Your Directors are pleased to present Twenty-Second Annual Report of the Company together with the Audited
Financial Statements for the Financial Year ended March 31,2026 ('FY 2025-26').

1. Operational and Financial Highlights

The Management Discussion and Analysis Report for FY 2025-26 is part of the Annual Report and explains the
operating and financial performance of the business for the year

The summary of the Financial Statements of the Company for the year under review is as under

2. Dividend

As per Dividend Distribution Policy, the Company
endeavors to distribute approx. 40% of its Annual
Consolidated Profits After Tax as dividend in one or
more tranches. During the year under review, the
Board of Directors, on February 10, 2026, declared
interim dividend of H 15.00 per equity share on

50.39.03.543 nos. of equity shares for FY26
[PY H 14.00 per equity share] amounting to
H 755.86 Crore was paid to shareholders.

The Board, on May 12, 2026, has recommended
a final dividend of H 5.00 per equity share on

50.39.03.543 nos. of equity shares for FY 2025-26
[PY H 5.00 per equity share]. The proposal is subject

to the approval of shareholders at the ensuing
Annual General Meeting and if approved, would
result in a cash outflow of H 251.95 Crore.

The total outflow on account of dividend is
H 1,007.81 Crore [PY H 957.42 Crore] i.e. 40.08%
[PY 39.53% - excluding one-time deferred tax
reversal impact of H 637 Crore] of Consolidated
Total Comprehensive Income for FY 2025-26

The Dividend Distribution Policy of the Company
can be accessed at the Company's website:

https://www.torrentpower.com/public/pdf/

investors/DividendDistributionPolicv.pdf

3. Transfer to Reserves

The Company has transferred H 2 Crore to certain
specific reserves, as described in the Statement
of Changes in Equity being part of the Standalone
Financial Statements.

4. Finance

During the year, ratings of the Company and its
wholly owned subsidiaries were rated by various
rating agencies. Movement in the ratings during
the year along with status as at the end of year are
reproduced below:

1. Credit facilities of the Company have been
rated by Crisil Ratings and India ratings. Crisil
Ratings and India Ratings had reaffirmed credit
rating on both long-term as well as short-term
facilities. Ratings as at the end of the year
stood as:

a. Long-term rating: CRISIL AA /Stable
(reaffirmed) and IND AA /Stable
(reaffirmed)

b. Short-term rating: CRISIL A1 (reaffirmed)
and IND A1 (reaffirmed)

2. Credit facilities of the subsidiary Companies,
were rated as under

a. Surya Vidyut Limited, Long-term rating of
'AA /Stable' and Short-term rating of 'A1 '
by India Ratings (reaffirmed);

b. Torrent Solargen Limited, Long-term
rating of 'AA/Stable' by CRISIL Ratings
for its non- convertible debentures
(reaffirmed);

c. Torrent Power Grid Limited, Long-term
rating of 'AA /Stable' by CRISIL Ratings
(assigned);

d. Dadra and Nagar Haveli and Daman and Diu
Power Distribution Corporation Limited
(DNH & DD), long-term ratings of 'AA/
Stable' and short-term rating of 'A1 ' by
India Ratings (reaffirmed);

e. Torrent Saurya Urja 2 Private Limited,
long-term rating of 'AA/Stable' and short¬
term ratings of 'A1 ' was reaffirmed by
Crisil Ratings. India Ratings during the
year had assigned long-term rating of 'AA/
Stable';

f. Airpower Windfarms Private Limited,
Long-term rating of 'AA-/Stable' by
India Ratings;

g. Solapur Transmission Limited, long-term
rating of 'AA/Stable' by India Ratings
(assigned);

h. Torrent Green Energy Private Limited,
long-term rating of 'AA /Stable' by Crisil
Ratings (assigned);

i. Torrent Solar Power Private Limited, long¬
term rating of 'AA/Stable' by India Ratings
(assigned);

j. MSKVY Ninth Solar SPV Limited, long¬
term rating of 'AA/Stable' by Crisil Ratings
(assigned);

k. Jodhpur Windfarm Private Limited
and Latur Renewables Private Limited,
Long-term ratings of 'AA/Stable' by
CRISIL Ratings for its non- convertible
debentures was withdrawn during the
year on fulfilment of redemption obligation
in full.

