RattanIndia Power Ltd Directors Report

( in Crore)

There was no change in the nature of business of the Company during the FY 2024-25.

No amount was proposed to be transferred to reserve for the financial year 2024-25 due to non availability of profit for any appropriation.

Due to non-availability of distributable profits in the year 2024-25, dividend was not recommended by the Board. The "Dividend Distribution Policy" formulated in terms of and pursuant to the Regulation 43A of the Listing Regulations, forms part of the Annual Report, is available on the website of the Company at https://www.rattanindiapower.com/wp-content/uploads/2022/ 08/dividend-distribution-policv.pdf

Please refer business review section of Management Discussion and Analysis Report.

As on March 31, 2025, the Company had six directors including one Independent woman director. In terms of the provisions of Section 152 of the Companies Act, 2013 (hereinafter referred to in this Report as the "Act") and Articles of Association of the Company, Mr. Himanshu Mathur (DIN: 03077198), would be retiring as a director by rotation and being eligible for re-appointment, has offered himself for the same.

As required under the Act and the SEBI Regulations, the Company has constituted following Statutory Committees : -

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

All the recommendations made by the Committees including the Audit Committee, were accepted by the Board. The details of Board and Committees composition, tenure of Directors, date of meeting and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

Details of the various committees along with the meetings held during the financial year 2024-25, are given in the "Report on the Corporate Governance" of the Annual Report.

In line with the modifications in the SEBI (Listing Obligation and Disclosure Requirement) (Amendment) Regulation, 2018, corresponding changes have been made in the Nomination and Remuneration Policy of the Company by the Board on the recommendation of Nomination & Remuneration Committee. The Nomination and Remuneration Policy is available on our website at https://www.rattanindiapower.com/rpl/policies/

During the year under review:

(i) Mr. Sanjiv Chhikara, Mr. Sharad Behal and Mr. Jeevagan Narayana Swami Nadar Independent Directors, completed their second tenure as such on September 25, 2024 and ceased to be the Directors of the Company from such date.

(ii) Dr. Virender Singh (DIN: 05215919) was appointed as an Additional Director and Independent Director of the Company, on September 03, 2024, for a period of five years, commencing from the said date, whose appointment as such was approved by the shareholders of the Company in the 17^th Annual General Meeting held on September 30, 2024.

Post closure of the year under review:

(i) Mr. Baliram Ratna Jadhav ceased to be the Director & Whole Time Director of the Company on June 06, 2025.

(ii) Mr. Ravi Kumar Pakalapati (DIN: 11178447) was appointed as an Additional Director & Whole Time Directors of the Company on July 23, 2025, on such terms and conditions including remuneration as approved by the Board of Directors, for a period of five years commencing from the said date, subject to the approval from the shareholders of the Company.

It would be pertinent to mention here that:

(i) Pursuant to Section 161 of the Companies Act, 2013 read with Regulation 17(1C) of SEBI Listing Regulations, Mr. Ravi Kumar Pakalapati shall hold office upto the date of ensuing Annual General Meeting of the Company unless his appointment as such is confirmed by the shareholders at the ensuing AGM.

The Board is of the opinion that Mr. Ravi Kumar Pakalapati, is a person of high integrity with a rich experience in power sector, as mentioned in and evidenced by his profile, which has been set out in the Corporate Governance Report which forms a part of the Annual Report.

(ii) Payment of remuneration to Mr. Ajay Kumar Tandon, an Independent Director, would require an approval from the shareholder by way of Special Resolution, pursuant to Regulation 17(6)(ca) of the SEBI Listing Regulations, as payment to him, as a non - executive director would exceed, in the financial year, fifty percent of the total remuneration payable to all the non- executive directors.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of SEBI (Listing Obligations and Disclosure

Requirements) Regulations 2015 (hereinafter referred to in this report as the "Listing Regulations") a Certificate from Mr.

Sanjay Khandelwal, Practicing Company Secretary to the effect that none of the Companys Directors have been debarred

or disqualified from being appointed or continuing as directors of Companies, is attached to the corporate governance

report, which forms part of this report.

