Your Directors are pleased to present the 27th Annual Report along with the Audited Financial Statements of your Company for the financial year ended 31st March, 2023 (FY 2022-23).

Financial Performance

The Audited Financial Statements of your Company as on 31st March, 2023, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations”) and the provisions of

the Companies Act, 2013 ("Act"),

The summarized financial highlight is depicted below:

(Figures below H 50,000 are denominated as *)

1, There are no material changes and commitments affecting the financial position of your Company, which have occurred between the end of the financial year and the date of this report,

2. Further, there has been no change in nature of business of your Company.

Performance Highlights

Consolidated:

The key aspects of your Company's consolidated performance during the FY 2022-23 are as follows:

a) Revenue

The consolidated total revenue of your Company

for FY 2022-23 stood at H 43,040.52 crore as against H 31,686.47 crore for FY 2021-22 showing an increase of 35.83%. The consolidated revenue for FY 2022-23 comprised revenue from operations of H 38,773.30 crore and other income of H 4,267.22 crore as compared to H 27,711.18 crore and H 3,975.29 crore respectively for FY 2021-22. Revenue from operations for FY 2022-23 registered a growth of 39.92% over the previous year due to revival of the Mundra plant's 1,234 MW Bid-2 Power Purchase Agreement ["PPA”] with Gujarat Urja Vikas Nigam Limited ["GUVNL”] in March 2022, recognition of prior period revenue from operations of H 2,580 crore in Tiroda TPP due to favourable regulatory orders in respect of Shortfall in domestic coal, improved tariff realisation due to greater merchant / shortterm demand and higher import coal price, and inclusion of operating results of your Company's wholly owned subsidiary Mahan Energen Limited ["MEL”], which was acquired on 16th March, 2022. Other income for FY 2022-23 registered a growth of 7.34% over the previous year due to higher recognition of prior period other income primarily on account of regulatory orders for carrying costs and collection of late payment surcharges from customers.

Your Company sold 53.39 Billion units of

electricity during FY 2022-23 as against 52.27 Billion units in FY 2021-22 from all the plants with Plant Load Factor (PLF) decreasing from 51.5% in the previous year to 47.9% in FY 2022-23. Capacity under operation increased from 12,450 MW in FY 2021-22 to 13,650 MW in FY 2022-23 following the acquisition of MEL, which owns and operates a 1,200 MW thermal power plant in Singrauli District of Madhya Pradesh.

b) Operating and Administrative Expenses Consolidated Operating and Administrative Expenses during FY 2022-23 were H 28,728.64

crore, which have increased by 60.52% from H 17,897.02 crore in FY 2021-22. The increase

is mainly due to higher fuel cost owing to high prices of import coal, and higher other operating expenses including employee benefits expenses. The percentage of Operating and Administrative

Expenses to Total Revenue has increased to 66.75% in FY 2022-23 from 56.48% in FY 2021-22.

c) Depreciation and Amortization Expenses Consolidated Depreciation and Amortization

Expenses during FY 2022-23 were H 3,303.68 crore, which have increased by 5.97% from H 3,117.54 crore in FY 2021-22 primarily due to the

acquisition of MEL.

d) Finance Costs

Consolidated Finance Costs during FY 2022-23

were H 3,333.50 crore, which have decreased by 18.59% from H 4,094.78 crore in FY 202122, mainly due to reduction in outstanding

loans through prepayment as well as scheduled repayments.

e) Tax

Consolidated Tax (Credit) of H 3,267.37 Crore during FY 2022-23 was mainly due to reversal of deferred tax liability and current tax provision as compared to Tax Expense of H 1,744.80 Crore

during FY 2021-22.

f) Total Comprehensive Income for the year

Consolidated Total Comprehensive Income for FY 2022-23 was higher by 117.15% at H 10,760.38 crore as compared to Total Comprehensive Income of H 4,955.21 crore in FY 2021-22.