Finance cost on a consolidated basis
decreased to H 934 Crore during FY 2025-26,
compared to H 1,045 Crore in the previous
year. The decline was primarily attributable
to a reduction in prevailing interest rates and
debt prepayments undertaken in Q4 FY25 out
of the proceeds of the Qualified Institutional
Placement (QIP). These benefits were partially
offset by a higher average loan balance during
the year, reflecting additional debt drawdowns
made during the year

During the year under review, the Company:

a. tied-up credit facility of H 11,489 Crore
to finance the implementation of 3
GW Pump-Hydro Power Project in its
subsidiary named Torrent Energy Storage
Solutions Private Limited, documentation
in process;

b. tied-up credit facility of H 4,131 Crore
to finance the implementation of
450 MW Hybrid Power Project in its
subsidiary named Torrent Saurya Urja 2
Private Limited;

c. tied-up credit facility of total H 4,008 Crore
to finance the implementation of (a) 100
MW REMCL Hybrid Power Project, (b); 100
MW of SECI XVI Wind Power Project and
(c) 175 MW project in its subsidiary named
Torrent Solar Power Private Limited;

d. tied-up long-term facilities of
H 2,000 Crore through issuance of non¬
convertible debentures. Additionally, the
Company availed H 1,064 Crore out of the
rupee term loan of H 1,700 Crore tied-
up to finance capital expenditure for its
distribution business;

e. tied-up long term credit facility of
H 939.95 Crore to finance the
implementation of 306 MW Solar Power
Project in its subsidiary named MSKVY
Ninth Solar SPV Limited;

f. tied-up long term credit facility of
H 560 Crore to finance the implementation
of Khavda Transmission Project in
its subsidiary named Torrent Power
Grid Limited;

g. tied-up long term credit facility of
H375 Crore to finance the implementation
of Solapur Transmission Project
in its subsidiary named Solapur
Transmission Limited;

h. enhanced long-term facility from
H 1,120 Crore to H 1,464 Crore i.e.
enhancement by H 344 Crore to finance
the enhanced capacity of 50 MW for
implementation of 250 MWp Hybrid Power
Project in its subsidiary named Airpower
Windfarms Private Limited.

Outstanding consolidated long-term debt
as on March 31, 2026 was H 13,764 Crore
(Refer Note 24 to the Consolidated Financial
Statements). Consolidated debt to equity
(including deferred tax liability) ratio as at
the end of FY 2025-26 was 0.67 (Previous
Year: 0.46). The particulars of loans given,
guarantees provided and investments made
during the year are disclosed in Note 56 to the
Standalone Financial Statements.

The Company, being an infrastructure
company, is exempt from the provisions as

applicable to loans, guarantees, security
and investments under Section 186 of the
Companies Act, 2013 (the Act).

5. Subsidiaries and Associates

The Board has reviewed the affairs of the
Company's Subsidiaries and Associates at regular
intervals. In accordance with Section 129(3) of
the Act, the Company has prepared Consolidated
Financial Statements incorporating the Financial
Statements of all Subsidiaries which form part of
the Annual Report. Further, a statement containing
salient features of the Financial Statements of the
Company's Subsidiaries is given in prescribed Form
AOC-1, which forms part of the Integrated Annual
Report (Refer Page No. 563).

The said Form also highlights the financial
performance of each of the Subsidiaries included
in the Consolidated Financial Statements.

The details pertaining to the Companies that have
become or ceased to be the Subsidiary or Associate
of the Company during the year are provided in Note
no. 42 to the Consolidated Financial Statements,
forming part of the Integrated Annual Report.

In accordance with Section 136 of the Act,
the Financial Statements of the Company,
Consolidated Financial Statements alongwith
separate Audited Financial Statements in respect
of Subsidiaries are available for inspection by the
Members at the Registered Office of the Company
during the business hours on all working days.
The Annual Report of the Company and Audited
Financial Statements of each of the Subsidiaries
have been placed on the website of the Company
at www.torrentpower.com. Any person desirous of
obtaining the said Financial Statements may write
at cs@torrentpower.com.

6. Directors and Key Managerial
Personnel (KMP)

I n accordance with the provisions of Section
152 of the Act, read with rules made thereunder
and Articles of Association of the Company,
Varun Mehta (DIN: 07862034) and Jigish Mehta
(DIN: 09054778) are liable to retire by rotation
at the ensuing Annual General Meeting (AGM)
and being eligible have offered themselves for
re-appointment.

Radhika Haribhakti (DIN: 02409519) was appointed
as a Non-Executive Independent Director
of the Company for a period of 5 years w.e.f.
August 07, 2021. Her 1^st term as an Independent
Director will end on August 06, 2026. The Board
has approved her appointment for a second
and final term of 5 years from August 07, 2026
to August 06, 2031 at its Meeting held on
May 12, 2026. Therefore, the Board hereby
recommends to the shareholders, for their
approval, her re-appointment as an Independent
Director for second and final term of 5 years from
August 07, 2026 to August 06, 2031 as mentioned
in the Notice forming part of Integrated
Annual Report.

