Year End :2024-03

Your Directors present to you the Seventeenth Annual Report and the Audited Statement of Accounts of the Company, for year ended March 31, 2024.

FINANCIAL RESULTS (' In lakhs)

	Standalone		Consolidated
Particulars	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Income Revenue from operations	336,399.55	323,116.35	336,399.55	323,116.35
Other income	37,010.67	34,997.08	34,077.88	32,819.84
	373,410.22	358,113.43	370,477.43	355,936.19
Expenses Cost of fuel, power and water consumed	246,350.08	223,030.25	247,294.13	223,904.93
Employee benefits expense	6,012.81	5,560.10	6,042.17	5,589.18
Finance costs	56,754.95	53,336.87	236,337.05	251,123.18
Depreciation and amortisation expense	23,733.88	22,207.11	38,193.62	40,437.48
Other expenses	20,871.17	18,677.47	18,480.63	19,830.24
	353,722.89	322,811.80	546,347.60	540,885.01
Profit/ (loss) before exceptional items and tax	19,687.33	35,301.63	(175,870.17)	(184,948.82)
Exceptional items	(124,514.40)	-	1,063,508.15	-
(Loss)/ Profit before tax Tax expense:	(104,827.07)	35,301.63	887,637.98	(184,948.82)
Current tax expense	-	-	-	-
Deferred tax (credit)/expense	(2,036.54)	2,036.54	(2,036.54)	2,036.54
Total tax expenses	(2,036.54)	2,036.54	(2,036.54)	2,036.54
(Loss)/ Profit for the year Other comprehensive income	(102,790.53)	33,265.09	889,674.52	(186,985.36)
(i) Items that will not be reclassified to profit or loss	7.51	(121.42)	7.24	(116.25)
Income tax relating to items that will not be reclassified to profit or loss	-	-	-	-
(ii) Items that will be reclassified to profit or loss	-	-	(1.64)	(11.34)
Income tax relating to items that will be reclassified to profit or loss	-	-	-	-
Other comprehensive income for the year	7.51	(121.42)	5.60	(127.59)
Total comprehensive (loss)/income for the year	(102,783.02)	33,143.67	889,680.12	(187,112.95)
Profit/ (loss) for the year attributable to: Equity holders of the Company			889,674.52	(186,985.36)
Non-controlling interest			-	-
			889,674.52	(186,985.36)
Other comprehensive income for the year attributable to Equity holders of the Company			5.60	(127.59)
Non-controlling interest			-	-
			5.60	(127.59)
Total comprehensive profit/ (loss) for the year attributable to: Equity holders of the Company			889,680.12	(187,112.95)
Non-controlling interest			-	-
			889,680.12	(187,112.95)
Paid-up equity share capital (Face Value of ' 10 per Equity Share)	537,010.59	537,010.59	537,010.59	537,010.59
Other equity as per statement of assets and liabilities Earnings per equity share (face value of ' 10 each)	(78,988.85)	23,794.17	(100,623.36)	(990,303.48)
Basic (?)	(1.91)	0.62	16.57	(3.48)
Diluted (?)	(1.91)	0.62	16.57	(3.48)

TRANSFER TO RESERVE

Due to non- availability of profits for any appropriation, no amount has been transferred to Reserves for the financial year 202324.

DIVIDEND

No dividend has been recommended for the financial year 2023-2024. The "Dividend Distribution Policy" formulated in terms of and pursuant to the Regulation 43A of the Listing Regulations, forms a part of the Annual Report and is available on the website of the Company at chrome-extension://efaidnbmnnnibpcaipcglclefindmkai/https://www.rattanindiapower.com/wp-content/ uploads/2022/3£/dividend-distribution-policv.pdf

COMPANY PERFORMANCE

The Company continued to demonstrate strong financial performance on a standalone basis for the financial year ended March 31, 2024 and posted a total income of INR 3,734 Crore and EBITDA of INR 1,002 Crore. On a consolidated basis the Company has posted a post tax profit (after exceptional item), of INR 8,897 Crore.