The detailed operational performance of your

Company has been comprehensively discussed in the Management Discussion and Analysis Section which

forms part of this Annual Report.

Credit Rating

The Companies financial discipline and prudence

is reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are

disclosed in Corporate Governance Report, which forms part of the Annual Report.

Dividend

The Board of Directors of your Company ("Board”),

after considering the relevant circumstances holistically and keeping in view the Company's Dividend Distribution Policy, has decided that it would be prudent not to recommend any dividend for

the year under review.

During the year under review, the scheme of amalgamation of Raipur Energen Limited ("REL”) and

five other wholly owned subsidiaries of the Company ("APL”) with APL became effective with effect from 7th March, 2023. In consequence, the preference shareholders of REL, holding 4,15,86,207 0.01% compulsorily redeemable preference shares of H 100/-each fully paid-up, have been allotted preference shares by APL. These preference shares bear dividend

at the rate of 0.01% per annum for each financial year. In view of this, the agenda in respect of declaration of the dividend to the said preference shareholders has been moved in the Notice of the 27th Annual General

Meeting of the Company.

Transfer to Reserves

There is no amount proposed to be transferred to the Reserves. The closing balance of the retained earnings of your Company for FY2022-23, after all appropriations and adjustments was H 477.08 crore.

Scheme of Amalgamation

During the year, Scheme of Amalgamation of Six

Wholly Owned Subsidiary Companies of Adani Power Limited ("APL”), viz. (i) Adani Power Maharashtra Limited ("APML”); (ii) Adani Power Rajasthan Limited ("APRL”); (iii) Udupi Power Corporation Limited ("UPCL”); (iv) Raipur Energen Limited ("REL”); (v) Raigarh Energy Generation Limited ("REGL”); and (vi) Adani Power (Mundra) Limited ("APMuL”) with APL was sanctioned by the Hon'ble National Company Law Tribunal's Bench at Ahmedabad on February 8, 2023 (the "Scheme”).

All the conditions stated under the Scheme for making it effective have been satisfied, and hence the Scheme was made effective from the Appointed Date i.e. October 1. 2021.

Consequently, the six aforementioned companies, i.e. APML, APRL, UPCL. REL, REGL, and APMuL now stand amalgamated with APL. Accordingly, the financial statements for FY 2022-23 have been published based on amalgamation and the comparative period numbers have been recasted in standalone Financial Statements in compliance with applicable accounting standards.

The amalgamation envisaged under this scheme is intended to achieve size, scalability, integration, greater financial strength and flexibility thereby building a more resilient and robust organization that can address dynamic business situations and volatility in various economic factors in a focused manner, in order to achieve improved long-term financial returns.

Key DevelopmentsA. Mundra TPP

• Subsequent to signing of Settlement Deed on 03.01.2022 and Supplementary Power Purchase Agreement (SPPA) dated 30th March

2022 between Gujarat Urja Vikas Nigam Ltd. ("GUVNL”) and Adani Power (Mundra) Limited

("APMuL”) (Now Adani Power Ltd), Hon'ble Central Electricity Regulatory Commission (CERC) vide order dated 13.06.2022 has determined Base Rates as on 15.10.2018 in the Petition filed by GUVNL, same is pending for approval from Government of Gujarat.

• Adani Power Ltd. (APL) and Haryana Discoms (i.e UHBVNL and DHBVNL) have entered into Supplemental PPAs on 28.02.2023 by reducing the Contracted Capacity from 1424 MW to 1200 MW at Haryana Periphery from Units 7 & 8 instead of Units-7, 8 & 9 of Mundra Thermal Power Plant. In April 2023, the Company has also entered into long term PPA of 360 MW (Net) with MPSEZ Utilities Limited ("MUL”) for supplying power from third unit of Mundra Phase-IV plant which got freed-up due to amendment in Haryana PPA capacity. This will ultimately help in maximum utilization of Mundra's Phase-IV units.