Ketan Dalal (DIN: 00003236) was appointed
as a Non-Executive Independent Director
of the Company for a period of 5 years w.e.f.
May 11, 2022. His 1^st term as an Independent
Director will end on May 10, 2027. The Board
has approved his appointment for a second
and final term of 5 years from May 11, 2027 to
May 10, 2032 at its Meeting held on May 12, 2026.
Therefore, the Board hereby recommends
to the shareholders, for their approval, his
re-appointment as an Independent Director
for second and final term of 5 years from
May 11,2027 to May 10, 2032 as mentioned in the
Notice forming part of Integrated Annual Report.

A brief resume and other relevant details of the
Directors proposed to be re-appointed are given in
the Explanatory Statement to the Notice convening
the AGM.

The Board, at its Meeting held on February 10, 2026,
appointed Ketan Dalal (DIN: 00003236) as a Lead
Independent Director for enhanced co-ordination
amongst Independent Directors and to serve
as a principal liaison between the Independent
Directors and the Management.

7. Declaration by Independent Directors

The Company has received necessary declaration
from the Independent Directors confirming
that they meet the criteria of independence
as prescribed under the Act and SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 ('the Listing Regulations'). The
Independent Directors are in compliance with the
Code of Conduct prescribed under Schedule IV of

the Act and the Code of Business Conduct adopted
by the Company.

8. Policy on Directors’ Appointment and
Remuneration Policy

The Nomination and Remuneration Committee ('the
NRC') has approved following criteria and process
for identification/appointment of the Directors:

Criteria for appointment:

i. Proposed Director ('Person') shall meet all
statutory requirements and should:

• possess the highest ethics, integrity
and values

• not have direct/indirect conflict with
present or potential business/operations of
the Company

• have the balance and maturity of judgement

• be willing to devote sufficient time and energy

• have demonstrated leadership and vision at
senior levels, and have the ability to articulate
a clear direction for the Company

• have relevant experience with respect
to Company's business (in exceptional
circumstances, specialisation/expertise in
unrelated areas may also be considered)

• have appropriate comprehension
to understand or be able to acquire
that understanding

- relating to Corporate Functioning

- concerning the scale, complexity of business
and specific market and environmental factors
affecting the functioning of the Company

ii. The appointment shall be in compliance with
the Board Diversity Policy of the Company.

Process for Identification/Appointment of
Directors:

i. Board members may (formally or informally)
suggest any potential person to the
Chairperson of the Company meeting the
above criteria. If the Chairperson deems fit,
necessary recommendation shall be made by
him to the NRC.

ii. Chairman of the Company can himself also
refer any potential person meeting the above
criteria to the NRC.

iii. The NRC will process the matter and
recommend such proposal to the Board.

iv. The Board will consider such proposal on merit
and decide suitably.

Remuneration Policy:

The Company has in place a policy relating to
the remuneration of the Directors, KMP and
other employees of the Company. The policy
is available on the website of the Company at
https://www.torrentpower.com/public/pdf/
investors/20191014 remuneration policv.pdf

9. Evaluation of Board, its Committees
and Individual Directors

The evaluation of the Board, its Committees
and Individual Directors was carried out as per
the process and criteria laid down by the Board
of Directors.

The proforma formats for facilitating the evaluation
process of the Non-Independent Directors and the
Board as a whole and the Committees were sent to
all the Non-Executive Directors (except Promoter
Directors). A presentation on functioning of the
Board and the Committees, containing the outcome
of their evaluation and feedback was reviewed
by the Independent Directors in their separate
Meeting and by the Board at their respective
meeting held on February 10, 2026. Based on the
feedback, the Board expressed satisfaction on
overall functioning of the Board, the Committees
and performance of the Directors.

10. Meetings of the Board, Committees
and Compliance to Secretarial
Standards

The Board meets at regular interval, with gap
between two meetings not exceeding 120 days.
During the year under review, the Board met
four times.

The Board has six committees namely Audit
Committee (AC), Nomination and Remuneration
Committee (NRC), Corporate Social Responsibility
and Sustainability Committee (CSRSC),

Stakeholders Relationship Committee (SRC), Risk
Management Committee (RMC) and Committee
of Directors (CoD). During the year, Fund Raising
Committee (FRC) was dissolved as Qualified
Institutional Placement (QIP) had completed and
the funds raised through QIP were fully utilised.