The Amravati Plant has been reporting a steady financial performance since its commissioning in the year 2015 and has in fact been a significant turnaround story since the debt restructuring of the Company in the year 2019.

In financial year 2023-24, Amravati plant of the Company achieved record milestone of highest ever PLF of 82.29%, receipt and uploading of highest ever coal rakes (1,645 nos. i.e. daily average of 4.5 rakes), highest ever collection of INR 4,011 Crore and highest ever total income of INR 3,734 Crore, since its commissioning in March 2015.

The table set out below, gives a bird's eye view of the financial performance of the plant, since its commissioning:

Year	Total Revenue (' Crore)	EBITDA (' Crore)
|fY 2016	2,640	1,281#
FY 2017	1,504	1,116#
FY 2018	2,239	1,100#
FY 2019	2,089	1,105#
FY 2020*	1,994	3,480
FY 2021	2,176	988
FY 2022	3,613	1,161
FY 2023	3,581	1,108
FY 2024	3,734	1,002

# computed as per IGAAP.

* includes impact of OTS

The Company has, after obtaining the requisite approvals, also initiated the sale of surplus power of 28MW in the open market through Indian Electricity Exchange, from January 15, 2024 onwards.

Another highly laudable aspect of the performance of the Company has been the continued timely servicing of its external debt obligations, having paid off INR 4,060 Crore (principal and interest) since January 2020. As on March 31, 2024, the principal outstanding of the said external debt stands at ' 522 cores.

There was no change in the nature of business and Company concentrated on its own business and its growth.

BUSINESS REVIEW

Please refer to "Business "Review" Section of the "Management Discussion and Analysis", which forms a part of the Annual Report.

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS

As on March 31, 2024, the Company had eight Directors including one Independent woman director. In terms of the provisions of Section 152 of the Companies Act, 2013 read with the rules framed thereunder and the Articles of Association of the Company, Mr. Baliram Ratna Jadhav (DIN: 10295412), would be retiring as a director by rotation and being eligible for re-appointment, has offered himself for the same.

A. Changes in Directors (Including Directors who are the Key Managerial Personnel), during the Financial Year 2023-24, or thereafter

During the year under review:

(i) Mrs. Namita (DIN: 08058824) ceased to be a director of the Company, on April 14, 2023.

(ii) Mr. Ajay Kumar Tandon (DIN: 07965751), was appointed an Additional and Independent Director on the Board of the Company, on September 02, 2023.

(iii) Mr. Baliram Ratna Jadhav (DIN: 10295412) and Mr. Himanshu Mathur (DIN: 03077198) were appointed Whole Time Directors of the Company on September 02, 2023 and September 05, 2023, respectively.

It would be pertinent to mention here that, Mr. Sanjiv Chhikara, Mr. Sharad Behal and Mr. Jeevagan Narayana Swami Nadar Independent Directors, would be completing their second tenure as such on September 25, 2024 and hence cease to be the Directors of the Company from such date.

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 Company's 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 Board report.

Dr. Virender Singh was appointed as an Additional Director and Independent Director on September 03, 2024, for a period of five years commencing from the said date, subject to the approval from the shareholders of the Company. Pursuant to Section 161 of the Companies Act, 2013 read with Regulation 17(1C) of SEBI Listing Regulations, Dr. Virender Singh shall hold office upto the date of ensuing Annual General Meeting of the Company, whereat approval shall be sought to his appointment as a regular director, which shall mean continuance of his term as an Independent Director of the Company, for a period of five years from September 03, 2024, the date of his appointment by the Board as such.

The Board is of the opinion that Dr. Virender Singh is a person of high integrity, with a rich and diverse experience in various areas, 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.

B. Changes in The Key Managerial Personnel (other than Directors)

While no changes occurred in the non- directorial Key Managerial Personnel of the Company, during the year under review, post the closure of the financial year 2023-24, the following changes took place on and from April 9, 2024:

(a) Mr. Lalit Narayan Mathpati resigned from his office as the Secretary of the Company and was replaced Mr. Gaurav Toshkhani.

