Your Directors are pleased to present the 105th Annual Report together with the Audited Financial Statements of your
Company for the financial year ended 31st March, 2025.

FINANCIAL PERFORMANCE

The key highlights of the standalone and consolidated financial performance of your Company is summarised below:

REVIEW OF OPERATIONS AND STATE OF THE
COMPANY'S AFFAIRS

Your Company is one of the integrated power utilities in India
that started its journey in the year 1919. Your Company has
a Distribution License, which spread across 798 sq. kms.
in Asansol - Raniganj area of West Bengal. Your Company
maintains one of the lowest transmission and distribution
losses in the country, which is below 3%. Your Company
has a total operational generation capacity of 38.8 MW
comprising of 12 MW thermal power plant in Asansol, West
Bengal, 24.8 MW of wind asset in Gujarat and 2 MW solar
asset in West Bengal and another 133MW of Solar Project
under development in Maharashtra.

The total standalone income (including Regulatory income/
expense) was recorded at ' 74,507.77 lakhs for the financial
year ended 31st March, 2025, in comparison to the previous
year figure of ' 67,334.20 lakhs. Your Company supplied
893.46 MU of power in its license area and 27.20 MU of wind
power during the financial year ended 31st March, 2025. The
Standalone Profit after Tax for the financial year ended 31st
March, 2025 was recorded at ' 422.45 lakhs as compared
to previous year's figure of ' 1,509.47 lakhs.

Your Company's wholly-owned subsidiary, MP Smart Grid
Private Limited, has been engaged in executing, a first of
its kind, public private partnership awarded by Madhya
Pradesh Paschim Kshetra Vidyut Vitaran Company Limited,
Indore, that involves installation of 3,50,000 smart meters
across five towns in Madhya Pradesh.

Detailed information on your Company's operations, state
of its affairs and outlook, are elaborated in the Management
Discussion and Analysis Report as stipulated under
Regulation 34(2) of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"),
which is attached to this Report as Annexure I.

There is no material change and commitment affecting the
financial position of your Company which has occurred after
the end of the financial year till the date of this Report, other
than those stated in this Report.

DIVIDEND

The Board of Directors have recommended a dividend of 5
(five) percent (' 0.05 per equity share of Re 1 each) for the
financial year ended 31st March, 2025, subject to approval
of the Members at the ensuing 105th Annual General
Meeting ('AGM'). The dividend payout is in accordance with
your Company's Dividend Distribution Policy formulated in
terms of Regulation 43A of the Listing Regulations, which
is available on your Company's website at the link https://
indiapower.com/#/investorrelations/corporatecodespoliciepa
gefile?filename=Dividend-Distribution-Policy.pdf

RESERVES

The amount carried to the reserves and surplus for the
financial year 2024-25 is given in the Standalone Financial
Statements of your Company for the financial year ended
31st March, 2025.

DEPOSITS

Your Company has not accepted any deposit under the
provisions of Sections 73 and 76 of the Companies Act, 2013
("Act") and the Companies (Acceptance of Deposits) Rules,
2014 during the year under review.

SHARE CAPITAL

In terms of the Scheme of Arrangement and consequent
upon Amalgamation of India Power Corporation Limited
("erstwhile IPCL") (CIN: U40101WB2003PLC097340) into and
with DPSC Limited (now known as India Power Corporation
Limited) (CIN: L40105WB1919PLC003263), sanctioned by
the Hon'ble High Court at Calcutta vide its order dated 17th
April, 2013 ("Scheme"), the Shareholders of erstwhile IPCL
are entitled to be allotted 11 equity shares of Re. 1 each
of your Company for every 100 equity shares of erstwhile
IPCL held by them resulting in allotment of 112,02,75,823
equity shares of Re. 1 each ("consideration shares"). The
existing holding of erstwhile IPCL in your Company i.e.
51,61,32,374 equity shares shall stand cancelled pursuant
to the aforesaid Scheme and accordingly the paid-up
equity share capital of your Company upon allotment of the
consideration shares and cancellation as envisaged above
shall stand increased from ' 97,37,89,640 to ' 157,79,33,089
comprising of 157,79,33,089 equity shares of Re. 1 each.
Cancellation and allotment of the aforesaid shares has
not been given effect due to certain pending clearance(s)/
approval(s) from the Stock Exchanges.