A detailed note on the composition of the Board and
its Committees (AC, NRC, SRC and RMC) is provided
in the Corporate Governance Report, forming part
of the Integrated Annual Report. Composition
of CSRSC is given in the Report on CSR Activities
(Annexure-C). CoD is a Sub-Committee of the
Board to facilitate routine executive decisions
and exercise of authority granted by the Board in
various matters. The Minutes of the Meetings of
Committee of Directors are reviewed by the Board
at the Board Meeting.

During the year under review, the Company
has complied with the provisions of Secretarial
Standard 1 (relating to meetings of the Board of
Directors) and Secretarial Standard 2 (relating to
General Meetings) issued by the Institute of the
Company Secretaries of India.

11. Directors’ Responsibility Statement

In terms of Section 134(3) and 134(5) of the Act, the
Board of Directors states that:

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

b. the Directors have selected such accounting
policies and applied them consistently and
made 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
as at March 31,2026 and of the profits for the
year ended March 31,2026;

c. the Directors 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. the Financial Statements have been prepared
on a going concern basis;

e. the Directors have laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and are operating effectively; and

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

12. Auditors

Statutory Auditors

The Members, at the 18^th Annual General Meeting
(AGM) of the Company held on August 08, 2022,
had re-appointed M/s. Price Waterhouse Chartered
Accountants LLP as Statutory Auditors of the
Company for a period of 5 years from conclusion
of 18^th AGM till conclusion of 23^rd AGM.

The Auditors' Report for FY 2025-26 forms part of
the Integrated Annual Report and does not contain
any qualification, reservation or adverse remark.

Cost Auditors

Pursuant to Section 148(3) of the Act, M/s. Kirit
Mehta & Co., Cost Accountants, Mumbai had been
appointed as the Cost Auditors of the Company for
FY 2025-26 by the Board of Directors for conducting
audit of cost records maintained in respect of
electricity. Their remuneration was ratified by the
Members at 21^st AGM of the Company.

The Cost Audit Report for FY 2024-25 does not
contain any qualification and was filed with the
Central Government (within the prescribed time
limit) on August 26, 2025 pursuant to Section
148(6) of the Act.

Your Directors have appointed M/s. Kirit Mehta &
Co., Cost Accountants, as Cost Auditors of the
Company to conduct cost audit for the FY 2026-27.
A resolution seeking approval of the Shareholders
for ratifying the remuneration payable to the Cost
Auditors for FY 2026-27 is provided in the Notice
forming part of this Annual Report.

Secretarial Auditors

Pursuant to Section 204 of the Act read with
the Rules thereof and SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015, the Members, at the 21^st Annual General
Meeting (AGM) of the Company held on
August 05, 2025, had appointed

M/s. M. C. Gupta & Co., Company Secretaries
as Secretarial Auditor of the Company
for a term of five consecutive years from
FY 2025-26 to FY 2029-30 at such remuneration,
as may be mutually agreed between the
Board of Directors of the Company and the
Secretarial Auditor.

The Secretarial Audit Report for FY 2025-26 is
annexed herewith as Annexure- A(I).

Pursuant to Regulation 24A of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015,
the Secretarial Audit Report of Dadra and Nagar
Haveli and Daman and Diu Power Distribution
Corporation Limited ('DNH-DD'), material unlisted
subsidiary, is to be annexed with the Annual Report
of the Company. The Secretarial Audit Report of
DNH-DD for FY 2025-26 is annexed herewith as
Annexure-A(ll).

There are no adverse observations in the
Secretarial Audit Reports which call for explanation.

13. Internal Financial Controls

The Company has in place and adequate internal
financial controls with reference to the Financial
Statements. The Statutory Auditors of the Company
have audited such controls with reference to the
Financial Reporting and their Audit Report is annexed
as Annexure A to the Independent Auditors' Report
under the Standalone Financial Statements and the
Consolidated Financial Statements which forms part
of the Integrated Annual Report.

14. Corporate Governance

In compliance with Regulation 34 read with
Schedule V of the Listing Regulations, the Report
on Corporate Governance forms part of the Annual
Report. Certificate of the Auditors regarding
compliance with the conditions of Corporate
Governance is annexed to the Board's Report as
Annexure - B.

15. Corporate Social Responsibility (CSR)

The CSR Activities undertaken by the Company
were under the thrust areas of Community
Healthcare, Education & Knowledge Enhancement
and Social care & concern. During the year, the
Company was required to spend ' 54.00 Crore
(2% of the average net profit of the past three
financial years). The total amount spent during
the year was ' 52.82 Crore. Further, the unspent
amount at the end of the year was transferred to
"Unspent CSR Account” of related ongoing projects
by the Company. The brief details of the major CSR
activities are described hereunder:

This year, we mainly; focus on the following
areas that enable inclusive & sustainable
community development;

• Community Healthcare, Sanitation & Hygiene -
REACH: Reach EAch CHild

• Social Care & Concern for Environment - Pratiti:
Reviving Public Spaces for Greener Cities

The brief of above activities is described hereunder

REACH: Driven by the belief of Chairman Emeritus,
Sudhir Mehta 'Children are the future of our
nation and this future must be well preserved’,

the flagship CSR programme of the Group "REACH”
was initiated in the year 2016 under the aegis of
UNM Foundation, a Section 8 Company ("UNMF”).