(a) Mr. Ankur Mitra ceased to be the Chief Financial Officer of the Company and was replaced by Mr. Manish Chitnis. DECLARATIONS FROM INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 , read with Regulation 16 of the SEBI ( Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Sanjiv Chhikara, Mr. Sharad Behal, Mr. Jeevagan Narayana Swami Nadar, Mrs. Pritika Poonia, Mr. Ajay Kumar Tandon and Dr. Virender Singh are the Independent Directors of the Company as on the date of 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended upto date (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 (d) they have complied with the Code for Independent Directors, prescribed in Schedule IV to the Companies Act, 2013, which forms a part of the Company's Code of Conduct for Directors and Senior Management Personnel, to which as well, they have affirmed their compliance.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company's Policy on the appointment of Directors and Key and Senior Managerial Personnel and their Remuneration policy can be accessed on the Company's website at the web-link https://www.rattanindiapower.com/rpl/appointment-of-director-and-kmp/

https://www.rattanindiapower.com/wp-content/ploads/2022/06/15-POLICY-FOR-SELECTION-AND-APPOINTMENT-OF-DIRECTORS-

AND-KEY-MANAGEMENT-PERSONNEL-AND-THEIR-REMUNERATION-1.pdf

ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The annual evaluation process of the Board of Directors, individual Directors and various Board Committees was conducted in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations.

In compliance with the requirements of 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 director's independence from the management

Furthermore, in compliance with the requirements of Regulation 25(4) of the Listing Regulations, the performance of, the Board as a whole, the non- independent Directors and 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 evaluation of various Board Committees was undertaken by the entire Board.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review 8 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, which forms a part of the Annual Report.

Additionally, a meeting of the Independent directors of the Company was held on May 4, 2023, with the participation of all Independent Directors of the Company as on such date, at the meeting.

CORPORATE SOCIAL RESPONSIBILITY

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, 2024, consisted of three directors namely Mr. Ajay Kumar Tandon and Mr. Sanjiv Chhikara both Independent Directors, and Mr. Himanshu Mathur, Whole Time Director. Mr. Ajay 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 contributions, 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 three financial years immediately preceding the financial year 2023-24, 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 the link: https:// www.rattanindiapower.com/rpl/csr-policy/. However the salient features of the Policy can be summed up as contributions of the Company towards the CSR objectives as set out therein, such objectives being in consonance with Schedule VII to the Companies Act, 2013 with immediate concentration being on the local area around the sites of operations, 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.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The contracts or arrangements falling within the purview of Section 188 of the Companies Act, 2013 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 an arm's length and in the ordinary course of business of the Company. 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 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

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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 with the corporate policies. The Internal Auditor along with external firms of Chartered Accountants carry out Audits as per the 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 Company's 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, that in reasonable detail, 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 Company's assets that could have a material effect on the financial statements.

RISK MANAGEMENT

In compliance with Regulation 21(2) of the Listing Regulations, as amended upto date, a Risk Management Committee as constituted by the Board of Directors, consisted of following members as on March 31,2024 (i) Mr. Rajiv Rattan - a Non-Independent Director as the Chairman (ii) Mr. Ajay Kumar Tandon, Independent Director (iii) Mrs. Pritika Poonia - an Independent Director and (iv) Mr. Ankur Mitra - 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. Post closure of the financial year, Risk Management Committee was reconstituted on April 09, 2024 and Mr. Manish Chitnis was appointed as a new member in place of Mr. Ankur Mitra, who ceased to be a the member from the said date.

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 such form as, bottlenecks in the receipt of coal supplies, low power offtake and the resultant low plant factors, poor health of power distribution companies etc. and also the risks which could emanate from un-anticipated and unprecedented situations, and how to deal with 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/rpl/reg-21_risk-management-policy/

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with rules framed thereunder.

