approach when it comes to perceiving the society at a large. Your Company understands its social responsibilities and importance of being a socially responsible organisation. Your Company strives to create a value- based and empowered society through continuous and purposeful engagement with the local communities.

In line with your Companys Corporate Social Responsibility ("CSR") Policy and strategy, this year your Company focused primarily on skill development, rural and infrastructural development, relief and care, education, sports, healthcare, women empowerment, environment and promotion of cultural heritage.

The details of the CSR initiatives and projects undertaken by your Company during the financial year 2024-25 are outlined in the Annual Report on CSR activities which is attached to this Report as Annexure II.

Your Company undertakes CSR activities in accordance with the CSR Policy and CSR Annual Action Plan as approved by the Board of your Company. The CSR Policy is available on your Companys website at the link https://indiapower.eom/#/investorrelations/corpo ratecodespoliciepagefile?filename=Corporate-Social- Responsibility-Policy.pdf

• Risk Management

Your Company has adopted a Risk Management Policy aimed to ensure resilience for sustainable growth and sound corporate governance by having a process of risk identification and management in compliance with the provisions of the Act and the Listing Regulations. Your Company recognises that the emerging and identified risks need to be managed, monitored and mitigated to create sustainable value for all its stakeholders and achieve business objectives.

Pursuant to the requirement of Regulation 21 of the Listing Regulations, your Company has constituted a Risk Management Committee to oversee the Risk Management process of your Company. The Risk Management Committee biannually reviews the major risks identified and finalises related mitigation plans.

Internal Financial Control System is an integral part of the Risk Management process and the Board is of the opinion that it has been working effectively. In view of its importance, your Company makes efforts on an ongoing basis to strengthen the Internal Financial Control system.

The details of the key risks identified and the response and strategies adopted to mitigate the same are explained in the Management Discussion and Analysis Report annexed hereto and forming part of this Report.

• Internal Control Systems and their Adequacy

The details with respect to Internal Control Systems and their adequacy are provided in the Management Discussion and Analysis Report, which forms part of this Report.

• Vigil Mechanism for Directors and Employees

Your Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Board of your Company has in terms of Section 177(9) of the Act and Regulation 22 of the Listing Regulations, framed and adopted a Vigil Mechanism / Whistle Blower Policy with an aim to provide a mechanism, inter alia, enabling Stakeholders, including Directors and Employees, to freely communicate their concerns about suspected unethical behaviour, improper / illegal practices, leakage of Unpublished Price Sensitive Information and wrongful conduct taking place in your Company and also to provide adequate safeguard against victimisation of Directors and Employees who avail the mechanism.

The Whistle Blower Policy / Vigil Mechanism specify the procedure and reporting authority for reporting such unethical behaviour or improper activity with provisions for direct access to the Chairman of the Audit Committee for redressal. The Policy also provides for a detailed complaint and investigation process. The functioning of the Vigil Mechanism / Whistle Blower Policy is reviewed by the Audit Committee.

Your Company hereby affirms that no complaint under the Policy was received during the year under review and that no person was denied access to the Chairperson of the Audit Committee. The Vigil Mechanism / Whistle Blower Policy is available on your Companys website at the link https://indiapower. eom/#/investorrelations/ corporatecodespoliciepagefile?filename=WHISTLE- BLOWER-VIGIL-MECHANISM_20240620_0522Hl.pdf

• Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace

Your Company has zero tolerance towards sexual harassment at workplace and remains committed to providing and promoting a healthy culture and congenial working environment for all its Employees that enables Employees to work without fear of prejudice, gender bias and sexual harassment. As an organisation, your Company is committed to ensure that every Employee is treated with dignity and respect.

Your Company in order to foster a positive workplace environment, free from harassment of any nature and in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, has enacted a Policy on Prevention of Sexual Harassment and have constituted Internal Complaints Committee to redress complaint, if any, received regarding sexual harassment. During the year under review, no complaint pertaining to sexual harassment was received by your Company.