SUBSIDIARIES AND ASSOCIATES

During the year under review, your Company has
incorporated PARMESHI URJA LIMITED, a wholly-owned
subsidiary on 29th October, 2024 to undertake the project
for carrying out the business of development of Solar
Power Plant of capacity of 133 MW (AC) in 26 locations of
04 Districts of Maharashtra which comprises of Design and
drawings, layout, and drawings/bill of material of the Project
and associated evacuation infrastructure, engineering,
procurement, construction, financing, commissioning,
operation, and maintenance of the Project, including the
evacuation infrastructure up to the Delivery Point etc. The
duration of Project is 26.5 Years.

Your Company has also incorporated DPSC DISTRIBUTION
LIMITED a wholly-owned subsidiary on 12th December,
2024 to focus on the core business of power generation
and distribution and for optimum utilization of the existing
resources and expertise.

In line with Section 129(3) of the Act read with the
Companies (Accounts) Rules, 2014, Listing Regulations
and in accordance with Indian Accounting Standards,
the Consolidated Financial Statements prepared by your
Company includes financial information of the subsidiary
and associate companies and their contribution to the
overall performance of your Company during the year under
review.

Pursuant to the provisions of Section 129(3) of the Act read
with Rule 5 of the Companies (Accounts) Rules, 2014, the
Statement in Form AOC-1 containing the salient features of
the Financial Statements of your Company's subsidiaries
and associate forms part of the Consolidated Financial
Statements of your Company which is in addition to this
Report. Further, in terms of Section 134(3) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014, the
report on the highlights of the performance of the subsidiary
and associate companies also forms part of Form AOC-1.

Pursuant to the provisions of Section 136 of the Act,
copies of the Annual Accounts in respect of each of the
subsidiaries would be available on your Company's website
www.indiapower.com and copy of such audited accounts will
be provided to the Members at their request.

TRANSFER OF NON-REGULATED BUSINESS OF THE
COMPANY TO IPCL POWER LIMITED AS A GOING
CONCERN ON SLUMP SALE BASIS THROUGH
EXECUTION OF BUSINESS TRANSFER AGREEMENT

Your Board, subject to the approval of the Members
through Postal Ballot, has approved the Slump Sale of
Non-Regulated Business, which are not regulated by West
Bengal Electricity Regulatory Commission ("WBERC") on
a going concern basis for '14.38 crores (Rupees Fourteen
Crores Thirty Eight Lakhs only), subject to necessary
adjustments, as stated in the Business Transfer Agreement
('BTA'), to IPCL Power Limited (formerly known as 'Parmeshi
Energy Limited'), which is a wholly-owned subsidiary and
related party of the Company. The said transaction would be
consummated by executing a BTA with IPCL Power Limited.

The aforesaid Purchase Consideration will be discharged by
way of requisite number of equity shares of the Transferee
Company of face value '10 per share, fully paid up, as
determined by the Valuation Report dated 20th May, 2025,
issued by Mr. Swapnil Jain, IBBI Registered Valuer (IBBI
registration number: IBBI/RV/06/2019/10977), determining
the fair valuation of the Non-Regulated Business of IPCL,
without values being assigned to the individual assets and
liabilities, subject to the terms and conditions of the BTA
and adjustments, as may be necessary.

BOARD OF DIRECTORS
• Appointment

Based on the recommendation of Nomination and
Remuneration Committee and subject to approval of
the Members of your Company, the Board of Directors
("Board") at their meeting held on 28th March, 2024, had
approved the appointment of Ms. Pragya Jhunjhunwala
(DIN: 02315132) as an Additional Director (Independent)
of your Company with effect from 1st April, 2025. The
Board had also appointed her as an Independent
Director for a period of 5 (five) consecutive years with
effect from 1st April, 2025, i.e., till 31st March, 2030
subject to approval of the Members.

Further, on the recommendation of Nomination and
Remuneration Committee and subject to approval of
the Members of your Company, the Board of Directors at
their meeting held on 20th May, 2025, approved the re¬
appointment of Mr. Somesh Dasgupta (DIN: 001298835)
as the Whole Time Director of your Company for a term
of 2 (two) years with effect from 1st July, 2025 i.e. till
30th June, 2027, liable to retire by rotation.

Notice of Postal Ballot proposing the appointment of
Ms. Pragya Jhunjhunwala as an Independent Director
will be sent to all the shareholders of the Company for
their approval. The Board expects the resolution to be
passed by the Members of the Company.