Under the Supplemental PPAs dated

28.02.2023, quoted energy tariff including

change in law towards taxes & duties shall be payable in accordance with the PPA for the

scheduled energy to the extent of domestic coal availability.

• For the units supplied using alternate/imported

coal, pass through of cost shall be allowed with reference to the tariff worked out based on the HBA index of the month of recommencement of supply i.e. March 2023 as base and thereafter every month based on CERC monthly indexation. The ocean freight shall be as per CGPL PPA, and the Port Handling charges shall be as applicable for Mundra Power Plant.

• Hon'ble Supreme Court vide its order dated

20.04.2023 dismissed the Civil Appeal no. 4143

of 2020 filed by Haryana Discoms against the APTEL judgment in Appeal no. 168 of 2019 upholding the CERC order dated 31st May 2018

in Petition No. 97/MP/2017 with regards to change in law towards domestic coal shortfall for the NCDP period.

• Hon'ble Supreme Court vide its order dated

20.04.2023 dismissed the Civil Appeal no.

5684 of 2021 filed by Haryana Discoms against the APTEL judgment in Appeal no. 358 of 2019 upholding the CERC order dated 13th June 2019

in Petition No. 251/MP/2018 with regards to change in law towards domestic coal shortfall for the SHAKTI period.

• Hon'ble Supreme Court vide its order dated

20.04.2023 allowed the Civil Appeal no. 2908 of 2022 filed by Haryana Discoms and held that Inter Plant Transfer (IPT) is a 'Change in Law' and accordingly, savings in the cost of transportation has to be passed on to the DISCOMs and directed CERC to decide the said issue and calculate the benefits that would be accruable to any of the parties within a period of six months from the date of order.

B. Maharashtra TPP

• NCDP case corresponding to PPAs of 2500 MW capacity:

Hon'ble Supreme Court vide its order dated

03.03.2023, dismissed the Civil Appeal No. 684

of 2021 filed by Maharashtra State Electricity Distribution Company Ltd. ("MSEDCL”) against the APTEL judgment in Appeal no. 182 of 2019 and upheld the decision of APTEL, allowing the

compensation for the entire quantum of coal shortfall, Station Heat Rate (SHR) and Auxiliary consumption to be considered as per the Tariff Regulations or actuals, whichever is lower and Gross Calorific Value (GCV) of coal on 'as received' basis.

• SHAKTI case corresponding to PPAs of 2500 MW capacity:

Hon'ble Supreme Court vide its order dated

20.04.2023, dismissed the Civil Appeal no.

677-678 of 2021 filed by MSEDCL against the judgment of APTEL in appeal no. 155 of 2019 & 116 of 2019 and upheld the decision of APTEL,

allowing the compensation for the entire quantum of coal shortfall and the Station Heat Rate (SHR) and Gross Calorific Value (GCV) of

coal shall be considered at actual values.

• Lohara Case corresponding to PPAs of 800 MW capacity:

Hon'ble Supreme Court vide its order dated

20.04.2023, dismissed the Civil Appeal no.

687-688 of 2021 filed by MSEDCL against the judgement of APTEL in appeal no. 340 of 2019 and 354 of 2019 and upheld the decision of APTEL, allowing that the de-allocation of the Lohara Coal Blocks by the Ministry of Coal allocated to APML for 800 MW capacity is an event of Change in Law and further allowing the compensation for such shortfall considering the Lohara coal cost as a base.

MSEDCL has made payment of H 8379 Cr, on account of shortfall claim related to NCDP,

SHAKTI and Lohara case matter as reported above, subsequent to interim order dated 31st January 2022 passed by the Hon'ble Supreme Court, directing payment of 50% of the outstanding claim amount to APML.