PARTICULAS OF LOANS/GUARANTEES & SECURITIES /INVESTMENTS MADE BY THE COMPANY IN TERMS OF SECTION 186 OF THE COMPANIES ACT, 2013

During the financial year 2023-24, no loan was given, guarantees extended or securities provided nor were any investments made by the Company, in any bodies corporate, attracting the provisions of Section 186 of the Companies Act, 2013 and the rules framed thereunder.

CONSOLIDATED FINANCIAL STATEMENTS

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 subsidiaries for the financial year ended March 31, 2024, 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 subsidiaries 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 subsidiaries, are available on the Company's website at https://www.rattanindiapower.com/rpl/audited-financial-statements-of-subsidiaries/

MATERIAL CHANGES AND FINANCIAL COMMITMENT

No material changes and commitments affecting the financial position of the Company, occurred between the end of the Financial year 2023-24. and the date of this report

SHARE CAPITAL

During the Financial Year 2023-24, there was no change in the Issued, subscribed and paid-up share capital. The paid up share capital of the Company as on March 31, 2024 and also as on date is INR 5997,02,58,600/- (Rupees Five Thousand Nine Hundred and Ninety Seven crore Two Lakh Fifty Eight Thousand Six Hundred) 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 Rs. 10/- each, 37,69,20,000 (Thirty Seven Crore Sixty Nine Lakhs Twenty Thousand) Optionally Convertible Cumulative Redeemable Preference Shares of face value of Rs. 10/- each and 25,00,00,000 (Twenty Five Crore) Cumulative Non Convertible Redeemable Preference Shares of face value of Rs. 10/- each.

HUMAN RESOURCES

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 endeavours 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.

EMPLOYEE HEALTH & SAFETY

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.

DISCLOSURE PURSUANT TO SECTION 197(14) OF THE COMPANIES ACT, 2013

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

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return as on March 31, 2024, is available on the Company's website on https://www.rattanindiapower.com/rpl/annual-report/

The e-form MGT-7 shall be filed with the MCA within the time limit stipulated under Section 92 of the Companies Act, 2013, read with the Rules framed thereunder, post the holding of the 17th Annual General Meeting of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Of the five subsidiaries, the Company had at the beginning of the financial year 2023-24:

(a) Three overseas subsidiaries namely Bracond Limited ("Bracond"), a wholly owned subsidiary set up in Cyprus and two step down subsidiaries namely Genoformus Limited and Renemark Limited (the wholly owned subsidiaries of Bracond) also set up in Cyprus, stood dissolved with effect from March 27, 2024.

(b) Sinnar Thermal Power Limited ("STPL") a wholly owned Indian subsidiary of the Company has been under the management and control of the Interim Resolution Professional, with effect from January 19, 2024, pursuant to the National Company Law Board Tribunal, New Delhi bench having on the application of an operational creditor, earlier admitted insolvency proceedings against STPL, which became effective on the said date.

Therefore while the Company is pursuing its legal remedies in this matter, STPL has ceased to be a subsidiary thereof, with effect from January 19, 2024.

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 Company's Policy on material subsidiaries may be accessed on the Company's website at the web-link: https:// www.rattanindiapower.com/wp-content/uploads/2022/3S/Policy-on-Material-Subsidiaries.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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 Annexure-C, to this Report.

Particulars of employee remuneration as stipulated for disclosure under Rule 5(2) and 5(3) of The Companies ( Appointment and Remuneration of Managerial Personnel Rules, 2014 , from a part of this report and can be accessed at the on the website of the Company :www.rattanindiapower.com

VIGIL MECHANISM

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 i.e. www.rattanindiapower.com at the link www.rattanindiapower.com/wp-content/uploads/2022/)Si/VIGIL-MECHANISM-WHISTLE-BLOWER-POLICY-1.pdf

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

The Regulation 34(2)(f) of the Listing Regulations mandate the inclusion of the Business Responsibility & Sustainability Report (BRSR), covering disclosures on the Company's performance on environment, Social and Governance parameters for the financial year 2023-24. 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, The BRSR forms a part if this Report as Annexure-D hereto.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to or 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 are stock option schemes.

