Your Directors are pleased to present the 29^th Annual Report along with the Audited Financial Statements of your
Company for the financial year ended March 31, 2025 ("FY 2024-25/ FY25”).

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the
relevant applicable Indian Accounting Standards ("Ind AS”) and the provisions of the Companies Act, 2013 ("Act”).

The summarised financial highlight is depicted below:

Notes:

(Figures below ' 50,000 are denominated with *)

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. There has been no change in nature of business of your Company.

3. Previous year figures have been restated considering that the amalgamation of Adani Power (Jharkhand) Limited has taken
place from first day of the earliest period presented i.e. April 1,2023 as required under Appendix C of Ind As 103.

Performance Highlights
Consolidated:

The key aspects of your Company's consolidated

Performance during the FY 2024-25 are as follows:

a) Revenue

Your Company sold 95.9 billion units of electricity
during FY 2024-25 as against 79.4 billion units in
FY 2023-24 from all the plants with Plant
Load Factor (PLF) increasing from 64.7% in
the previous year to 70.5% in FY 2024-25.
Capacity under operation increased from 15,250
MW in FY 2023-24 to 17,550 MW in FY 2024-25
following the acquisition of 600 MW of
operational thermal plant (along with 1,320 MW
of under construction thermal power plant) of
Korba Power Limited ("KPL') (Formerly Known as
Lanco Amarkantak Power Limited), 1200 MW of
Coastal Energy Private Limited, now amalgamated
with Moxie Power Generation Limited (MPGL)
and 500 MW of Dahanu Thermal Power plant.

The consolidated total income of your Company
for FY 2024-25 stood at ' 58,905.83 crore
as against ' 60,281.48 crore for FY 2023-24
showing a decrease of 2.3%. The consolidated
revenue for FY 2024-25 comprised revenue from
operations of ' 56,203.09 crore and other income
of ' 2,702.74 crore as compared to ' 50,351.25
crore and ' 9,930.23 crore respectively for
FY 2023-24. Revenue from operations for
FY 2024-25 registered a growth of 11.6% over the
previous year due to higher sales volume, capacity
expansion partly offset by lower tariff realisation.
Other income for FY 2024-25 registered a
decrease of 72.8% over the previous year due to
recognition of higher one-time carrying cost and
late payment surcharge, on account of regulatory
orders during FY 2023-24.

b) Operating and Administrative Expenses

Consolidated Operating and Administrative
Expenses during FY 2024-25 were ' 34,897.65 crore,
which have increased by 8.5% from ' 32,170.55 crore
in FY 2023-24. The increase is mainly due to higher
fuel cost owing to higher volume offset by reduction
in coal rate and also due to higher other expenses
on account of acquisitions. The percentage of
Operating and Administrative Expenses to Total
Income has increased to 59.2% in FY 2024-25 from
53.4% in FY 2023-24. The increase is mainly due to
higher one time income forming part of total income
during previous year.

c) Depreciation and Amortization Expenses

Consolidated Depreciation and Amortization
Expenses during FY 2024-25 were ' 4,308.88 crore,
which have increased by 9.6% from ' 3,931.33 crore
in FY 2023-24 primarily due to acquisitions.

d) Finance Costs

Consolidated Finance Costs during FY 2024-25
were ' 3,339.79 crore, which have decreased by
1.4% from ' 3,388.09 crore in FY 2023- 24, mainly
due to reduction in rate on account of improved
credit rating which is partially offset by increase due
to acquisitions.

e) Tax

Consolidated Tax Expense of ' 3,609.90 crore
during FY 2024-25 as compared to Tax credit of
' 37.28 crore during FY 2023-24 which was mainly
due to deferred tax liability on account of utilisation
of unabsorbed depreciation.

f) Total Comprehensive Income for the year

Consolidated Total Comprehensive Income for
FY 2024-25 was lower by 38.7% at ' 12,746.92 crore
as compared to Total Comprehensive Income of
' 20,801.30 crore in FY 2023-24.

For detailed insights into our operational performance,
please refer to the operational performance section
within this Integrated Report on page 90.

Financial Performance of Key Subsidiaries

Financial Performance of Mahan Energen Limited
(MEL):

Total Income for FY 2024-25 increased by 11.0%
to ' 4,219.97 crore, compared to ' 3,803.62 crore
in FY 2023-24, driven by higher volumes from new
capacity tie-ups under a long term PPA and increased
merchant sales.

EBITDA for the year grew by 26.8% to ' 1,893.43 crore,
compared to ' 1,493.27 crore in the previous year,
supported by higher volumes and lower fuel costs.

Depreciation for FY 2024-25 was ' 270.25 crore, as
against ' 98.39 crore in FY 2023-24, on account of
higher depreciation on reversal of impairment provisions.
Finance Costs increased to ' 440.70 crore from ' 373.91
crore in FY 2023-24, due to one time impact of other
finance costs on account of capitalised other borrowing
costs being charged to P&L.