AUDITORS AND AUDITORS REPORT Statutory Auditors

Pursuant to Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. SS Kothari Mehta & Co., LLP Chartered Accountants (Firm Registration No. 000756N/ N500441) were appointed as the Statutory Auditors of your Company at the 102nd Annual General Meeting to hold office for a period of 5 (five) consecutive years, from the conclusion of the 102nd Annual General Meeting till the conclusion of the 107th Annual General Meeting of your Company to be held in the year 2027.

The Reports given by the Auditors on the Standalone and Consolidated Financial Statements of your Company for the year ended 31st March, 2025 forms part of the Annual Report. The Auditors Report on the Standalone and Consolidated Financial Statements of your Company for the year ended 31st March, 2025 contains a qualification that necessary provision has not been made with respect to receivables of Rs. 19,970 lakhs from Power Trust. The receivable amount from Power Trust is unsecured and the major underlying asset of Power Trust is subject to a case filed under Insolvency and Bankruptcy Code, 2016 (IBC), which is pending as on date, and recovery of the above receivable is dependent on the outcome of the case, hence we are unable to quantify the impact on the Statement.

It further contains a qualification with respect to application before National Company Law Tribunal under the IBC against the Company filed by the lenders of Meenakshi Energy Limited (MEL) for invocation of Corporate Guarantee given by the Company. The events and conditions along with other matters as set forth in the said note, indicate uncertainty on the outcome of the above matter. As it is subjudice, the impact of the same on the Statement cannot be ascertained.

It further contains a qualification with respect to outstanding Electricity Duty amounting to Rs. 15,296.87 lakhs as at March 31, 2025 as per the relevant provisions of the Bengal Electricity Duty Act, 1935. Your company is taking necessary steps to address the matter.

The Statutory Auditors of your Company have not reported any incident of fraud to the Audit Committee of your Company during the year under review in terms of provisions of Section 143(12) of the Act.

• Cost Auditors

Pursuant to Section 148(2) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and get its cost records audited by a Cost Accountant. Accordingly, such accounts and records are maintained by your Company. The Board of Directors of your Company at its meeting held on 20th May, 2025 based on the recommendation of the Audit Committee, has approved the re-appointment of M/s. Mani & Co., Cost Accountants (Firm Registration No. 000004) as the Cost Auditors to conduct the audit of the cost records of your Company for the financial year ending 31st March, 2026.

The remuneration payable to the Cost Auditors is subject to ratification by the Members at the ensuing AGM. Accordingly, appropriate resolution for ratification of the remuneration payable to M/s. Mani & Co., Cost Accountants to conduct the audit of cost records of your Company for the financial year ending on 31st March, 2026 shall be included in the Notice convening the ensuing AGM for seeking approval of the Members.

• Internal Auditors

Pursuant to Section 138(1) of the Act M/s. Saraf & Chandra LLP has been appointed as the Internal Auditor of your Company for the financial year ending on 31st March, 2026 to conduct the internal audit of the functions and activities of your Company. The Internal Auditor report to the Audit Committee. The Internal Audit Report is placed at the meetings of Audit Committee on a quarterly basis for their review.

• Secretarial Auditors

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 framed thereunder and Regulation 24A of the Listing Regulations, as amended, M/s. MR & Associates, Practising Company Secretaries, had been re-appointed to conduct the secretarial audit of your Company for the financial year ended on 31st March, 2025. The Secretarial Audit Report is attached to this Report as Annexure IN.

The Secretarial Auditors have made an observation in the Secretarial Audit Report with respect to the pending West Bengal Electricity Regulatory Commission (WBERC) matter. West Bengal Electricity Regulatory Commission ("Commission") vide its order dated 7th July, 2014 in its suo-moto proceedings against the Company in respect of the Scheme of Arrangement and Amalgamation ("Scheme") of erstwhile India Power Corporation Limited (CIN: U40101WB2003PLC097340) into and with the Company as sanctioned by the Honble High Court at Calcutta vide its order dated 17th April, 2013 had held that the said arrangement needed prior approval of the Commission under section 17(4) of the Electricity Act, 2003 and in absence of such prior approval, the Commission had held the said Scheme as void as a licensee. The said order of the Commission was challenged by the Company before the Honble High Court at Calcutta and the single member bench of Honble High Court at Calcutta had quashed the said order dated 7th July, 2014 of the Commission and their impugned letter 12th March, 2014 read with letter dated 1st April, 2014 by allowing the Writ Application. Thereafter, Commission has preferred an appeal before the Division Bench of the Honble High Court at Calcutta. The disposal of the matter is presently pending.