The matters as to (i) Reappointment of Mr. Himanshu Mathur, as a director of the Company liable to retire by rotation (ii) Approval of appointment of Mr. Ravi Kumar Pakalapati (DIN: 11178447) as Whole Time Director of the Company, liable to retire by rotation, on such terms and conditions including remuneration as approved by the Board of Directors w.e.f. July 23, 2025 and (iii) Payment of the remuneration to Mr. Ajay Kumar Tandon, Independent Director, being the amount payable to single non-executive director in excess of the 50% of the total remuneration payable to all non-executive directors, in the financial year 2025-26, have accordingly been included in the notice convening the annual general meeting of the Company for the financial year 2024-25, for the approval of the members of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31.03.2025 were: Mr. Rajiv Rattan, Executive Chairman, Mr. Himanshu Mathur, Whole Time Director, Mr. Baliaram Ratnakar Jadhav, Whole Time Director, Mr. Manish Chitnis, Chief Financial Officer, and Mr. Lalit Narayan Mathpati, Company Secretary.

During the year under review:

(i) Mr. Lalit Narayan Mathpati resigned from his office as the Secretary of the Company on April 09, 2024 and was replaced by Mr. Gaurav Toshkhani on the said date.

(ii) Mr. Gaurav Toshkhani superannuated and consequently ceased to be the Secretary of the Company on March 06, 2025 and Mr. Lalit Narayan Mathpati was appointed as the Company Secretary w.e.f March 07, 2025.

(iii) Mr. Ankur Mitra ceased to be the Chief Financial Officer of the Company and was replaced by Mr. Manish Chitnis on April 09, 2024.

In terms of Section 149 of the Companies Act, 2013 read with Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended upto date (Listing Regulations), Mrs. Pritika Poonia, Mr. Ajay Kumar Tandon and Dr. Virender Singh were the Independent Directors of the Company as on March 31, 2025 and continue to hold the said positions as on the date of this report. The Company has received declarations from the Independent Directors to the effect that (a) they fulfill the criteria for independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules framed thereunder, read with Regulation 16(1)(b) of the Listing Regulations (b) they have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA (c) they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge duties and that (d) they have complied with the Code for Independent Director prescribed in Schedule IV to the Companies Act, 2013 which forms a part of the Companys Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

The Companys Policy on the appointment of Directors and Key and Senior Managerial Personnel and their Remuneration policy can be accessed on the Companys website at the web-link https://www.rattanindiapower.com/wp-content/uploads/2023/38/ Section 178(4) Policy for Selection-and-appointment-of-director-and-KMP-&-their-Remuneration.pdf

In seeking to select individuals for induction as directors on the Board of Directors of the Company, the criteria such as qualifications, positive attributes, independence as set out in the abovementioned policy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the incumbent and their relevance to the Company are other aspects covered by the policy, which are considered.

Remuneration packages for directors, key and senior management personnel, are drawn up in consonance with the tenets as laid down in the Remuneration Policy depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged as also the standards prevailing in the industry the concerned individuals get the best possible remuneration packages permissible under the applicable laws, so that the Company gets to retain the best of quality and talent.

The annual evaluation process of the Board of Directors, individual Directors and various Board Committees was conducted in accordance with the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

In compliance with the Regulation 17(10) of the Listing Regulations, performance of the Independent Directors was evaluated by the entire Board of Directors, based on the inputs received from the Chairman of the Board and all other directors on the Board, independent or non- independent, except the Independent Director concerned, whose performance was being evaluated. The areas covered in such evaluation were:

(a) performance of the concerned Independent Director.

(b) fulfilment by him/ her, of the criteria for independence as laid down in the Listing Regulations and under the Act and the concerned directors independence from the management.

Furthermore, in compliance with the requirements of Regulation 25(4) of the Listing Regulations, the performance of the nonindependent Directors and the Board as a whole including the Chairman of the Company and the Board, was evaluated by the Independent Directors. The areas majorly covered in the evaluation were:

(a) performance of non-independent directors and the Board of Directors as a whole;

(b) performance of the Chairman, taking into account the views of executive directors and non-executive directors;

(c) assessment of the quality, quantity and timeliness of flow of information between the management and the Board of Directors of the Company, necessary for the Board of Directors to effectively and reasonably perform its duties.

In the process of evaluation, views were sought from all directors, executive or non-executive, independent or non- independent and duly taken into account.

Performance of various Board Committees were undertaken by the entire Board.

During the year under review 7 meetings of the Board of Directors of the Company were held. The details as to the dates of such meetings and the attendance of various directors of the Company thereat, have been provided in the Corporate Governance Report.