Profit Before Tax and Exceptional Items increased to
' 1,182.48 crore in FY 2024-25, as against ' 1,020.97
crore in the previous year. Exceptional Items were NIL

for FY 2024-25, in comparison to, Exceptional items of
' 2,950.00 crore during FY 2023-24, towards a reversal
of impairment provisions. Profit After Tax for FY 2024-25
was ' 374.19 crore, compared to ' 3,056.52 crore in
FY 2023-24. Total Comprehensive Income for the year
was ' 373.35 crore, ' 3,056.57 crore in the previous year.

Financial Performance of Moxie Power Generation
Limited (MPGL):

MPGL, reported Total income of ' 1,587.34 crore
for FY 2024-25 and EBITDA of ' (127.18) crore.
Depreciation charge and Finance costs for FY 2024-25
were ' 211.70 crore and ' 148.65 crore, respectively.
MPGL, reported Loss before Tax of ' 487.53 crore
for FY 2024-25. The Total Comprehensive Loss for
FY 2024-25 was ' 371.30 crore.

Financial Performance of Korba Power Limited
(KPL):

KPL contributed ' 742.49 crore towards Consolidated
total income and ' 187.03 crore towards Consolidated
EBITDA. KPL's Contribution to depreciation charge
and finance cost was ' 11.24 crore and ' 94.48 crore,
respectively. KPLs contribution to total comprehensive
income for financial year 2024-25 was ' 60.71 crore.

Key Developments / Strategic Acquisitions/
Divestments

Acquisition and amalgamation of Coastal Energen
Private Limited with Moxie Power Generation
Limited

The National Company Law Tribunal ("NCLT”) Chennai
sanctioned the resolution plan submitted by the
Consortium, of which your Company is a part with
a 49% share, for acquiring Coastal Energen Private
Limited ("CEPL'), a company undergoing the Corporate
Insolvency Resolution Process under the Insolvency and
Bankruptcy Code.

The acquisition process was completed on August 31,
2024. CEPL was simultaneously amalgamated with Moxie
Power Generation Limited ("MPGL'), a special purpose
vehicle of the Consortium in which APL has a 49%
share. MPGL owns a 2x600 MW (1,200 MW) operational
thermal power plant in Thoothukudi (Tuticorin)
District of Tamil Nadu. It has 558 MW (gross) PPA with
Tamil Nadu DISCOM.

The NCLT order has been challenged before the
NCLAT, Chennai by the erstwhile Director / Promoter -
Shareholders of CEPL. On September 6, 2024, NCLAT
passed an order of status quo ante, directing Resolution
Professional to operate the power plant, which order
was modified by the Hon'ble Supreme Court ("SC”) on

September 12, 2024, to status quo as was operating on
September 6, 2024 (on September 6, 2024, Consortium
was operating the power plant). Pursuant to SC order, the
appeals were listed before the NCLAT on November 18,
2024 and various other dates, wherein the applications
filed by the Consortium, of challenging the maintainability
of the appeals, were heard and reserved for Orders.

Acquisition of Lanco Amarkantak Power Limited

Your Company acquired Lanco Amarkantak Power
Limited ("LAPL”), a company undergoing the Corporate
Insolvency Resolution Process under the Insolvency and
Bankruptcy Code, on September 6, 2024. Subsequent to
the acquisition, the name of LAPL was changed to Korba
Power Limited ("KPL'). KPL has an operational thermal
power capacity of 2x300 MW (600 MW) at Korba,
Chhattisgarh, which supplies power to Haryana
and Madhya Pradesh DISCOMs under Power selling
arrangements with Power Trading Corporation Limited It
is also setting up 2x660 MW (1,320 MW) thermal power
expansion capacity at this location under its Phase-II
expansion project.

Acquisition of Adani Dahanu Thermal Power
Station

Your Company acquired the 2x250 MW (500 MW)
Adani Dahanu Thermal Power Station ("ADTPS”),
located at Dahanu, Palghar District, Maharashtra, on
September 30, 2024, through a Business Transfer
Agreement (BTA). ADTPS supplies power under a PPA
to Mumbai power distribution circle of Adani Electricity
Mumbai Limited (AEML).

Acquisition of Mirzapur Thermal Energy (UP)
Private Limited

Your Company has acquired Mirzapur Thermal Energy
(UP) Private Limited ("MTEUPPL') from Adani Infra (India)
Limited on June 5, 2024. MTEUPPL became a wholly
owned subsidiary of your Company on July 23, 2024.
The acquisition is aimed at capacity augmentation of
your Company and for setting up infrastructure facilities
on the land owned by MTEUPPL.

Acquisition of Orissa Thermal Energy Limited

Your Company acquired Orissa Thermal Energy Private
Limited ("OTEPL”), making it a wholly owned subsidiary
on September 27, 2024. OTEPL was converted into a
Public Limited Company on December 30, 2024, and
renamed to Orissa Thermal Energy Limited ("OTEL”).
The acquisition is aimed at capacity augmentation of
your Company and for setting up infrastructure facilities
on the land owned by OTEL.