The Secretarial Auditors have also made observations relating to outstanding Electricity Duty amounting to Rs. 15296.87 lakhs as at March 31, 2025 as per the relevant provisions of the Bengal Electricity Duty Act, 1935 and a minor delay relating to disclosure to the Stock Exchanges for change in directorship, which was approved at the Board Meeting held on March 28, 2025.

Your Company is taking necessary steps to address the matter relating to outstanding Electricity Duty. The insignificant delay in the aforesaid disclosure was due to technical issues.

As per NSE Circular Ref No: NSE/CML/2025/02 dated January 2, 2025, the Integrated Filing in PDF format, as prescribed, is required to be submitted within 24 hours from the conclusion of the Board Meeting pertaining to the December 2024 quarter. However, the Integrated filing of the Board Meeting held on February 8, 2025, was marginally delayed. The said delay was also due to technical issues /glitches while filing the said document.

• Appointment of Secretarial Auditors

Pursuant to Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 framed thereunder and Regulation 24A of the Listing Regulations, as amended every listed entity is required to appoint a Peer Reviewed Company Secretary or firm of Company Secretaries as Secretarial Auditor for a term of five years with the approval of shareholders at the Annual General Meeting.

The Board of Directors at its meeting held on 20th May, 2025, after considering the expertise and experience of M/s. MR & Associates, Practicing Company Secretaries, a Peer Reviewed Firm (Peer Review Certificate No.: 5598/2024) and based on the recommendation of the Audit Committee, have appointed M/s. MR & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for a term of five consecutive years, commencing from 1st April, 2025 to 31st March, 2030 , subject to the approval of Members at the ensuing AGM.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V to the Listing Regulations, the Report on Corporate Governance is attached to this Report as Annexure IV and the Certificate from M/s. SS Kothari Mehta & Co.,LLP the Statutory Auditors of your Company, confirming compliance of the conditions of Corporate Governance forms part of the said Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board of Directors of your Company has adopted a Related Party Transactions Policy to ensure that proper approval, reporting and disclosure processes are in place for all transactions between your Company and the Related Parties. The Related Party Transactions Policy is available on your Companys website at the link https://indiapower.eom/#/investorrelations/ corporatecodespoliciepagefile?filename=RELATED%20 PARTY%20TRANSACTIONS%20POLICY_20250226_m932l pdf

All Related Party Transactions entered into by your Company during the financial year 2024-25 were in the ordinary course of business and on an arms length basis and in accordance with the provisions of the Act, the Listing Regulations and the Related Party Transactions Policy of your Company. No material Related Party Transaction arising from contract / arrangement / transaction under the purview of Section 188(1) of the Act was entered into with any Related Party during the financial year 2024-25. The disclosure of Related Party Transactions in terms of Section 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company. The details of Related Party Transactions entered by your Company with Related Parties during the financial year 2024-25 are set out in the Notes to the Financial Statements for the financial year ended 31st March, 2025.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company, being engaged in the business of providing infrastructure facilities, the loans made, guarantees given or security provided and the investments / acquisitions made by your Company by way of subscription, purchase or otherwise in the securities of any other body corporate are exempt from the applicability of provisions of Section 186 of the Act.

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

The statement containing the information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached to this Report as Annexure V.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

There has been no significant and material order passed by the Regulators / Courts / Tribunals impacting the going concern status of your Company and its future operations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statements containing the information to be disclosed in terms of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached to this Report as Annexure VI and Annexure VII respectively.