• Evacuation Facility Surcharge:

APTEL vide its judgment dated 22.03.2022 in Appeal no. 40 of 2022 filed by APML, has

allowed Evacuation Facility Surcharge as Change in Law event and remanded back the matter to MERC for passing consequential order. MERC passed consequential order on

08.07.2022. Further, the Civil Appeal no. 5005 of 2022 filed by MSEDCL against the APTEL order has been dismissed by Hon'ble Supreme Court on 20.04.2023 upholding the APTEL judgement. According to MERC order and interim order of Hon'ble Supreme Court dated

29.07.2022, MSEDCL has made a payment of H 302 Cr against the claim raised till April 2022.

• Fly Ash Transportation Cost:

APTEL vide its order dated 21.10.2022 in Appeal

no. 148 of 2019 filed by APML, has allowed Fly Ash Transportation cost to be incurred by APML pursuant to MOEF&CC notification dated 25.01.2016 as Change in law event and remanded the matter back to MERC for passing consequential order. APML has filed an application with MERC for issuance of consequential order. Meanwhile, MSEDCL has filed Civil Appeal no. 127 of 2023 against the APTEL order before Hon'ble Supreme Court, which is under adjudication.

C. Rajasthan TPP

Adani Power Rajasthan Limited ("APRL”) and RUVNL / Rajasthan Discoms (Discoms) have entered into an Additional PPA on 06.04.2022 for a period of 1 year for supply/purchase of balance surplus capacity of 40 MW on the same terms and conditions of existing Long Term PPA dated 28.01.2010 of 1200 MW.

Accordingly, Adani Power has commenced the power supply under the Additional PPA for 40

MW w.e.f 11.06.2022.

D. Jharkhand TPP (APJL)

APJL has made substantial progress in the implementation of 2x800 MW Ultra-supercritical Thermal Power Project (USCTPP) at Godda,

Jharkhand for supply of 1496 MW power to Bangladesh Development Power Board ("BPDB”) as per PPA dated 05th November 2017 and

achieved several milestones during FY 2022-23. Commercial Operation Tests for Unit-01 have

commenced w.e.f. 29.03.2023.

By the end of Q1 of FY2023-24, APJL is expected to achieve the Commercial Operation of Unit-1

and Unit-2.

E. Udupi TPP

• Late Payment Surcharge:

Supreme Court (SC) vide its order dated 10.08.2022 has dismissed the Review Petitions

filed by PCKL in Civil Appeal No. 838 & 842 considering that there were no grounds warranting review of order dated 08.02.2022. Consequently, Udupi TPP has received H 1348 crore towards Late Payment Surcharge from DISCOMs of Karnataka State

• Petition no. 155/MP/2019 filed by UPCL before with the Hon'ble CERC

Hon'ble CERC vide its order dated 13.01.2023

has directed the Karnataka Discoms to (i) pay deemed capacity charges on account of nonavailability of 400kV transmission line for the period 10.03.2011 to 06.09.2012, (ii) calculate the Energy Charges as per provisions of relevant Tariff Regulations after considering the CIF price of coal, as determined based on the CERC Formula specified in the order for the period Apr-16 to Mar-19 and (iii) pay carrying cost on arrears of differential Capacity Charges and differential Energy Charges till date of CERC order dated 13.01.2023.

F. Mahan TPP (MEL)

APTEL vide Interim Order dated 24.01.2023, in the Appeal filed by MEL, granted interim stay for payment of transmission charges for the assets of Essar Power Transmission Company Limited

('EPTCL') under Stage-II (400 kV D/C Mahan-Sipat transmission line along with associated bays) for the period from Sep-2018 to Oct-2021 and directed to pay the same from the date of NCLT order i.e. 01.11.2021 onwards subject to decision in the main appeal.

G. Raigarh TPP

Hon'ble Chhattisgarh State Electricity Regulatory Commission (CSERC) vide its order dated 08.08.2022 in the tariff petition filed by REGL, has determined the energy charge rate for

supply of 5% power to Chhattisgarh State Power Distribution Company Limited (CSPDCL) for the FY2019-20.