Additionally a meeting of the Independent directors of the Company was held on April 09, 2024, with the participation of all Independent Directors of the Company.

In compliance with the requirements of the Companies Act, 2013, the Company has in place, a well-defined and well structured, Corporate Social Responsibility Policy (CSR Policy) as drawn up by the Corporate Social Responsibility Committee ("CSR Committee") and approved by the Board.

The CSR Committee of the Company as on March 31, 2025, consisted of three directors namely Mr. Ajay Kumar Tandon and Dr. Virender Singh, both Independent Directors and Mr. Himanshu Mathur, Whole Time Director. Mr. Ajay Kumar Tandon is also the Chairman of the Committee. The Committee has been formed with the objective of implementing and monitoring the CSR Policy of the Company under the control and supervision of the Board of Directors.

The CSR Policy of the Company lays down the various causes to which the Company would be making its CSR contribution, towards effectuation of the policy.

The Company was not statutorily required to make any contributions, towards CSR, during the year under review for the reasons that the average of net profit of the three financial years immediately preceding the financial year 2024-25, is a net loss.

However, the Company has all the intentions of fulfilling this important social responsibility, once the financial conditions permit.

The CSR Policy of the Company has been uploaded on the website of the Company and is available at weblink https:// www.rattanindiapower.com/wp-content/uploads/2023/38/Corporate-Social-Responsibilitv-Policv RPL.pdf. However the salient features of the Policy can be summed as contributions of the Company towards the CSR objectives as set out therein, such objectives being in consonance with Schedule VII to the Act, with immediate concentration being on the local area around the operational sites, subsequently followed by a wider spread.

The Annual report on CSR forms a part of this Board Report and is annexed hereto as Annexure-A.

The contracts or arrangements falling within the purview of Section 188 of the Act read with Rules 6A and 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as entered into, with the various Related Parties, were at arms length and in the

ordinary course of business of the Company. Certain transactions, which were repetitive in nature, were approved through omnibus route. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction. However, in compliance with the requirements of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, a statement with regard to the said transactions, in the stipulated form AOC-2, is annexed to this Report as Annexure B.

Furthermore in due compliance with the requirements of the Listing Regulations, including in particular, Regulation 23 and Regulation 30 thereof read with Section 188 of the Act, together with Rules 6A and Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended upto date, a well formulated and meticulously framed policy has been in place in the Company which is followed in letter and spirit. The policy is uploaded on the website of the Company at the weblink: https://www.rattanindiapower.com/wp-content/uploads/2022/38/related-partv-policv.pdf

The Company has in place internal financial controls commensurate with the nature and size of business operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of corporate policies. Internal Auditor carry out Audits as per Audit Calendar. Further, Cost Auditors, the Secretarial Auditors and the Statutory Auditors are also responsible for checks during the course of their respective audits. The Audit Committee reviews Audit Reports submitted by the internal Auditors. Suggestions for improvement are considered and the Audit Committee follows up the implementation of corrective actions. The Committee also meets the Companys statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems in the Company and keeps the Board of Directors informed of its major observations from time to time.

Your Directors are of the view that there are adequate policies and procedures in place in the Company so as to :

(1) ensure the maintenance of records, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Generally Accepted Accounting Principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements

In compliance with Regulation 21(2) of the Listing Regulations, as amended upto date, a Risk Management Committee was constituted by the Board of Directors, consisted of following members as on March 31,2025 (i) Mr. Rajiv Rattan - a Non-Independent Director as the Chairman (ii) Mr. Ajay Kumar Tandon - Independent Director (iii) Mrs. Pritika Poonia - Independent Director and

(iv) Mr. Manish Chitnis - Chief Financial Officer as the other members, to oversee implementation of the Risk Management Policy in force in the Company, and monitor and evaluate risks, basis appropriate methodology, processes and systems.

The Risk Management Policy has been drawn up based on a detailed assessment of the operational risks, risks associated with the thermal power business in India, in general and the business of the Company in particular, which could be in the form of as bottlenecks in the receipt of coal supplies, low power off take and the resultant low plant factors, poor health of power distribution companies etc. also the risks which could emanate from un-anticipated and unprecedented situations and how to deal with the such risks.