COMPLIANCES WITH APPLICABLE SECRETARIAL STANDARDS

Your Directors confirm that the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India have been duly complied with.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the financial year ended 31st March, 2025 in terms of Regulation 34(2)(f) of the Listing Regulations is attached to this Report as Annexure VIII.

DISCLOSURE UNDER ELECTRICITY DISTRIBUTION (ACCOUNTS AND ADDITIONAL DISCLOSURES) RULES, 2024

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

ANNUAL RETURN

In terms of the provisions of Sections 92(3) and 134(3) of the Act, the draft of the Annual Return for the financial year ended 31st March, 2025 is available on your Companys website and can be accessed at the link https:// indiapower.eom/#/investorrelations/financialinformation/ annualreturnpagefile?filename=DRAFT%20ANNUAL%20 RETURN%202025_20250617_0317401.pdf

OTHER DISCLOSURES / REPORTING

No disclosure or reporting is required in respect of the following items as there were no transaction done on these items during the year under review:

• There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

• There was no issue of sweat equity shares.

• Your Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• There was no recei pt of any remuneration or commission by the Executive Directors of your Company from any of its subsidiaries.

• There was no revision in the Financial Statements or the Report of the Board of your Company.

• There was no change in the nature of business.

During the financial year 2021-22, State Bank of India had filed an application before Honble NCLT, Hyderabad against your Company (in its capacity as a Corporate Guarantor of MEL) under Section 7 read with Section 60(2) of IBC. Honble NCLT, Hyderabad had dismissed the application vide Judgment & Order dated 30th October, 2023. State Bank of India had filed an appeal against the said Order under Section 61 of IBC before the NCLAT, Chennai. In the interregnum SBI had also filed an appeal before the Honble Supreme Court of India against the Order dated 4th October 2023 of NCLAT, Chennai with respect to the non-consideration of new factual assertions in the Rejoinder filed in the main CP. The Honble Supreme Court vide its Order dated 14th February, 2025 remanded back the main CP before NCLT, Hyderabad for fresh consideration of the Section 7 application filed by SBI. The matter is presently pending. The issue whether there exists a debt due to the lenders of MEL is presently sub- judice and hence the liability of your Company, if any, in its capacity as a Corporate Guarantor is not crystallized.

During the financial year 2020-21, Gupta Power Private Limited, an operational creditor had filed an application under Section 9 of IBC before Honble NCLT, Kolkata. Honble NCLT, Kolkata, had dismissed the application vide Judgment and Order dated 17th July, 2023. Gupta Power Private Limited has preferred an appeal under Section 61 of the IBC before the Honble NCLAT, Delhi against the said Judgment and Order. Honble NCLAT vide its Order dated 5th July, 2024 remanded back the matter to NCLT, Kolkata to re-adjudicate the matter after taking into consideration all the documents placed on record by both sides. The Honble Court vide Order dated 11th April, 2025, passed an Order restraining Gupta Power from operating Bank Account No. 381010200000602 maintained with Axis Bank, Bhubaneswar, Odisha. The matter is presently sub-judice.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the co-operation and assistance extended to your Company by the Ministry of Power, WBERC, Central Electricity Regulatory Commission, various Ministries of the Central and State Governments, particularly the Power Departments, State Discoms, Central and State Transmission Companies, West Bengal Green Energy Development Corporation Limited, Damodar Valley Corporation, Power Exchanges, Department of Public Enterprises, Securities and Exchange Board of India, Stock Exchanges, Ministry of Corporate Affairs and other concerned Government departments / agencies.

The Board of Directors of your Company also conveys its gratitude to the valuable Stakeholders of your Company viz., the Shareholders, Bankers, Contractors, Suppliers and other business associates for their continued trust and excellent support and the Consumers for their unwavering patronage. The Directors also places on record their appreciation for the unstinted efforts and contributions made by the Employees of your Company.

		For and on behalf of the Board of Directors
	Raghav Raj Kanoria	Somesh Dasgupta
Place: Kolkata	Managing Director	Whole-time Director
Date: 20th May, 2025	DIN: 07296482	DIN: 01298835