Changes in Share Capital

Consequent to Scheme of Amalgamation referred hereinabove, the Authorized Share Capital of the six Wholly Owned Subsidiaries have been merged into

the Company.

The outstanding Preference Shares of Raipur Energen Limited and Adani Power (Mundra) Limited as on 7th March, 2023 have been issued and allotted by Adani Power Limited pursuant to the Scheme of Amalgamation and the respective Preference Shares of the aforementioned Companies have been automatically cancelled.

The changes in Share Capital described hereinabove has been given effect to in the Financial Statements for the Financial Year ending on 31st March, 2023.

Fixed Deposits

There were no outstanding deposits within the

meaning of Section 73 and 74 of the Act read with rules made thereunder at the end of the FY 2022-23 or the previous financial years. Your Company did not

accept any deposit during the year under review.

Particulars of loans, guarantees or investments

The provisions of Section 186 of the Act, with respect to a loan, guarantee, investment or security is not applicable to your Company, as your Company is engaged in providing infrastructural facilities which

is exempted under Section 186 of the Act. The particulars of loans, guarantee and investments made during the year under review are disclosed in the

financial statements.

Subsidiaries, Joint Ventures and Associate Companies

A list of bodies corporate which are subsidiaries / associates / joint ventures of your Company is

provided as part of the notes to consolidated financial statements.

During the year under review, following subsidiaries have been formed/acquired:

• Aviceda Infra Park Limited

• Innovant Buildwell Private Limited (Earlier known as Eternus Real Estate Private Limited)

• Resurgent Fuel Management Limited

• Support Properties Private Limited ("SPPL'') (During

the year under review, 100% equity stake of the Company in SPPL has been sold)

As on 31st March 2023, your Company had 13 Subsidiaries and step-down subsidiaries. Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of Annual Report.

The Annual Financial Statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Company's registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company (www. adanipower.com).

Your Company has formulated a policy for determining

Material Subsidiaries. The policy is available on your Company's website and link for the same is given in Annexure A of this report.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

Subsidiary Companies and its Financial Performance

A list of bodies corporate which are subsidiaries of

your Company is provided as part of the notes to consolidated financial statements.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial

statements and a separate statement containing the salient features of financial statement of subsidiaries in Form AOC-1, which forms part of this Annual Report.

The Annual Financial Statements and related detailed information of the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also

be kept for inspection by any shareholders during working hours at the Company's registered office

and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the Audited Financial Statements, including

Consolidated Financial Statements and related information of the Company and audited accounts of each of its subsidiaries, are available on website of the Company (www.adanipower.com).

Pursuant to Section 134 of the Act read with rules

made thereunder, the details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report, which

forms part of this Annual Report.

Financial Performance of Key Subsidiaries Mahan Energen Limited [MEL]:

MEL's Mahan Power Plant has a total installed capacity of 1,200 MW. PLF for the year was 35.9%. The Mahan Power Plant had H 2,752 crore towards the total revenue and H 771 crore towards the EBIDTA. MEL had H 244 crore Total Comprehensive Income during the year.

Adani Power (Jharkhand) Limited [APJL]:

APJL's Godda Power Plant has a total installed capacity of 1,600 MW coal powered thermal power plant based on ultra super critical technology in the State of Jharkhand during the year out of which one unit of 800 MW has been commissioned in April 2023.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming

part of this Annual Report.

Directors and Key Managerial Personnel

As of 31st March, 2023, your Company's Board had six members comprising of one Executive Director,

two Non-Executive and Non-Independent Directors and three Independent Directors. The Board has one Woman Director. The details of Board and Committee

composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual

Report.

Changes in Directors:

Mr. Sushil Kumar Roongta (DIN: 00309302) and Ms. Chandra Iyengar (DIN 02821294), were appointed as Independent Directors of your Company w.e.f. 11th

November, 2022. Their appointments were approved by the shareholders by passing a resolution through Postal Ballot on 31st December, 2022.