Anuppur Thermal Energy (MP) Private Limited

Your Company acquired Anuppur Thermal Energy
(MP) Private Limited ("ATEMPL”) on September 27,
2024 and converted it to a wholly owned subsidiary
on October 3, 2024. The acquisition is aimed at
capacity augmentation of your Company and for
setting up infrastructure facilities on the land
owned by ATEMPL.

Proposed acquisition of Vidarbha Industries Power
Limited

The Committee of Creditors of Vidarbha Industries
Power Limited ("VIPL'), a company undergoing Corporate
Insolvency Resolution Process under the Insolvency and
Bankruptcy Code, has approved the Resolution Plan
submitted by the Company. Following this, your Company
has received a Letter of Intent from VIPLs Resolution
Professional. VIPL operates a 2x300 MW (600 MW)
thermal power plant in Butibori, Nagpur, Maharashtra.

Amalgamation of Adam Power (Jharkhand) Limited
with the Company

During FY 2024-25, your Company filed a Scheme of
Amalgamation for amalgamation of its wholly owned
subsidiary, Adani Power (Jharkhand) Limited ("APJL'),
with itself with effect from the Appointed Date under
the Scheme, i.e. April 1, 2024. APJL owns and operates
a 2x800 MW (1600) Ultra-supercritical thermal power
plant in Godda district of Jharkhand, which supplies
power on a transnational basis to the Bangladesh Power
Development Board of Bangladesh.

Hon’ble National Company Law Tribunal, Ahmedabad
Bench sanctioned the Scheme of Amalgamation by
its order dated April 4, 2025, which became effective
upon fulfilment of the necessary conditions on
April 25, 2025.

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

Amalgamation of Stratatech Mineral Resources
Private Limited with Mahan Energen Limited

Stratatech Mineral Resources Private Limited ("SMRPL'),
a subsidiary of Adani Enterprises Limited, was
amalgamated with your Company’s subsidiary Mahan
Energen Limited (MEL) with effect from the Appointed
Date under the Scheme, i.e. April 1, 2024.

SMRPL was the successful allocatee of the Dhirauli Coal
Mine under a Coal Block Development and Production
Agreement. The Dhirauli Coal Mine has a peak rated
capacity to produce 6.5 million tonnes per annum of coal
and is located in close proximity to the thermal power
plant of MEL. The purpose of the amalgamation is to
enhance fuel security and cost efficiency of MEL.

Hon’ble National Company Law Tribunal, Ahmedabad
Bench sanctioned the Scheme of Amalgamation by
its order dated November 7, 2024, which became
effective on December 4, 2024, upon fulfilment of the
necessary conditions.

Credit Rating Upgrade

CRISIL Ratings has upgraded credit ratings assigned to
long-term and short-term bank loan facilities of APL to
AA/Stable and assigned AA/Stable rating to its proposed
NCD issue. ICRA has assigned AA; Stable / A1 credit
rating to APLs Bank Loan facilities. ICRA, CARE Ratings
and India Ratings have assigned AA; Stable credit rating
to the proposed NCDs.

India Ratings has assigned AA/Stable rating to the
combined facilities of APL and the erstwhile APJL
post-amalgamation, thereby upgrading the rating of
APJLs facilities from BBB/Stable to AA/Stable.

India ratings and CARE Ratings have assigned AA-; Stable
rating to Long Term Bank Loan facilities of recently
acquired Korba Power Limited (KPL).

India ratings have assigned AA-; Stable rating to Long Term
Bank Loan facilities of Mahan Energen Limited (MEL).

Top Sustainability Score in Global Electric Utilities

Your Company scored 68 in the S&P Global Corporate
Sustainability Assessment (CSA) for FY 2023-24,
surpassing the sectoral average of 42 and its previous
score of 48. Your Company ranks in the top 80 percentile
globally among electric utilities, excelling in areas like
Human Rights, Transparency and Reporting, Water, and
Waste Management (ranking in the top 100 percentile)
and performed strongly in Energy, Occupational Health
and Safety, and Community Relationship (90 percentile
or above category).

Adani Power Middle East Ltd (Incorporation of an
Overseas Wholly Owned Subsidiary)

Your Company has incorporated a wholly owned
subsidiary, "Adani Power Middle East Ltd," in Abu Dhabi,
United Arab Emirates on August 26, 2024. The subsidiary
will focus on investments in power, infrastructure, and
related fields.

Adam Power Global Pte. Ltd. (Incorporation of an
Overseas Wholly Owned Subsidiary)

Your Company has established a wholly owned
subsidiary, "Adani Power Global Pte. Ltd." in Singapore on
June 14, 2024. The subsidiary intends to invest in power,
infrastructure, and related fields.

Power Supply Agreement with MSEDCL

Your Company entered into a Power Supply Agreement
(PSA) for supply of 1,496 MW (net) for a period of 25
years with the Maharashtra State Electricity Distribution
Company Limited (MSEDCL) on October 20, 2024, to be
supplied from a new 1600 MW Ultra-supercritical thermal
power project. The thermal capacity has been awarded
on Design, Build, Finance, Own and Operate (DBFOO)
basis with sourcing of fuel from coal linkages allocated
under Para B (iv) of the SHAKTI Policy. The power supply
under the proposed PSA will commence three and a half
years after the appointed date as defined thereunder in
the case of Unit 1 (800 MW) and four years in the case
of Unit 2 (800 MW).