In the past years, UNMF adjusted its approach
towards community healthcare initiatives, which
are now carried out in two distinct categories viz.
Outreach Activities and Medical Services.

Outreach Activities

Outreach activities focus on reducing malnutrition
& anaemia amongst children in the age - group
of 6 months to 6 years. Under this programme,
we organise baseline screening camps across
various villages in Gujarat. Children are screened
for anaemia and malnourishment; necessary
interventions are done for possible improvement.
Children identified as malnourished or anaemic
or both are provided medical treatment and
supplementary nutrition. The treatment plan for
malnourished children is spread over a period of
3 months and anaemia treatment spans across
6 months.

1,84,000

Children screened through baseline screening
camps on Cumulative basis

1900

Villages covered in Gujarat on Cumulative
basis

60%

Children out of malnourishment

90%

Children out of anemia

Expanding Outreach to More Lives

In 2025-26, we have expanded our initiatives in more
than 150 villages with target to cover cumulative
total of more than 1,900 villages in Gujarat and
screened additional 20,000 children totalling more
than 1,84,000 children on a cumulative basis.

Adolescent girls’ Healthcare and Sanitation

One of our initiatives was focused on empowering
adolescent girls in rural areas by addressing
the taboo associated with menstruation and
promoting menstrual hygiene. Our programme
included interventions to encourage the use of bio¬
degradable re-usable sanitary pads and provide
education on menstrual hygiene. Female volunteers/
employees conduct counselling sessions and
distributes sanitary pads to adolescent girls
in Sugen, Pakhajan, Balasinor, Indrad, Chhapi,
Radhanpur, Dholera, Junagadh, Surel, Babra and
Bhatiya in Gujarat.13,518 adolescent girls from 235
villages across Gujarat benefitted in FY 2025-26,
cumulatively reaching 1,15,196 unique beneficiaries
across 1,750 villages in Gujarat.

1,15,000

Adolescent girls benefited

1,750

Villages covered on cumulative basis
Medical Services

UNM Children Hospital & Paediatric Primary
Health Centre (PHC)

In 2017, we have started four paediatric centres
in SUGEN Power Plant area- Surat, Dahej, Indrad,
and Balasinor of Gujarat with a focus on outpatient
departments (OPDs) as 'CARE' measures. In
2020, we achieved a significant milestone by
transforming the SUGEN paediatric centre into
a 150-bedded hospital, providing critical care to
children. Consequently, 8 more PHCs have been
started on daily basis at locations of Dediapada,

Waghai, Naswadi, Radhanpur, Chhapi, Junagadh,
Ankleshwar and Bhestan to reach and to serve
people in interior rural areas deprived of quality
affordable medical facilities. These centres provide
primary healthcare services to children, including
free medical consultations, basic laboratory tests,
and medications.

Cumulative status across all PHCs (excluding UNM
Children Hospital):

790

OPDs/day

2,38,000

OPDsFY2026

9,35,000

OPDs since inception

The Hub-and-Spokes Model

The PHCs serve as spokes, providing primary care,
while UNM Children Hospital at SUGEN serves as

the central hub managing more complex healthcare
needs. Cases identified at the PHCs that require
advanced care are referred to the hospital for
further treatment. In addition to primary care,
we focus on providing secondary and tertiary
care. In 2020, we reached a significant milestone
by upgrading our Sugen Paediatric Centre into a
150-bedded UNM Children Hospital, which now
serves as the hub of our medical services.

UNM Children Hospital: Enhancing Healthcare
Facilities

UNM Children Hospital is a state-of-the-art facility
offering both outpatient (OPD) and inpatient (IPD)
services, including advanced and critical surgeries
across multiple disciplines. Our hospital provides
advanced care in specialties such as Orthopaedics,
Ophthalmology, Neurology, Urology, Plastic
Surgery, Dental, ENT, and more. The hospital is
equipped with 150 beds, 4 operation theatres, a
20-bed NICU, a 17-bed PICU, and is NABH certified.