3. Passing of Material orders by the Regulators or Courts or Tribunals, which impact the Company's going concern status and its operations in future.

EMPLOYEE STOCK OPTIONS

The Company did not have any employee stock option scheme in force as on March 31, 2024. The position remains unchanged as on date.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management's 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.

CORPORATE GOVERNANCE 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 as. A Practicing Company Secretary's Certificate certifying the Company's compliance with the requirements as set out in the Listing Regulations, is attached to the Report.

STATUTORY AUDITORS & AUDITORS' 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, 2022, continued to hold the said office for the financial year 2023-24 and furnished their report dated May 22, 2024 on the audited financial statements of the Company (Standalone and Consolidated), for the Financial year 2023-24 (Auditor's Report).

The Auditors Report on the audited Consolidated Financial Statements of the Company for the financial year 2023-24, contains certain observations/ qualifications.

The Auditors have in their Report on the Consolidated Financial Statements of the Company for the financial year 2023-24, commented on the derecognition of the assets and liabilities of Sinnar Thermal Power Limited ( STPL) an erstwhile wholly owned subsidiary of the Company, on account of reinitiation of Corporate Insolvency process against with effect from January 19, 2024, under the Insolvency and Bankruptcy Code 2016 (IBC), consequent to which STPL ceased to be a subsidiary of the Company with effect from the said date, resulting in a net gain of ' 10,658.88 crores, consequent to accounting for loss in control, which has been presented as an 'exceptional item' in the Consolidated financial statements of the Company

In their Report the Auditors have stated that the liabilities so derecognized included the following:

(a) the balances amounting to INR 6652.38 crores as on December 31, 2023, in respect whereof of balance confirmations had not been received from the lenders of STPL

(b) in case of certain lenders, the outstanding balance of borrowings and accrued interest, confirmed by the lenders as compared to the outstanding balance as per books as at 31 December 2023 was higher by INR 379.99 crores and INR 396.22 crores respectively.

In this regard the Auditors have opined that in the absence of or difference in balance confirmations as aforementioned, they were unable to comment on the adjustments, if any, that could further be required to be made to the aforesaid liabilities relating to STPL as on 31 December 2023 and such balances de-recognized as at 18 January 2024, in the Consolidated Financial Statements and the consequential impact, if any, the same would have on the 'Gain on loss of control' of the subsidiary recorded during the financial year 2023-24.

The text of the "Qualified Opinion" on the Consolidated Financial Statement of the Company for the Financial Year 2023-24, is reproduced below:

"As stated in Note 5 to the accompanying Statement, pursuant to the re-initiation of Corporate Insolvency Resolution Process ('CIRP') against Sinnar Thermal Power Limited (STPL), an erstwhile wholly owned subsidiary of the Holding Company, under the Insolvency and Bankruptcy Code, 2016 (IBC), STPL has ceased to be a subsidiary of the Company with effect from 19 January 2024.

Consequently, the assets and liabilities of STPL have been de-recognized at their respective carrying values as at 18 January 2024 in accordance with the requirements of Ind AS 110 - Consolidated Financial Statements and the said accounting for loss of control has resulted in a net gain of ? 10,658.88 crores, that has been presented as an'exceptional item' in the accompanying Consolidated Statement.

As further described in the said note, STPL's other current financial liabilities as at 18 January 2024 de-recognized as above, included balances amounting to INR 6652.38 crores, in respect of which confirmation from the respective lenders were not received for balances as at 31 December 2023, while in case of certain lenders, the balance of borrowings and accrued interest confirmed by the lenders as compared to balance as per books as at 31 December 2023, was higher by ?379.99 crores and ' 396.22 crores respectively.

In view of above matters, we are unable to comment on the adjustments, if any, that may further be required to be made to the aforesaid liabilities relating to STPL, as on 31 December 2023 and such balances de-recognised as at 18 January 2024 in the accompanying Statement for the year ended 31 March 2024, with a consequential impact thereof on the 'Gain on loss of control' of the subsidiary recorded during the year as mentioned above

Our audit report for the year ended 31 March 2023 and review report for the quarter and period ended 31 December 2023 were also qualified with respect to balance confirmations from lenders."