The Risk management Policy also covers the risks related to the Company assets and property, the risks which the employees of the Company may get exposed to, the risks arising out of non -compliance if any, with the provisions of and requirements laid down under various applicable statutes, Foreign Exchange related risks, risks which could emanate from business competition, contractual risks etc.

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

The policy has been uploaded on the website of the Company and can be accessed at the web link https:// www.rattanindiapower.com/wp-content/uploads/2022/39/RPL-Risk-Management-Policv.pdf

Company doesnt accept any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

During the period 2024-25, no loan was given or guarantees extended or securities provided nor any investments were made by the Company in any bodies corporate, attracting the provisions of Section 186 of the Companies Act, 2013 and the rules framed thereunder.

Please refer notes to the financial statements, for details of the loans, pursuant to and in terms of the provisions of Schedule V Para C clause (10)(m) of the Listing Regulations, which are in the nature of loans and advances to firms/ companies in which directors are interested. However, during the year, no such loans and advances of such nature were given.

In compliance with the requirements of Section 129(3) of the Companies Act, 2013 read with rules framed thereunder and pursuant to Regulation 33 of the Listing Regulations:

(a) Consolidated financial statements of the Company and its subsidiary for the financial year ended March 31, 2025 were prepared, for being presented to the shareholders for approval along with the standalone financial statements of the Company for the said financial year.

(b) A separate statement containing the salient features of financial statements of the subsidiary in the stipulated form AOC- 1 is also being annexed to the financial statements, as a part of the Annual Report.

Further, pursuant to 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 financial statements in respect of subsidiary, are available on the Companys website at https://www.rattanindiapower.com/rpl/financials/

There are no material changes and commitments affecting the financial position of the Company, occurred between the end of the Financial year 2024-25 and the date of this report.

For Changes in the key financial ratio during the year, please refer to Management Discussion and Analysis Report.

During the Financial Year 2024-25, there was no change in the Issued and Paid-up share capital. The paid up share capital of the Company as on March 31, 2025 and also as on date is 5997,02,58,600/- divided into 537,01,05,860 (Five Hundred Thirty Seven Crore One Lakh Five Thousand Eight Hundred and Sixty) fully paid-up equity shares of face value 10/- each, 37,69,20,000 (Thirty Seven Crore Sixty Nine Lakhs Twenty Thousand) optionally convertible cumulative redeemable preference shares of face value of 10/- each and 25,00,00,000 (Twenty Five Crore) Redeemable Preference Shares of face value of 10/- each.

Your Company believes that a progressive organisation can attain its full potential by developing and maintaining a cordial work culture that promotes happiness at workplace. Our constant endeavors are on sustaining an engaged and skilled workforce that is capable of delivering on the commitments to our stakeholders in order for us to remain future ready structurally, financially and culturally.

Your Company is consciously committed to health and safety of all employees and other stakeholders. Your Company employs a pro-active and pre-emptive approach to occupational health and safety and is committed to actively drive the agenda through the length and breadth of the organisation.

Consequently, 100% of your employees are trained on various aspects of Occupational Health and Safety management system. Your company maintains and continually improves management systems to eliminate hazards, reduce health & safety risks to all our stakeholders.

The Company doesnt have any holding company. The executive directors do not receive any remuneration or commission from the subsidiary company.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website on https://www.rattanindiapower.com/rpl/annual-return-section-92-of-companies-act-2013/

The e-form MGT-7 shall be filed with the MCA within the time limit stipulated under Section 92 of the Act, read with the Rules framed thereunder, post the holding of the 18th Annual General Meeting of the Company.

There is no holding company of the Company. There is only one subsidiary company of the Company, i.e. Poena Power Development Limited. The Company does not have any associate within the meaning of the Act, nor is it in a joint venture with any other entity.

The Companys Policy on material subsidiaries may be accessed on the Companys website at the web-link: https:// www.rattanindiapower.com/wp-content/uploads/2022/Q8/Policv-on-Material-Subsidiaries.pdf

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as an Annexure- C, to this Report.

Particulars of employee remuneration, as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this Annual Report. In terms of the provisions of the first proviso to Section 136 (1) of the Companies Act, 2013, the Annual Report is being sent to Members, excluding the aforementioned information. Any Member interested in obtaining a copy of such statement may write to the Company Secretary of the Company at ir rpl@rattanindia.com

None of the Whole time Directors of the Company received any remuneration or commission from its subsidiary required to be disclosed in terms of Section 197(14) of the Companies Act, 2013.