Strategic Shift to Advanced Surgical Care

During the year, UNM Children Hospital
significantly strengthened its clinical
capabilities through targeted enhancements
across diagnostics, critical care support and
specialised services, reinforcing its commitment
to delivering high-quality, technology-enabled
paediatric healthcare. The hospital added a
Siemens SOMATOM goTop 128-slice CT scanner,
enabling high-resolution imaging with reduced
radiation exposure for children. A Blood Storage
Unit equipped with advanced systems was
established to ensure safe and reliable 24*7
blood availability for surgeries and PICU/NICU
care. An advanced Microbiology Laboratory
featuring BACT/ALERT 3D and VITEK 2 Compact
systems was also commissioned, enabling faster
and more accurate diagnostics. In surgical care,
a fourth state-of-the-art operation theatre
was inaugurated to enhance surgical precision
and workflow efficiency. Additionally, a Child
Development Centre was established to provide
physiotherapy and occupational therapy for
children with autism, intellectual disabilities and
developmental delays.

Pratiti - Reviving Public Spaces for Greener
Cities:

The Pratiti programme aims to provide citizens with
accessible, sustainable green spaces for leisure
and recreation. The Company has successfully
revamped ten parks in Ahmedabad, Suart & Daman,
covering more than 2,39,000 square meters. In
Daman, Pratiti manages green stretches across
Jampore Beach, Devka Beach, and heritage
spaces within the Fort. Parks like Parimal Garden,
Victoria Garden, Swati Park, Shri Ravishankar
Maharaj Udhyan, Jyotindra Dave Garden and
Lake View Garden in Ahmedabad & Surat further
reflect Pratiti's commitment to building diverse,
multi-purpose urban spaces aligned with the UN
Sustainable Development Goals.

The Company's commitment to maintaining
these green spaces ensures their longevity
and continued accessibility to the public. All the
gardens are designed and developed with a mission
to provide the best environmental conditions to live
in, by providing the citizens with recreational areas
by creating parks, gardens, ponds, and lakes near
their neighbourhood with reduced level of air and

noise pollution by improving micro-alignment at the
city level, and to recharge groundwater through
ponds and lakes.

• Total Annual Foorfall to these Gardens ~91
lakh in the year.

The Report on CSR activities is annexed
herewith as Annexure - C.

Donations

The Company has made donations amounting to
H 21.41 Crore towards various organisations
engaged in activities related to Healthcare,
education, arts & culture, research and
development, science, sports, animal welfare,
disaster relief, upliftment of underprivileged
sections of the society, socio-economic
development including skill development, etc.

16. Environment, Health and Safety (EHS)

The Company remains fully committed to upholding
the highest standards of Environment, Health &
Safety across all its operations.

We recognise that a safe and healthy workplace
is integral to the success and sustainability of
our business.

Continual improvement in Environment, Health,
Safety and Sustainability (EHS&S) involves
a proactive, ongoing process of identifying
and implementing improvements to enhance
performance, reduce risks, and promote a culture
of safety and sustainability. We prioritise safety,
health and environmental responsibility through
our comprehensive EHS Policy which is aligned
with legal regulations and ISO standards. Statutory
requirements are dynamic in nature and keeping
up with EHS compliance is a foundational necessity
for businesses to sustain and grow. We keep on
assessing and updating our applicable statutory
compliances which are being ensured through
various internal and external mechanisms.

We have defined robust Safety Management System
which provides the Company with a framework
to improve employee safety and health, reduce
workplace risks and create better, safe working
conditions. The development and implementation
of a comprehensive Safety Management System
will support continual improvement and enable us
to develop and maintain a strong safety culture.

It consists of processes, practices, policies,
incident and hazard management, inductions and
training, risk management, statutory compliance,
audits and inspections for managing safety
risks. Consequently, 100% of employees and
contractual workforce have been trained on
various aspects of the Occupational Health and
Safety Management System.

Periodic health check for all employees working
in Operation and Maintenance. Designed a web
based - mobile application to track Individual
Health Improvement Plan, their fitness activities
and diet plan. Its access is given to all employees
to track their health and fitness status. Sangini- a
health and hygiene related awareness sessions for
women employees and women contract workers
by expert faculties in every quarter of the year
Continuous improvement in management systems
has enabled hazard elimination and risk reduction,
leading to the goal of Zero fatal incidents.

There were zero fatal incidents during the year and
the key Safety highlights are,

Generation:

• Upgradation of AMGEN fire alarm system at
Coal Handling Plant, and installation of new
flame detection system at F Station generating
unit, for early fire detection and improved fire
safety resilience.

• AMGEN's safety system was featured as
a best practice in the CII Industrial Safety
publication titled "Enhancing Safety Culture
Through Comprehensive Safety Induction,
Practical Assessment & Validation” underlining
the organisation's unwavering commitment
to maintaining the highest standards of
safety excellence.