Power Purchase Agreement under Captive User
Policy

Mahan Energen Limited (MEL), a subsidiary of your
Company, issued "Class B" equity shares to M/s Reliance
Industries Limited (RIL) on July 9, 2024, granting RIL a
26% ownership stake in one Unit of 600 MW capacity
in MEL's 1200 MW power plant at Singrauli (Madhya
Pradesh) and signed a 20-year long-term Power Purchase
Agreement (PPA) for 500 MW under the Captive User
policy as defined under the Electricity Rules, 2005.
This arrangement ensures a reliable power supply for RIL
and enhances MELs long-term revenue visibility.

Credit Rating

Your Company's financial discipline and prudence is
reflected in the strong credit ratings ascribed by rating
agencies. The details of credit rating are disclosed in the
Corporate Governance Report, which forms part of this
Integrated Annual Report.

Dividend and Reserves
Dividend

The Board of Directors of your Company ("Board”), after
considering the relevant circumstances holistically and
keeping in view your 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, the preference shareholders in your
Company are holding 4,15,86,207 0.01% compulsorily
redeemable preference shares of ' 100 each fully

paid-up. These preference shares bear dividend at
the rate of 0.01% per annum for each financial year.
Thus, a dividend aggregating to ' 4,15,862.07 to the said
preference shareholders has been paid during the year.

Dividend Distribution Policy

The Dividend Distribution and Shareholder Return
Policy, in terms of Regulation 43A of the SEBI Listing
Regulations is available on your Company's website and
link for the same is given in Annexure-A of this report.

Transfer to Reserves

As permitted under the Act, the Board does not propose
to transfer any amount to General Reserves. The closing
balance of the retained earnings of your Company for
FY 2024-25, after all appropriations and adjustments,
was ' 28,758.98 crore.

Share Capital

During the year under review, there was no change in the
authorised and paid-up share capital of the Company.
The equity authorised share capital of your Company is
' 24,800 crore and paid-up equity share capital of your
Company is ' 3,856.94 crore.

Non-Convertible Debentures (NCDs)

In the meeting of the Board held on October 28, 2024
the proposal to raise funds by issuing Non-Convertible
Debentures (NCDs) up to ' 2,500 crore through private
placement and ' 2,500 crore through public issue was
approved. Later, the management proposed to raise
funds up to ' 11,000 crore, inclusive of the previously
approved amount, through public issue and/or private
placement in one or more tranches at the Board Meeting
held on January 29, 2025..

Your Company has a secure long-term revenue stream
from its power purchase agreements, fuel supply
agreements, and a profitable merchant power portfolio,
making it suitable for long-term debt instruments. Your
Company anticipates significant demand for its NCDs
following the receipt of an AA/Stable rating from credit
rating agencies. Therefore, your Company enhanced and
combined the previously approved fundraising limit to
' 11,000 crore through public issue or private placement.

The proceeds from the NCDs shall be utilised for
funding capital expenditure, prepayment/repayment of
debt, part-refinancing existing debt, general corporate
purposes, or any other valid purpose as deemed fit by the
Management Committee of the Board.

The issuance of NCDs will provide several benefits,
including diversification of funding sources, optimising

capital structure and average maturity of debt, and
enhancing liquidity and financial flexibility.

The proposed issuance of NCDs is a strategic initiative
to enhance your Company's financial stability, support its
growth objectives, and diversify its funding sources.

Public Deposits

Your Company has never accepted any deposit(s)
including during the year under review. Thus, there were
no outstanding deposits within the meaning of Section
73 to 76 of the Act read with rules made thereunder
at the end of Financial Year 2024-25 or the previous
financial years.

Particulars of loans, guarantees or investments

The provisions of Section 186 of the Act, with respect
to a loan, guarantee, investment or security are 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 given in the notes forming part of the
financial statements.

Subsidiaries, Joint Ventures and Associate
Companies

A list of subsidiaries / associates / joint ventures of
your Company is provided as part of the notes to the
consolidated financial statements.

During the year under review, the following entities
were formed / acquired by your Company / subsidiaries
/ joint ventures:

Ý Mirzapur Thermal Energy (UP) Private Limited

Ý Anuppur Thermal Energy (MP) Private Limited

Ý Korba Power Limited (formerly known as Lanco
Amarkantak Power Limited)

Ý Stratatech Mineral Resources Private Limited

Ý Orissa Thermal Energy Limited ("OTEL') (formerly
known as Padmaprabhu Commodity Trading Private
Limited) and the status of OTEL has been changed
from "Private Limited” to "Public Limited” with w.e.f.
December 31, 2024.