Mr. Raminder Singh Gujral (DIN: 07175393) and Ms. Gauri Trivedi (DIN: 06502788) resigned as Independent Directors w.e.f. 11th November, 2022.

Both these Independent Directors have resigned as a matter of good governance policy and decided not to continue holding position as an Independent Director in more than one listed entity within the same group. The Board placed on its record the deep appreciation for valuable services and guidance provided by them during the tenure of their Directorship.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Rajesh Adani (DIN: 00006322) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

Your Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director.

Change in Key Managerial Personnel:

During the year under review, there is no change in the Key Managerial Personnel of your Company.

Pursuant to the provisions of Section 203 of the

Companies Act, 2013, Mr. Anil Sardana - Managing Director, Mr. S. B. Khyalia - Chief Executive Officer, Mr. Shailesh Sawa - Chief Financial Officer and Mr. Deepak S. Pandya - Company Secretary are the Key Managerial Personnel of your Company as on 31st March, 2023.

Committees of Board

Details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations, are given in the Corporate Governance Report, which forms part of this Annual Report.

Number of meetings of the Board

The Board met 4 (four) times during the year under review. The details of board meetings and the

attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Independent Directors' Meeting

The Independent Directors met on 24th March, 2023, without the attendance of Non-Independent

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board,

to the best of their knowledge and based on the information and explanations received from your

Company, confirm that:

a. in the preparation of the Annual Financial Statements, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2022-23 and of the profit of the Company for that period;

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 the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the Annual Financial Statements on a going concern basis;

e. they have laid down internal financial controls to

be followed by the Company and such internal financial control are adequate and operating effectively;

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.

Internal Financial Control System and their adequacy

The details in respect of internal financial control

and their adequacy are included in Management Discussion and Analysis Report, which forms part of this Annual Report.

Risk Management

The Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their

mitigations, are covered in Management Discussion and Analysis section, which forms part of this Annual

Report.

Board policies

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure - A to

this report.

Corporate Social Responsibility (CSR)

The brief details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Annual Report. The CSR policy is available

on the website of your Company at https://www. adanipower.com/investors/corporate-governance. The Annual Report on CSR activities is annexed and

forms part of this report.

Further, the Chief Financial Officer of your Company has certified that CSR spends of your Company for the FY 2022-23 have been utilized for the purpose and in the manner approved by the Board of Directors

of the Company.

Corporate Governance Report

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance, as stipulated.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations,

your Company has formulated and implemented a Code of Conduct for all Board members and senior

management personnel of your Company ("Code of Conduct”), who have affirmed the compliance thereto.

The Code of Conduct is available on the website of your Company at https://www.adanipower.com/ investors/corporate-governance.

Business Responsibility & Sustainability Report

The BRSR enables the Members to have an insight into Environmental, Social and Governance initiatives of the Company. The BRSR disclosures form a part of

this Annual Report.

Annual Return

Pursuant to Section 134(3) (a) of the Act, the draft annual return as on 31st March, 2023 prepared in

accordance with Section 92(3) of the Act is made

available on the website of your Company and can be assessed using the link https://www,adanipower, com/investors/Disclosure-under-Regulation-62-of-

SEBI-LODR-Regulations.

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus

approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into

during the financial year were at arm's length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your

Company's Policy on Related Party Transactions.

Your Company has not entered into any transactions with related parties requiring approval of the Board of Directors in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

Your Company did not enter into any related party transactions during the year which could be prejudicial to the interest of minority shareholders.

No loans / investments to / in the related party have been written off or classified as doubtful during the

year under review.

The Policy on Related Party Transactions is available on your Company's website and can be assessed using the link https://www.adanipower.com/investors/ corporate-governance.

General Disclosures

Neither the Chairman nor the Managing Director of your Company received any remuneration or commission from any of the subsidiary of your

Company.

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature 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 your Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact

the going concern status and your Company's operation in future.

4. Voting rights which are not directly exercised

by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. One time settlement of loan obtained from the Banks or Financial Institutions.