• Under the flagship of Fit AMGEN fitness initiatives,
organised AMGETHON - an annual marathon,
celebrated World Heart Day in the form of virtual
marathon and celebrated Yoga Day (3 days).

• Robust Safety Planning for major Shutdown
resulting in annual shutdown completed in
AMGEN & SUGEN with zero injury and a noticeable

reduction in safety observations. Following were
Key elements:

- Practical safety gallery and skill assessment

- Continuous monitoring and explicit on-ground
safety supervision

- Senior leadership safety round

- Plant safety inspection round by officers of non-
O&M departments (Finance, HR, Stores etc.)

• Launched Virtual Reality (VR)-based safety
training modules on - Work at height, Hot work,
Confined space entry, Electrical Safety & LOTO,
Fire prevention & firefighting etc.

• In RE sites, 345 mock drills were conducted and
implemented Digital Transformation for tracking
of Safety observations, root cause failure analysis
(RCFA) & timely closure of action points.

• Deployed robotic cleaning systems at the Surel
& Babra RE sites and that significantly reduced
soiling losses & conserved water Total 27,910 KL
water saved by robotic dry cleaning and expansion
of this solution under evaluation.

Distribution:

• Socket Polarity Testers integrated with Residual
Current Device (RCD) testing, enabling ease in
identifying the polarity of Electrical Sockets of LT
Network and extension boards. It also helped in
testing operation functionality and healthiness
of ELCB

• Building Risk Assessment of all AMDIST
(Ahmedabad Distribution Unit) locations.

• Robotic Cleaning Systems for overhead and
underground water tanks, minimising confined
space risks and improved operational safety.

• Public Electrical safety awareness initiatives
for community:

- Electrical safety tips in newspapers, newsletters,
and energy bills specifically during pre-monsoon.

- Electrical safety announcements on FM radio.

- Public electrical safety awareness message boards
displayed at transformer fences and hoardings
at substations.

- Public Electrical Safety Awareness programs for
School & College students and for consumers of
Residential Societies including practical operation
of ELCB (demo model

As a part of our dedication to sustainability and
responsible practices, we have set ambitious
targets to reduce our greenhouse gas emissions
and are actively exploring innovative methods to
minimise our environmental impact. Company
has been strategically expanding its footprint in
the renewable energy sector by venturing into
emerging green business domains such as Pumps
Storage, Green Hydrogen/Ammonia, EV charging
infrastructure and Solar Rooftop installations, and
has been actively exploring new opportunities in
the power distribution business. By diversifying
our energy mix with cleaner fuels and renewable
sources, we aim to significantly reduce our carbon
footprint. We also prioritise water conservation
through initiatives such as rainwater harvesting and
responsible freshwater consumption. Our goal is to
achieve 100% non-hazardous recycling and zero
waste at landfill sites, reflecting our commitment
to environmental stewardship. The key Environment
highlights in this business year are:

• Focus on reducing Specific Water Consumption in
both Coal & Gas based Power generation units by
efficient water use through reuse, recycling and
operational controls.

• Overall rainwater collection of ~2.12 lakh m³,
used in process which resulted in reduced
freshwater drawl.

• ~2000 trees were planted

• AMGEN: New 30 KLD Sewage Treatment Plant is
now operational and recycled treated water is
used for gardening purposes.

• SUGEN: Developed Waste management module to
digitise tracking, data collection and monitoring.

• DGEN: Residential township ( Meghdhanush
Township) has received "Platinum” rating (highest
in the rating system) by Indian Green Building
Council (IGBC).

• Distribution:

- 230 nos. of CSS (Compact Secondary Substation)
installed in network resulting in reduced land

requirement (~2,413 sq m) compared to conventional
DSS, and also ~80% reduction in construction
material used.

- Promoting use of biodegradable natural ester oil
filled DTs instead of conventional mineral oil filled DTs,
thereby helping in improved efficiency & reduced
land contamination.

- R22 ACs replaced with R410 & R32 Variable
Refrigerant Volume ACs minimise the gas volume
from 28 to 21 tons.

• Non-Hazardous & hazardous waste generated
were managed in accordance with applicable
regulatory requirements for handling, storage and
disposal through authorised utilisation channels.
A comprehensive overview of the Company's
environmental protection and biodiversity
conservation efforts can be found in the
Environment section of Integrated Report.

17. Vigil Mechanism

The Company has in place a Vigil Mechanism/
Whistle Blower Policy pursuant to the applicable
statutory requirements. The details of the Whistle
Blower Policy are explained in the Report on
Corporate Governance.