Ý Adani Power Global Pte. Ltd. (incorporated
in Singapore)

Ý Adani Power Middle East Ltd (incorporated in Abu
Dhabi, United Arab Emirates)

Ý Coastal Energen Private Limited ("CEPL') (stands
merged with Moxie Power Generation Limited)

Adani Power (Jharkhand) Limited ceased to be subsidiary
of your Company upon Scheme of Amalgamation made
effective from April 4, 2025.

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 of the Company 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
this Integrated 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).

Material Subsidiaries

Based on Financial Statement as on March 31, 2025,
your Company does not have any material subsidiary.
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 at
the level of subsidiaries and joint ventures of your
Company are covered in the Management Discussion
and Analysis Report, which forms part of this
Integrated Annual Report.

Directors and Key Managerial Personnel

As on March 31, 2025, your Company's Board has total 6
(six) members comprising of one Executive Director, two
Non-Executive and Non-Independent Directors and three
Independent Directors including two Woman Directors.
The details of Board and Committee composition,
tenure of directors, and other details are available in the
Corporate Governance Report, which forms part of this
Integrated Annual Report.

In terms of the requirement of the SEBI Listing
Regulations, the Board has identified core skills, expertise,

and competencies of the Directors in the context of the
Company's business for effective functioning. The key
skills, expertise and core competencies of the Board
of Directors are detailed in the Corporate Governance
Report, which forms part of this Integrated Annual Report.

In the opinion of the Board, the Independent Director(s)
appointed during the year possess requisite integrity,
expertise, experience and proficiency.

Further the Board appointed Mr. Dilip Kumar Jha as
the Chief Financial Officer and KMP of the Company
w.e.f. April 1, 2024.

Appointment/Cessation/Change in Designation of
Directors

During the year under review, Mrs. Sangeeta Singh
(DIN: 10593952) has been appointed as an Independent
Director of your Company with effect from May 1, 2024.

Re-appointment of Director(s) retiring by rotation

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 S. Adani (DIN:
00006322) is liable to retire by rotation at the ensuing
AGM and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of
Mr. Rajesh S. Adani as Director for your approval.
Brief details, as required under Secretarial Standard-2
and Regulation 36 of SEBI Listing Regulations, are
provided in the Notice of ensuing AGM.

Declaration from Independent Directors

Your Company has received declarations from all the
Independent Directors of your Company confirming that
they meet the criteria of independence as prescribed
under Section 149(6) 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. The Independent
Directors have also given declaration of compliance with
Rules 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, with respect to
their name appearing in the data bank of Independent
Directors maintained by the Indian Institute of
Corporate Affairs.

Key Managerial Personnel:

As on the date of this report, following are Key Managerial
Personnel ("KMPs”) of the Company as per Sections 2(51)
and 203 of the Act:

Ý Mr. Anil Sardana, Managing Director

Ý Mr. S. B. Khyalia, Chief Executive Officer

Ý Mr. Dilip Kumar Jha, Chief Financial Officer*

Ý Mr. Deepak S Pandya, Company Secretary
* appointed w.e.f. April 1, 2024

Committees of Board

As required under the Act and the SEBI Listing
Regulations, your Company has constituted various
statutory committees. Additionally, the Board has formed
other governance committees and sub-committees to
review specific business operations and governance
matters including any specific items that the Board
may decide to delegate. The Board, with primary
motive of administrative convenience, also constituted
Management Committee to review and operate day to
day operations of your Company. As on March 31, 2025,
the Board has constituted the following committees /
sub-committees.

Statutory Committees:

Ý Audit Committee

Ý Nomination and Remuneration Committee

Ý Stakeholders Relationship Committee

Ý Risk Management Committee

Ý Corporate Social Responsibility Committee

Governance Committees:

Ý Corporate Responsibility Committee

Ý Information Technology and Data Security Committee

Ý Legal, Regulatory and Tax Risk Committee

Ý Reputation Risk Committee

Ý Mergers and Acquisitions Risk Committee

Ý Commodity Price Risk Committee

Details of all the committees such as terms of reference,
composition and meetings held during the year under
review are disclosed in the Corporate Governance Report,
which forms part of this Integrated Annual Report.

Number of meetings of the Board

The Board met 6 (six) times during the year under
review. The intervening gap between the meetings did
not exceed 120 days, as prescribed under the Act and
SEBI Listing Regulations. The details of board meetings
and the attendance of the Directors are provided in the
Corporate Governance Report, which forms part of this
Integrated Annual Report.

Independent Directors' Meeting

The Independent Directors met on March 27, 2025,
without the attendance of Non-Independent Directors
and members of the management. The Independent

Directors reviewed the performance of Non-Independent
Directors, the Committees and the Board as a whole
along with the performance of the Chairman of your
Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed
the quality, quantity and timeliness of flow of
information between the management and the Board
that is necessary for the Board to effectively and
reasonably perform their duties.

Board Evaluation

The Board carried out an annual performance evaluation
of its own performance and that of its Committees and
Individual Directors as per the formal mechanism for
such evaluation adopted by the Board. The performance
evaluation of all the Directors was carried out by the
Nomination and Remuneration Committee ("NRC”).