Response to the Qualification

In response to the above qualification it has been explained by the Management that with regard to the balances as aforementioned, as on December 31, 2023, for which (a) either no confirmations had been received from the lenders of STPL or (b) the balances as confirmed by the lenders with regard to the current borrowings and interest thereon, were higher than the balances as appearing in the books of STPL, it had provided for interest ( including the penal interest), based on the interest rate as specified in the respective loan agreements with / sanction letters issued by, or latest communication available from the lenders, such interest having been computed on the outstanding balances of the loans appearing in the books and records of STPL

The text of the response from the management as appearing in the "Statement on Impact of Audit Qualifications" submitted to NSE and BSE, along with the Auditors Reports on the Standalone and Consolidated Financial Statements, for the financial year 2023-24, is reproduced hereunder:

"In respect of Other current financial liabilities (accrued interest') balance aggregating to INR 6652.38 crore, direct confirmations had not been received while in case of certain lenders, the balance of Current borrowings and accrued interest confirmed was higher by ?379.99 crore and ?396.22 crore respectively when compared with book balances as at 31 December 2023. 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 STPL's records. As per the Group management, no adjustment is required in respect of such borrowings and other related liabilities, derecognized in these consolidated financial statements, or consequently to the gain recorded during the year on the said de-recognition on account of loss of control of the subsidiary company"

Furthermore, the Auditors have in their Reports on the Standalone as well as the Consolidated Financial Statements of the Company, for the Financial year 2023-24 stated by way of an "Emphasis of Matter" to the effect that one of the holders of Redeemable Preference shares (RPS) in the Company, had filed applications against the Company and its wholly owned subsidiary , Poena Power Development Limited, under Section 7 of the Insolvency and Bankruptcy Code, 2016, in respect of the redemption amount payable on the RPS held by it, together with accrued dividends and interest thereon.

The Management is of the view that applications so filed by the concerned RPS holder were not maintainable under the applicable laws and hence no material impact from the same was expected on the standalone or consolidated financials of the Company and /or on the operations and functioning of the Company or the Group. The Auditors have taken cognizance of the Management view in their Reports and also stated that no qualification in this regard, was being made in the Reports

The text of the Matter of Emphasis, as appearing in the Auditor's Report and the views of the Management with regard to the same, are set out below:

(i) Standalone Financial Statements

We draw attention to note 6 of the accompanying Statement, which describes that one of the RPS holders, holding 0.001% Redeemable Preference Shares (RPS) of?28.72 crores in the Company, has filed an application against the Company and its

subsidiary company which is not yet admitted, under Section 7 of Insolvency and Bankruptcy Code, 2016 ('IBC Code') demanding the redemption of the principal amount along with interest and dividend. The management is of the view that the aforesaid application filed under Section 7 of IBC Code is not maintainable under applicable laws and no material impact is expected on the accompanying Standalone financial statements and/or on the operations and functioning of the Company. Our opinion is not modified in respect of this matter.

(ii) Consolidated Financial Statements

We draw attention to note 9 of the accompanying Statement, which describes that one of the RPS holders, holding 0.001% Redeemable Preference Shares (RPS) of f28.72 crores in the Holding Company, has filed an application against the Holding Company and its subsidiary company which is not yet admitted, under Section 7 of Insolvency and Bankruptcy Code, 2016 ('IBC Code') demanding the redemption of the principal amount along with interest and dividend. The management is of the view that the aforesaid application filed under Section 7 of IBC Code is not maintainable under applicable laws and no material impact is expected on the accompanying Consolidated financial results and/or on the operations and functioning of the Group. Our opinion is not modified in respect of this matter.

