Your Directors present to you the Eighteenth Annual Report on business and operation of the Company together with the
Audited Financial Statements of Accounts (Standalone & Consolidated) of the Company, for financial year ended March 31,
2025.

FINANCIAL RESULTS & COMPANY PERFORMANCE

The Company continued to be engaged in the business of thermal power generation and presently operates one power plant i.e
Amravati Thermal Power plant with installed capacity of 1350 MW, located at Village Nandgaonpeth, Amravati District,
Maharashtra.

The power offtake is with MSEDCL (Maharashtra State Electricity Distribution Company Limited) under long term Power Purchase
Agreement (PPA) which the Company had won under the competitive bidding process. The power plant has raw material supplies
secured via a long term Fuel Supply Agreement (FSA) with South Eastern Coalfields Limited (a subsidiary of Coal India Limited).

The Company continued to demonstrate strong financial performance on standalone basis for the financial year ended March
31, 2025 and reported a total income of ' 3,677 Crore in FY25 and compared to ' 3,734 in FY24.

The Amravati Plant of the Company, remains amongst the best performing plants in Maharashtra.

During FY25, the Company sold 29.46 MUs on the power exchange, generating revenue of 23 crore, in addition to revenue
earned through the Power Purchase Agreement.

The Plant availability, Plant load factor and net saleable energy generation of the Amravati Power Plant of the Company for the
Financial Year 2024- 25 were as under:-

FINANCIAL RESULTS: (' in Crore)

Standalone Consolidated

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

TRANSFER TO RESERVE

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

DIVIDEND

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

BUSINESS REVIEW

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

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS

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

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

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

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

Nomination & Remuneration Policy:

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

A. Changes in Directors (Including Directors as the Key Managerial Personnel), during the Financial Year 2024-25 or thereafter

During the year under review:

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

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

Post closure of the year under review:

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

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

It would be pertinent to mention here that:

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

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

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

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

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

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

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

report, which forms part of this report.

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

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

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

During the year under review:

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

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

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

DECLARATIONS FROM INDEPENDENT DIRECTORS

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

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

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

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

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

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

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

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

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

(a) performance of the concerned Independent Director.

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

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

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

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

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

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

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

MEETINGS OF THE BOARD OF DIRECTORS

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

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

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

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

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

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

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

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

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

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

RISK MANAGEMENT

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

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

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

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

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

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

PUBLIC DEPOSITS

Company doesn't accept any deposit from public within the meaning of Section 73 of the Companies Act, 2013 read with
Companies (Acceptance of Deposit) Rules, 2014.

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

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

LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE INTERESTED BY NAME
AND AMOUNT

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

Further, pursuant to provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated
financial statements along with relevant documents and separate audited financial statements in respect of subsidiary, are
available on the Company's website at https://www.rattanindiapower.com/rpl/financials/

MATERIAL CHANGES AND FINANCIAL COMMITMENT

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

DETAILS OF SIGNIFICANT CHANGES

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

SHARE CAPITAL

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

HUMAN RESOURCES

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

EMPLOYEE HEALTH & SAFETY

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

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

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

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

ANNUAL RETURN

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

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

HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

COMMISSION TO MANAGING DIRECTOR OR WHOLE TIME DIRECTORS OF THE COMPANY FROM ANY OF ITS SUBSIDIARIES.

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

VIGIL MECHANISM

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

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

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

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

GENERAL DISCLOSURES:

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

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

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

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

EMPLOYEE STOCK OPTIONS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE REPORT

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

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

STATUTORY AUDITORS & AUDITORS' REPORT

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

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

Pursuant to the re-initiation of Corporate Insolvency process against Sinnar Thermal Power Limited (STPL), under Insolvency and
Bankruptcy Code, 2016, STPL had ceased to be the subsidiary of the Company with effect from January 19, 2024. Consequently,
the assets and liabilities of STPL had been de-recognised at their respective carrying values as at 18 January 2024 in accordance
with the requirements of Ind AS 110 - Consolidated Financial Statements and resultant gain on loss of control was recorded,
which had been presented as an 'exceptional item' in the Consolidated Statement of Profit and Loss for the quarter and year
ended 31 March 2024. STPL's other current financial liabilities as at 18 January 2024 de-recognised as above, included balances
amounting to '6,652.38 crores, in respect of which confirmations from the respective lenders were not received for balances as
at 31 December 2023 while in case of certain lenders, the balance of borrowings and accrued interest confirmed by the lenders as
compared to balance as per books as at 31 December 2023 was higher by '379.99 crores and '396.22 crores, respectively.

In the financial Statement for the year ended 31 March 2025, Statutory Auditor also qualified on account of possible effects of the
aforesaid matters on the comparability of the corresponding figures for year ended 31 March 2024 included as comparative
financial information in the financial Statement for the FY 2024-25.

Response to the Qualification

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

Further no separate explanation from the Management is required.

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

AUDIT COMMITTEE

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

COST AUDITORS

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

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

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

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

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

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

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

3. the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;

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

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

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

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

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

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

During the year under review,

STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

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

LISTING WITH STOCK EXCHANGES

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

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

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

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

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

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

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

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

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

GREEN INITIATIVES

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

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

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

ACKNOWLEDGEMENT

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

For RattanIndia Power Limited

Sd/-
Rajiv Rattan

Date: September 01, 2025 Chairman

Place: London DIN: 00010849