The performance evaluation of the Chairman, the
Non-Independent Directors, the Committees and the
Board as a whole was carried out by the Independent
Directors. The exercise of performance evaluation was
carried out through a structured evaluation process
covering various aspects of the Board functioning such
as composition of the Board and Committees, experience
and competencies, performance of specific duties and
obligations, contribution at the meetings and otherwise,
independent judgment, governance issues, etc.

The results of the evaluation showed a high level of
commitment and engagement of Board, its various
committees and senior leaders hip. The recommendations
arising from the evaluation process were discussed at
the Independent Directors' meeting held on March 27,
2025 and also at the meeting of NRC and Board, both
held on March 27, 2025. The suggestions were
considered by the Board to optimise the effectiveness
and functioning of the Board and its committees.

Board Familiarisation and Training Programme

The Board is regularly updated on changes in statutory
provisions, as applicable to your Company. The Board is also
updated on the operations, key trends and risk universe
applicable to your Company's business. These updates
help the Directors in keeping abreast of key changes
and their impact on your Company. An annual strategy
retreat is conducted by your Company where the Board
provides its inputs on the business strategy and long-term
sustainable growth for your Company. Additionally, the
Directors also participate in various programs / meetings
where subject matter experts apprise the Directors
on key global trends. The details of such programs are
provided in the Corporate Governance Report, which
forms part of this Integrated Annual Report.

Policy on Directors' appointment and
remuneration

Pursuant to Section 178(3) of the Act, your Company
has framed a policy on Directors' appointment and
remuneration and other matters ("Remuneration Policy”)
which is available on the website of your Company and
link for the same is given in Annexure-A of this report.

The Remuneration Policy for selection of Directors and
determining Directors' independence sets out the guiding
principles for the NRC for identifying the persons who
are qualified to become the Directors. Your Company's
Remuneration Policy is directed towards rewarding
performance based on review of achievements.
The Remuneration Policy is in consonance with existing
industry practice.

We affirm that the remuneration paid to the Directors is
as per the terms laid out in the Remuneration Policy.

Your Company had taken shareholders approval for
payment of commission to its Independent Directors at
the AGM of the Company held on June 25, 2024. For the
FY 2024-25, Board of Directors of your Company has
approved payment of commission of ' 30.00 lakhs to
each of the Independent Directors.

Board Diversity

Your Company recognises and embraces the importance
of a diverse Board in its success. The Board has adopted
the Board Diversity Policy which sets out the approach
to the diversity of the Board of Directors. The said Policy
is available on your Company's website and link for the
same is given in Annexure-A of this report.

Succession Plan

Your Company has an effective mechanism for
succession planning which focuses on orderly succession
of Directors, Key Management Personnel and Senior
Management. The NRC implements this mechanism in
concurrence with the Board.

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 the management of 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

your Company at the end of the financial year and
of the profit of your Company for that period;

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

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

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

f. proper systems have been devised 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 controls
and their adequacy are included in the Management
Discussion and Analysis Report, which forms part of this
Integrated Annual Report.

Risk Management

Your 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 your
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 Report, which
forms part of this Integrated Annual Report.

Compliance Management Mechanism

Your Company has deployed a Statutory Compliance
Mechanism providing guidance on broad categories of
applicable laws and process for monitoring compliance.
In furtherance to this, your Company has instituted
an online compliance management system within the
organisation to monitor compliances and provide update
to the senior management on a periodic basis. The Audit

Committee and the Board periodically monitor the status
of compliances with applicable laws.

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 details of the CSR Committee are provided in the
Corporate Governance Report, which forms part of this
Integrated Annual Report. The CSR policy is available on
the website of your Company and link for the same is
given in Annexure-A of this report.

The Annual Report on CSR activities is annexed and
forms part of this report as Annexure-E.

The Chief Financial Officer of your Company has certified
that CSR spends of your Company for FY 2024-25 have
been utilised for the purpose and in the manner approved
by the Board of your Company.

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
Integrated Annual Report.

Corporate Governance Report

Your Company is committed to maintain high standards
of corporate governance practices. The Corporate
Governance Report, as stipulated by SEBI Listing
Regulations, forms part of this Integrated 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 and the link for the same
is given in Annexure-A of this report.

Business Responsibility and Sustainability
Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR
for FY 2024-25, describing the initiatives taken by your
Company from an environment, social and governance
(ESG) perspective, forms part of this Integrated Annual
Report. In addition to BRSR, the Integrated Annual
Report of your Company provides an insight on various
ESG initiatives adopted by your Company.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual
return as on March 31, 2025 prepared in accordance with
Section 92(3) of the Act is made available on the website
of your Company and can be accessed using the https://
www.adanipower.com/investors/investor-downloads.

Transactions with Related Parties

All transactions with related parties are placed before
the Audit Committee for its prior 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 year under review 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.

The Audit Committee comprises solely of the Independent
Directors of your Company. The members of the Audit
Committee abstained from discussing and voting in the
transaction(s) in which they were interested.