7. Revision of financial statements and Directors'

Report of your Company.

Insurance

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Statutory Auditors & Auditors' Report

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s. SRBC & Co. LLP, Chartered Accountants (ICAI Firm Registration Number: 324982E/E300003) were appointed as the Statutory Auditors of your Company at the 26th AGM held on 27th July, 2022, for the second term of five years till the conclusion of 31st Annual General Meeting (AGM) of your Company to be held in the year 2027. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of

your Company.

Representative of the Statutory Auditors of your Company attended the previous AGM of your

Company held on 27th July, 2022.

The Notes to the financial statements referred in the Auditors' Report are self-explanatory. The Auditors' Report is enclosed with the financial statements in

this Annual Report.

Explanation to Auditors comment:

The Auditors' qualification has been appropriately

dealt with in Note No. 64 and 71 of the Notes to the Standalone Audited Financial Statements and Consolidated Audited Financial Statements,

respectively.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the

Act, read with the rules made thereunder, the Board had re-appointed Mr. Chirag Shah & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for the FY 202223. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report. There are no qualifications, reservations or adverse remarks or disclaimers in the said Secretarial Audit Report.

Secretarial Audit of Material Unlisted Indian Subsidiary

As on 31st March, 2023 your Company had 1 (one)

material subsidiaries.

As per the requirements of SEBI Listing Regulations, the Practicing Company Secretaries appointed by material subsidiary of the Company undertook secretarial audit of these subsidiaries for FY 202223. Each secretarial audit report confirms that the relevant material subsidiary has complied with the provisions of the Act, rules, regulations and guidelines and that there were no deviations or noncompliances.

Cost Auditors

Your Company has appointed M/s Kiran J. Mehta & Co., Cost Accountants (Firm Reg. No. 000025) to conduct audit of cost records of the Company for the year ended 31st March 2024. The Cost Audit Report for the year 2021-22 was filed before the due date with the Ministry of Corporate Affairs. The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rules framed thereunder Secretarial Standards

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Investor Education and Protection Fund (IEPF)

The Company has not paid dividend in past. Hence, there is no requirement of transfer of unpaid dividend as per the requirements of the IEPF Rules.

Reporting of frauds by auditors

During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by its officers or employees, to the Audit Committee under section 143(12) of the Companies Act, 2013.

Awards, Certifications and Accreditations

Awards

• This year '8th National Conclave on 5S' was organised by QCFI on 25th June 2022 at Goa with a theme of "5S A Continual Journey for Business

Excellence”. As a part of this conclave, case study presentations and papers were invited on various categories like 5S Implementation, 5S Kaizens, 5S Models, 5S Home etc. It's a matter of great pride for

all of us that out of 16 teams participated, 12 teams received highest category 'Par Excellence' award.

• 22 teams from its 6 Power Stations of APL

participated in the 'Ahmedabad Chapter Convention on Quality Concepts (AHCCQC 2022)'. The teams won 21 Gold Awards and 1 Silver Award for their case studies. The convention was organised on 10th September '22 at Ahmedabad Management Association. Teams presented their case studies on the various quality concepts like Kaizen, 5S, Six Sigma and QC. It's a shining achievement for the team.

• IQMA (Indonesian Quality Management Association)

organized the 47th International Convention in Quality Control Circles 2022 (ICQCC 2022) in Jakarta, Indonesia, from 15th to 18th November 2022 with a theme of 'Build Back Better Through Quality Efforts'. We are proud that Mr. Rituraz Mehta (Head - Safety) and 4POE (Four Pillars of Operational Excellence) received a prestigious International SUDOMO Quality Leadership Award (SQLA) 2022. SQLA is presented to the Quality Practitioners who applied the special and unique quality leadership model based on the assessment by the SQLA sub-committee.