With regard to STPL, the Auditor's Report on the Standalone Financial Statements of the Company for the financial year 2023-24 also contains the following by way of an "Emphasis of Matter"

"Emphasis of Matter- Recognition of exceptional Item

We draw attention to note 4 of the accompanying standalone Statement which describes that pursuant to the re-initiation of Corporate Insolvency Resolution Process ('CIRP') against Sinnar Thermal Power Limited ('STPL) under the Insolvency and Bankruptcy Code, 2016 ('IBC'), STPL has ceased to be a subsidiary of the Company with effect from 19 January 2024. In view of uncertainties associated with the outcome of CIRP proceedings, the Company has recorded full impairment of the carrying balance of its investment in and write off of loans extended to STPL amounting to Rs. 1,211.82 crores and Rs. 33.32 crores, respectively and has presented such impairment / write off expenses aggregating to Rs. 1,245.14 crore as 'exceptional item' in the Standalone financial results.

Our opinion is not modified in respect of this matter."

No separate explanation from the Management is required with regard to the same.

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

AUDIT COMMITTEE

The Audit Committee as on March 31, 2024 comprised of five members namely, Mr. Jeevagan Narayana Swami Nadar an Independent Director, who is also the Chairperson of the Committee, Ms. Pritika Poonia, Mr. Sanjiv Chhikara and Mr. Ajay Kumar Tandon, Independent Directors and Mr. Rajiv Rattan, a non-independent director, as the other members of the Committee. All 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, its scope of responsibility and powers, the number of Audit Committee meetings held during the year and the attendance of members of the Audit Committee thereof, under review, is set out in the Corporate Governance Report, which forms a part of the Annual Report.

COST AUDITORS

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 had appointed M/s Nisha Vats & Co. Cost Accountants as the cost auditors for conducting the audit of cost records of the Company for the financial year 2023-24. Upon conclusion of the Cost Audit, remuneration was paid to the cost auditor's.

A proposal for ratification of remuneration of the Cost Auditors for the financial year 2023-24 shall be put to the Members, in the ensuing Annual General Meeting.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

In compliance with the requirements of Section 204 of the Companies Act, 2013 read with the rules framed thereunder, the Board had appointed M/s. S. Khandelwal & Co, Practicing Company Secretaries, as Secretarial Auditors, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024, as received from thereon, is annexed as 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 also obtained the annual secretarial compliance report from M/s. S. Khandelwal & Co, Practicing Company Secretaries. The Secretarial Compliance Report also did not contain any qualification, reservation, adverse remark or any disclaimer.

COMPLIANCE WITH SECRETARIAL STANDARDS

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 the system is adequate and operating effectively.

DIRECTORS' RESPONSIBILITY STATEMENT

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 that:

1. in the preparation of the annual accounts for the year ended March 31, 2024, 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, 2024 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 Company's internal financial controls were adequate and effective during FY 2023-2024.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

In compliance with the requirements 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 employees, about Sexual Harassment, also ensuring complete anonymity and confidentiality of information. During the year under review, there were no complaints received and /or cases filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

LISTING WITH STOCK EXCHANGES

The shares of the Company continue to remain listed on BSE Limited and National Stock Exchange Limited. The Annual Listing fee payable to the said stock exchanges for the financial year 2024-2025, has been duly paid.

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

The Company has been a 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, are provided, forms a part to this Report.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS/FIS ALONG WITH REASONS THEREOF.

No one-time settlements in respect of any borrowings, were made by the Company, with its lenders, during the financial year 2023-24, nor is the Company involved in any such one-time settlement as on the date of this report.

DETAILS OF ANY APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016, DURING THE FINANCIAL YEAR UNDER REVIEW AND THE STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, REC Limited, one of the holders of 0.001% Redeemable Preference shares (RPS), issued by the Company, 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 aforementioned application filed by the said RPS holder. As on the date of this Report, the matter is sub judice.

GREEN INITIATIVES

This year too, Annual Report and the notice of the 17^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

ACKNOWLEDGEMENT

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 thereby being able to earn substantial operational revenues and start making profits.

For RattanIndia Power Limited

Sd/-

Rajiv Rattan

Date: September 03, 2024 Chairman

Place: New Delhi DIN: 00010849