18. Investor Education and Protection
Fund (IEPF)

Pursuant to the provisions of Sections 124 and 125
of the Act and Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund)
Rules, 2016 as amended from time to time, the
Company has, during the year under review,
credited unpaid/unclaimed Dividend to IEPF
Authority and equity shares to the Demat account
of IEPF Authority as per the details mentioned below:

During the year under review, the Company has also credited following dividend to IEPF Authority against equity
shares already transferred:

* Net of Tax Deducted at Source (includes Tax Surcharge Cess as applicable) which was H 24,79,836/- and H 79,47,537/- for
FY2024-25 (Final dividend) and FY2025-26 (interim dividend) respectively.

The Members whose shares and unclaimed dividend have been transferred to the IEPF Demat Account and
IEPF account respectively, may claim the shares or apply for refund of dividend by making an application to the
IEPF Authority in web Form IEPF-5 (available onhttp://www.iepf.gov.in). The details of Members whose dividend
remained unpaid/unclaimed for 7 consecutive years or more may be accessed at the Company's website at
www.torrentpower.com.

The details of unpaid/unclaimed dividend lying in unpaid Dividend accounts as on March 31, 2026, are
mentioned below:

The actual amount lying in unpaid dividend
accounts along with corresponding shares related
thereto will be transferred to IEPF Authority within
statutory timeline as applicable.

Rahul Shah, Company Secretary, has been
appointed as Nodal Officer of the Company
and details of the Nodal Officer are available on
the website of the Company athttps://www.
torrentpower.com/index.php/investors/iepf.

19. Business Responsibility and
Sustainability Report

As stipulated under Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Business Responsibility and
Sustainability Report (BRSR) along with Assurance
Report forms part of the Integrated Annual Report.

20. Risk Management

The Company has in place a Risk Management
framework for a systematic approach to control
risks. The Risk Management Policy of the Company
lays down procedures for risk identification,
assessment, monitoring, review and reporting. The
Policy also lists the roles and responsibilities of the
Board, Risk Management Committee, Chief Risk
Officer, Risk Champions and Risk Co-ordinators.
The Risk Management process is reviewed and
monitored by the functional heads.

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

21. Particulars of Contracts or
Arrangements with Related Parties

The particulars of contracts or arrangements with
the related parties are given in the prescribed Form
AOC-2, annexed herewith as Annexure - D and in
the section on the Related Party Transactions in
the Report on Corporate Governance.

22. Particulars of Employees and Related
Disclosures

The details in terms of Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 as amended from time to time, are forming
part of this Report as Annexure-E.

23. Protection of Women against Sexual
Harassment at Workplace

The Company is fully compliant with the provisions
relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Company has also framed
and implemented a formal policy in accordance with
the said Act.

Each unit of the Company has constituted a
separate Internal Complaints Committee to address
and redress complaints of sexual harassment.

The details as required under Rule 8(5)(x) of
the Companies (Accounts) Rules, 2014 during
FY 2025-26 are as under:

There are no cases pending or carried forward as
at the end of the year

24. Disclosure on Compliance of Maternity
Benefit

The Company is fully compliant with the provisions
of Maternity Benefit Act, 1961/Code on Social
Security, 2020 (to the extent notified and
applicable).

25. Extract of the Annual Return

In terms of Section 92(3) of the Act and Rule 12 of
the Companies (Management and Administration)
Rules, 2014, the annual return of the Company is
available on the website of the Companyhttps://
www.torrentpower.com/index.php/investors/
annualreturn

26. Conservation of Energy, Technology
Absorption, Foreign Exchange
Earnings and Outgo

The details relating to conservation of energy,
technology absorption, foreign exchange earnings
and outgo prescribed under Section 134(3)(m) of
the Act read with Companies (Accounts) Rules,
2014 are given in the Annexure-F, which forms part
of this Report.

27. Other Disclosures

• During the year under review, the Company has
neither accepted nor renewed any fixed deposits.

• During the year under review, there are no
changes in the nature of business.

• There are no material changes and commitments
affecting the financial position of the Company,
which has occurred between end of Financial Year
i.e. March 31,2026 and the date of Board's Report
i.e. May 12, 2026.

• No significant and material orders were passed
by the regulators or courts or tribunals impacting
the going concern status and the Company's
operation in future.

28. Appreciation and Acknowledgements

The Board of Directors is pleased to place
on record its appreciation for the continued
support received from all stakeholders including
government, regulatory authorities and financing
institutions. The Board is thankful to the Members
and employees for their unstinted support
and contribution.

For and on behalf of the Board of Directors

Samir Mehta

May 12, 2026 Chairman

Ahmedabad DIN: 00061903