During the year, your Company has not entered into
any contracts, arrangements or transactions that
fall under the scope of Section 188 (1) of the Act.
Accordingly, the prescribed Form AOC-2 is not applicable
to your Company for FY 2024-25 and hence does not
form part of this report.

During the year, the material related party transactions
pursuant to the provisions of Regulation 23 of the SEBI
Listing Regulations had been duly approved by the
shareholders of your Company in the Annual General
Meeting held on June 25, 2024 and through postal ballot
on November 25, 2024.

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

The Policy on Related Party Transactions is available on
your Company's website and can be accessed using the
link given in Annexure-A of this report.

Pursuant to the provisions of Regulation 23 of the
SEBI Listing Regulations, your Company has filed half
yearly reports to the stock exchanges, for the related
party transactions.

Statutory Auditors and Auditors' Report

M/s. SRBC & Co. LLP, Chartered Accountants (ICAI
Firm Registration Number: 324982E/E300003) were
appointed as the Statutory Auditors of your Company
at the 26^th AGM held on July 27, 2022, for the second
term of five years till the conclusion of 31^st Annual

General Meeting (AGM) of your Company to be held
in the year 2027.

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 M/s. SRBC & Co. LLP, Statutory
Auditors of your Company attended the previous AGM of
your Company held on June 25, 2024.

The Auditors' Report does not contain any qualification,
reservation, adverse remark or disclaimer. The Notes
to the financial statements referred in the Auditors'
Report are self-explanatory and do not call for any
further comments.

Secretarial Auditors and Secretarial Auditors
Report

Pursuant to the provisions of Section 204 of the Act, read
with the rules made thereunder, the Board re-appointed
Chirag Shah and Associates, Practicing Company
Secretary, to undertake the Secretarial Audit of your
Company for FY 2024-25. The Secretarial Audit Report
for the year under review is provided as Annexure-B
of this report.

The Secretarial Audit Report does not contain any
qualification, reservation, adverse remark or disclaimer.
The observation of Secretarial Auditor is self-explanatory
in nature and does not require any comments
from the Board.

Further, pursuant to amended Regulation 24A of SEBI
Listing Regulations, and subject to your approval being
sought at the ensuing AGM scheduled on June 25, 2025,
M/s Chirag Shah and Associates, Practicing Company
Secretary (C. P. No. 3498; Peer reviewed certificate no.
6543/2025) has been appointed as a Secretarial Auditor to
undertake the Secretarial Audit of your Company for the
first term of five consecutive years from FY 2025-26 till
FY 2029-30. M/s. Chirag Shah & Associates have confirmed
that it is not disqualified to be appointed as a Secretarial
Auditor and is eligible to hold office as Secretarial Auditor
of your Company.

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.

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 your Company for the year ended

March 31, 2026. The Cost Audit Report for the year
2023-24 was filed before the due date with the Ministry
of Corporate Affairs. Your Company has maintained
the cost accounts and records in accordance with
Section 148 of the Act and Rules framed thereunder
Secretarial Standards.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and
Secretarial Auditor of your Company have not reported
any instances of fraud committed in your Company by
Company's officers or employees, to the Audit Committee,
as required under Section 143(12) of the Act.

Particulars of Employees

Your Company had 4,210 (standalone basis) employees
as of March 31, 2025.

The information required under Section 197 of the Act,
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
relating to percentage increase in remuneration, ratio
of remuneration of each Director and Key Managerial
Personnel to the median of employees' remuneration 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. However, in terms of Section 136 of the
Act, the Integrated 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 and
Redressal) Act, 2013 and rules made thereunder,
your Company has laid down a Prevention of Sexual
Harassment (POSH) Policy and has constituted Internal
Complaints Committee (ICC) at all relevant locations
across India to consider and resolve the complaints
related to sexual harassment. The ICC includes external
members with relevant experience. The ICC presided
by senior women, conduct the investigations and make
decisions at the respective locations. Your Company has
zero tolerance on sexual harassment at the workplace.

The ICC also work extensively on creating awareness on
relevance of sexual harassment issues, including while
working remotely. The employees are required to undergo
a mandatory training / certification on POSH to sensitize
themselves and strengthen their awareness.

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 POSH 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 Section 177
of the Act and Regulation 22 of SEBI Listing Regulations,
to facilitate reporting of the genuine concerns about
unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for
adequate safeguards against victimisation of whistle
blowers who avail of the mechanism and also provides for
direct access to the Chairperson of the Audit Committee in
exceptional cases.

No person has been denied access to the Chairperson of
the Audit Committee. The said policy is uploaded on the
website of your Company and link for the same is given
in Annexure-A of this report.

During the year under review, your Company has received
one compliant under the vigil mechanism. One of the
vendors of the Company has sent a complaint against
one senior employee of the Company. The complaint,
after scrutiny by the internal audit team, has been
found frivolous, requiring no action to be taken
against the employee.