• 36th National Convention on Quality Concepts (NCQC-2022) was organized by Quality Circle Forum of India at MGM University, Aurangabad during 2730 December 2022 with a theme of Integrated Quality Concepts - The Gateway to Global Leadership'. 10000 participants from across the 566 organizations participated in the convention and 2031 case studies were presented on various quality concepts like, 5S, Kaizen, Quality Circle, TPM etc. 12 teams from APL; two teams form APMuL, two teams from APML, three teams from APRL, two teams from UPCL, two teams from REL, one team from REGL presented its case studies on QC, LQC, Kaizen and allied 5S concepts. It's a pride moment for all of us as 11 teams clinch highest categories: 'Par Excellence' and 'Excellent' awards.

• REL achieved national level 5S Accreditation: Sh.

D K Srivastava, Executive Director - Quality Circle Forum of India (QCFI), Hyderabad conducted

Certification Audit on 27th February in presence of

Sh. Rituraz Mehta Head-4POE (BEx) and Sh. Kaushik Purohit, Lead-4POE (BEx). He appreciated the team for bringing out major workplace transformation at

the station.

• REGL achieved national level 5S Accreditation:

Sh. D K Srivastava, Executive Director - Quality Circle Forum of India (QCFI), Hyderabad conducted Certification Audit on 27th February in presence of Sh. Rituraz Mehta Head-4POE (BEx) and Sh. Kaushik Purohit, Lead-4POE (BEx). He appreciated the team for bringing out major workplace transformation at the station.

Safety

Your Company has an established Occupational Health & Safety Policy and set of management and technical standards on Safety including Visible Leadership 10 Commandments & Life Saving Safety Rules that form the basis of our Safety management system. These standards are developed and are periodically evaluated and updated with consideration for national and other global requirements to ensure that Adani's Safety Management system remains globally oriented and best in class. A dedicated Safety Function at Business level defines the Adani Power OH&S strategy, develops necessary ecosystems, processes & enhances capability building to drive it and monitors safety performance. Each individual Unit / site has their own Safety Function under the guidance of respective Unit Head for internalizing and deploying the Safety strategies & programs.

At APL, the safety practices introduced at the organizational level have been transformed with the help of 'Project Chetna' (Chetna is a Hindi word for

Consciousness). Collective and conscious efforts such as these and others are required to drive occupational health and safety practices in the organization. In addition to this, your Company has in place several safety measures adhering to internally known standards such as the ISO 45001 which together help achieve our strategic goal of 'Zero Harm' in our workplaces.

Your Company in consultation with M/s DuPont,

a pioneer organisation in the field of safety management have stablished and aligned globally recognized high level Safety Intervention and Risk Assessment programs such as Safety Interaction (SI), Vulnerability Safety Risks (VSR), Site Risk Field Audits (SRFA), Process Hazard Analysis (PHA), and PreStartup Safety Review (PSSR) with Business specific Integrated Management System based Hazard Identification and Risk Assessment Process, e.g., HIRA and JSA. Your Company has adopted this framework and the reporting businesses have developed an ecosystem of participative and consultative approach for engaging concerned stakeholders, including, employees, associates, and contract workmen.

Your Company recognizes that the dynamic risks need to be managed and mitigated as per Hierarchy of Control to protect its stakeholders and achieve objective of Zero Harm with enablement of Sustainable Growth.

These interventions bring together an understanding of the potential upside and downside of all job and personal factors which can impact the organization with an objective to prevent injury, protect assets and add maximum sustainable value to all the activities and processes of the organization.

Particulars of Employees

Your Company had 2805 employees (on consolidated

basis) as of 31st March, 2023.

The percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) (as required under the Act) to the

median of employees' remuneration, as required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-C of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. In terms of Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment

of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has constituted Internal Complaints Committees ICCs, at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICCs includes external members with relevant experience. The ICCs, presided by senior women, conduct the investigations and make decisions at the respective locations. The ICCs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

All new employees go through a detailed personal

orientation on anti-sexual harassment policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with