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour.

The Whistle Blower Policy is available on the website of the Company https://www.rattanindiapower.com/wp-content/uploads/ 2022/Q8/VIGIL-MECHANISM-WHISTLE-BLOWER-PQLICY-1.pdf

The Regulation 34(2)(f) of the Listing Regulations mandate the inclusion of the Business Responsibility & Sustainability Report (BRSR), covering disclosures on the companys performance on environment, Social and Governance parameters for the financial year 2024-25. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by MCA. In compliance with the said regulation, we have BRSR disclosures into our Annual Report as an Annexure-D

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to developments/happenings in respect of such matters, during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme including the stock option schemes in force in the Company.

3. Passing of Material orders by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

The Company did not have any employee stock option scheme in force as on March 31, 2025. The position remains unchanged as on date.

The Managements Discussion and Analysis Report, as required in terms of the provisions of Regulation 34(2)(e) of the Listing Regulations, is presented in a separate section forming part of the Annual Report.

Pursuant to the applicable regulation of SEBI (LODR) Regulations, 2015 read with Schedule V thereto, a detailed report on Corporate Governance is included in the Annual Report.

A Practicing Company Secretarys Certificate certifying the Companys compliance with the requirements of Listing regulations as set out in the Listing Regulations, is attached to the Report.

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Registration no.: 001076N/N500013), Statutory Auditors of the Company, who were reappointed as the Statutory Auditors of the Company for a second term of five financial years from FY 2021-22 to FY 2025-26, in the 14^th Annual General Meeting of the Company held on September 21, 2021, continued to hold the said office for the financial year 2024-25 and furnished their report dated May 07, 2025 on the audited financial statements of the Company (Standalone and Consolidated), for the Financial year 2024-25 ( The Auditors Report).

The Auditors Report on the audited Consolidated Financial Statements of the Company for the financial year 2024-25, contain certain observations/ qualifications:

In response to the above qualification, it has been explained by the Management that in the absence of confirmations / statements from lenders, STPL had provided for interest (including penal interest) based on the interest rate specified in the respective agreement/ sanction letter or latest communication available from the respective lenders and interest had been computed on the balance of loans as per STPLs records. No adjustment was required in respect of such borrowings and other related liabilities as on 31 December 2023 and such borrowings and other related liabilities derecognized in the consolidated financial results for the year ended 31 March 2024, or consequently to the gain recorded during the on the said de-recognition on account of loss of control of the subsidiary company. The text of the response from the Management as appearing in the "Statement on Impact of Audit Qualification" submitted to NSE and BSE, along with Auditors Reports on the Audited Consolidated Financial Statement, for the financial year 2024-25, may also be referred to.

Further no separate explanation from the Management is required.

The Statutory Auditors have not reported any frauds, in terms of Section 143(12) of the Act.

The Audit Committee as on March 31, 2025 comprised of four members namely, Dr. Virender Singh, an Independent Director, who is also the Chairperson of the Committee, Mrs. Pritika Poonia, and Mr. Ajay Kumar Tandon, Independent Directors and Mr. Rajiv Rattan, a non-independent director, as the other members of the Committee. All the recommendations made by the Audit Committee, as to various matters, during the year under review, were accepted by the Board. A detailed description of the Audit Committee and its scope of responsibility and powers and the number of Audit Committee meetings held during the year under review, is set out in the Corporate Governance Report, which forms a part of the Annual Report.

The Company is required to maintain cost accounts and records as stipulated in terms of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records And Audit) Rules, 2014. Accordingly, the stipulated cost accounts and records are being maintained by the Company. The Board has appointed M/s Gurvinder Chopra & Co., Cost Accountants, Firm Reg. No. 100260, as the cost auditors for conducting the audit of cost records of the Company for the financial year 2025-26.

A proposal for ratification of remuneration of the Cost Auditors for the financial year 2024-25 will be placed before the Members of the Company in the ensuing AGM.

The Board had appointed M/s. S. Khandelwal & Co, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2024-25, in compliance with the provisions of Section 204 of the Companies Act, 2013 to conduct Secretarial Audit of the FY 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed to this Report. The Secretarial Audit Report does not contain any reservation, qualification or adverse remark.