Awards and Accreditations

Your Company, a frontrunner in business excellence,
was honored with the prestigious 'Gold Category' Award
by the Confederation of Indian Industry (CII) during its
32^nd Excellence Summit held on 27^th November 2025 in
Bangalore. This recognition was awarded for achieving
a score band of 551-600 in the Business Excellence
Maturity Assessment, reaffirming the robustness of
Adani Power's systems and processes. Additionally,
your Company's Raigarh plant received the 'IMC RBNQ
Performance Excellence Award' from the RBNQA Trust
at its 28^th award ceremony in Mumbai on 23^rd April 2025.
This accolade was based on the plant's exemplary
performance in the business excellence assessment
conducted in January 2025.

As part of its continuous improvement journey, your
Company launched INNOPOWER, which over 22 months
has seen more than 1,500 challenges registered by
employees across the organisation. This initiative has led
to the initiation of around 400 improvement projects,
with over 250 projects successfully completed, engaging
approximately 1,100 employees. INNOPOWER has not
only fostered a culture of innovation and improvement
but also significantly enhanced employee engagement.
To celebrate these achievements, your Company hosted
its first-ever 'INNOFest', a dedicated event for reward
and recognition. More than 150 employees from across
the organisation were honored for their contributions.

In a strategic move to strengthen strategy deployment,
your Company successfully implemented the Balanced
Scorecard (BSC) framework. This initiative involved
cascading the Corporate BSC into functional and power
station-level BSCs, resulting in the development of 24
Balanced Scorecards across the organisation.

Safety

Ý Tiroda Plant received "SHRESHTHA SURAKSHA
PURASKAR” (Silver Trophy) in Category C from the
National Safety Council of India under the Safety
Awards Scheme - 2024.

Ý Kawai Plant received an appreciation certificate
from the National Safety council in the safety award
scheme of 2024.

Ý Raipur Plant received "Gold Category Award" in 9^th
Apex India Occupational Health and Safety Awards
2024 in Thermal Power Sector category.

Ý Raipur Plant received 1^st Runner up position in CII
SHE Excellence Awards 2024-25 for Large Scale
Manufacturing category.

Ý Raipur Plant received a recognition by Hon'ble
labor minister C.G for safe industry operation and
contribution in DIHS conclave in Industries category.

Ý Raipur Plant received recognition for Health and
Safety performance in an event organised by CG
Talks Raipur in association with OHSSAI and DIHS
Raipur CG in ESG, Safety, Hygiene and HR Conclave.

Ý Raigarh Plant Team received "Platinum Award”
in the 9^th Apex India Occupational Health and
Safety Awards 2024.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act read with

Rule 8 of the Companies (Accounts) Rules, 2014, as
amended, is provided as Annexure-D of this report.

Cyber Security

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the
processes, technology controls are being enhanced in-line
with the threat scenarios. Your Company's technology
environment is enabled with real time security monitoring
with requisite controls at various layers starting from end
user machines to network, application and the data.

During the year under review, your Company did not
face any incidents or breaches or loss of data breach in
Cyber Security.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct ("PIT
Code”) to regulate, monitor and report trading in your
Company's shares by your Company's designated persons
and their immediate relatives as per the requirements
under the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015.
The PIT Code, inter alia, lays down the procedures to be
followed by designated persons while trading / dealing
your Company's shares and sharing Unpublished Price
Sensitive Information ("UPSI”). The PIT Code covers your
Company's obligation to maintain a digital database,
mechanism for prevention of insider trading and handling
of UPSI, and the process to familiarise with the sensitivity
of UPSI. Further, it also includes code for practices and
procedures for fair disclosure of UPSI which has been
made available on your Company's website and link for
the same is given in Annexure-A of this report.

The employees undergo mandatory training / certification
on this Code to sensitize themselves and strengthen
their awareness.

Insurance

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

General Disclosures

Neither the Non-Executive Chairman nor the Managing
Director and CEO of your Company received any
remuneration or commission from any of the subsidiary
of your Company.

Your Directors state that during the year under review:

1. Your Company did not issue any equity shares with
differential rights as to dividend, voting or otherwise.

2. Your Company did not issue shares (Including
sweat equity shares) to employees of your Company
under any scheme.

3. No significant or material orders were passed by
the Regulators or Courts or Tribunals which impact
the going concern status and your Company's
operation in future.

4. No application was made and no proceeding
was pending under the Insolvency and
Bankruptcy Code, 2016.

5. No one time settlement of loan was obtained from
the Banks or Financial Institutions.

6. There were no revisions made in the financial
statements and Directors' Report of your Company.

Acknowledgement

Your Directors are highly grateful for all the guidance,
support and assistance received from the Government of
India, Governments of various states in India, concerned
Government Departments, Financial Institutions and
Banks. Your Directors thank all the esteemed shareholders,
customers, suppliers and business associates for their
faith, trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere
appreciation for the dedicated efforts and consistent
contribution made by the employees at all levels, to
ensure that your Company continues to grow and excel.

For and on behalf of the Board of Directors

Date: April 30, 2025 Gautam S. Adani

Place: Ahmedabad Chairman

(DIN: 00006273)