Pursuant to Regulation 24(A) of Listing Regulations, the Company has obtained annual secretarial compliance report from M/s. S. Khandelwal & Co, Practicing Company Secretaries. The Secretarial Compliance Report also does not contain any qualification, reservation, adverse remark or any disclaimer.

In compliance with the Regulation 24A of SEBI (LODR) Regulations, 2015 and Section 204 of Companies Act, 2013, the Board of Directors, on the recommendations of the Audit Committee, at their meeting held on September 01, 2025, approved the appointment of M/s. Sanjay Khandelwal & Co., Practicing Company Secretaries as Secretarial Auditor of the Company to hold office from Financial Year 2025-26 till 2029-30, subject to approval of the members in the ensuing AGM.

M/s S. Khandelwal & Co, Practicing Company Secretaries have provided their consent to be appointed as Secretarial Auditors of the Company for a term of five (5) consecutive Financial Years (FY) commencing from FY 2025-26 to FY 2029-30 and also confirmed that they are not disqualified to be appointed as Secretarial Auditors of the Company. They have also confirmed that they have subjected themselves to the peer review process of the Institute of Company Secretaries of India (ICSI) and hold a valid certificate issued by the Peer Review Board of the ICSI.

The appropriate resolution seeking approval of the Members of the Company for the appointment of M/s S. Khandelwal & Co, Practicing Company Secretaries as Secretarial Auditors of the Company is being placed in the Notice of 18th Annual General Meeting.

The Company has proper system in place to ensure compliance with the provisions of all Secretarial Standards issued by the Institute of Company Secretaries of India and that system is adequate and operating effectively.

Pursuant to Section 134(3)(C) and 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability, state/confirm in respect of the Audited Annual Accounts for the year ended 31st March, 2025, that:

1. in preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards had been followed and there were no material departures from the same;

2. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and the profits/loss of the Company for the year ended on that date;

3. the Directors had taken proper and sufficient care for 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;

4. the Directors had prepared the Annual Accounts of the Company on a going concern basis;

5. the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and were operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and the reviews from management and audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2024-2025.

Pursuant to the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, your Company has constituted an Internal Complaints Committee to consider and resolve all sexual harassment complaints. Your Company has framed a policy on Sexual Harassment of Women to ensure a free and fair enquiry process on complaints received from the women employee about Sexual Harassment, also ensuring complete anonymity and confidentiality of information.

During the year under review,

During the year under review, the Company is compliant with the provisions relating to the Maternity Benefits Act, 1961, as applicable.

The shares of the Company continue to remain listed with BSE Limited and National Stock Exchange Limited. The Annual Listing fee payable to the said stock exchanges for the financial year 2025-2026, has been duly paid.

The Company has been pioneer for propagating energy conservation and operational efficiency with the objective of providing substantial benefit to customers in the form of reduced emissions, pollutants and deliver cost effective and environment friendly energy solutions.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to Section 134(3) (m) of the Companies Act,2013 and Rule 8(3) of Companies (Accounts) Rules, 2014, is Annexed to this Report.

No one-time settlements in respect of any borrowings, were made by the Company, with the lenders, during the Financial year 2024-25 nor is the Company involved in any such one-time settlement as on the date of this report.

During the year under review, REC Limited, one of the holders of 0.001% Redeemable Preference shares (RPS) filed an application under Section 7 of the Insolvency and Bankruptcy Code, 2016 , before the National Company Law Tribunal, New Delhi bench, claiming payment of redemption proceeds on the RPS together with dividends and interest.

The Company is of the view that the application is not maintainable under the applicable laws and has filed its reply in response to the said application. As on the date of this Report, hearing is concluded and order is reserved.

This year too, Annual Report and the notice of the 18^th Annual General meeting of the Company are being sent to all members electronically, at their registered e-mail ids as made available to the Company or its Registrar and Transfer Agent, KFin Technologies Limited.

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions sent forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice.

Furthermore, in compliance with the conditions and the related procedure laid down in the MCA Circulars, the meeting and the voting thereat shall take place in the manner so laid down

Your directors take the opportunity to express their sincere gratitude to the Investors and to bankers of the Company, the governmental authorities, the employees of the Company and other persons and entities associated with the Company, for their continued assistance and support which has enabled the Company to turn into a major power supplying entity in the private

sector.

For RattanIndia Power Limited

Date: September 01, 2025 Place: London

Sd/- Rajiv Rattan

Chairman DIN:00010849