Director retiring by rotation

In accordance with the provisions of Section 152 of
the Act read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and the Articles
of Association of your Company, Mr. Debashis Bose
(DIN: 06684439) Executive Director of your Company,
retires by rotation at the ensuing 105th Annual General
Meeting and being eligible, offers himself for re¬
appointment. The Board of Directors of your Company
recommends the above re-appointment.

Retirement

Ms. Dipali Khanna (DIN: 03395440) Independent
Director, retired with effect from 31st March, 2025, on
completion of her second term of 5 (five) consecutive
years as an Independent Director of the Company. The
Board of your Company place on record its sincere
appreciation for the guidance and support rendered
by Ms. Dipali Khanna during her association with your
Company.

Performance Evaluation

Pursuant to the provisions of Section 134 read with
Code of Independent Directors (Schedule IV to the Act)
and Section 178 of the Act and the Listing Regulations,
the Board carried out the annual evaluation of
the performance of the Board, the working of the
Committees of the Board and Individual Directors for
the financial year 2024-25. The Board of your Company
evaluated the same after seeking inputs from all the
Directors and expressed their satisfaction with the
overall evaluation process.

Further, in the separate meeting of the Independent
Directors of your Company held during the year
under review, performance of non-Independent
Directors, performance of the Board as a whole and
the performance of the Chairperson were evaluated
and the quality, quantity and timeliness of flow of
information between Company's Management and
the Board were assessed. The Independent Directors
have expressed their satisfaction on the performance

evaluation system, overall functioning of the Board and
on the performance of the individual Directors.

• Declaration by Directors

As per the declarations received by the Company,
none of the Directors on the Board of the Company
are disqualified to be appointed as a Director of the
Company under the applicable provisions of the Act
and/or the Listing Regulations.

• Independent Directors

The Board of your Company have taken on record the
declarations received from each of the Independent
Directors confirming that they continue to meet the
criteria of independence prescribed under Section
149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations and that they are not aware of
any circumstances or situation, which exist or may be
reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
of independent judgement and without any external
influence.

The Independent Directors of your Company have
taken requisite steps towards inclusion of their name in
the Databank of the Independent Directors maintained
with the Indian Institute of Corporate Affairs, in
terms of Section 150 of the Act read with Rule 6(4)
of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

The terms and conditions of appointment of
Independent Directors are available on your Company's
website at the link https://indiapower.eom/#/
investorrelations/compliance/independentdirectorsp
agefile?filename=Terms-Conditions-of-Appointment-
of-ID_20240620_053333T.pdf

KEY MANAGERIAL PERSONNEL

In terms of Sections 2(51) and 203 of the Act, the following
were the Key Managerial Personnel of your Company as on
31st March, 2025:

i) Mr. Raghav Raj Kanoria, Managing Director

ii) Mr. Somesh Dasgupta, Whole-time Director

iii) Mr. Debashis Bose, Executive Director

iv) Mr. Anil Krishna Prasad, Chief Financial Officer

v) Mr. Dhananjoy Karmakar, Company Secretary

The Board of your Company at their meeting held on
29th May, 2024, based on the recommendation of the
Nomination and Remuneration Committee had approved
the appointment of Mr. Dhananjoy Karmakar (FCS 6901) as
the Company Secretary and Compliance Officer, designated
as Key Managerial Personnel of your Company, with effect
from 29th May, 2024 pursuant to the provision of Sections
2(51) and 203 of the Act.

The Board of your Company at their meeting held on
29th May, 2024, based on the recommendation of the
Audit Committee and Nomination and Remuneration
Committee had approved the appointment of Mr. Anil
Krishna Prasad as the Chief Financial Officer, designated
as Key Managerial Personnel of your Company, with
effect from 29th May, 2024 pursuant to the provision of
Sections 2(51) and 203 of the Act.

COMMITTEES OF THE BOARD

Your Company has 6 (six) Board level Committees viz. Audit
Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Corporate Social
Responsibility Committee, Risk Management Committee
and Committee of Directors, set up under the formal approval
and authority of the Board to carry out clearly defined roles
and responsibilities. Details of the composition, terms of
reference, number of meetings held during the financial year,
attendance of Members etc. is provided in the Corporate
Governance Report annexed hereto and forming part of this
Report.

All observations, recommendations and decision of the
above Committees were placed before the Board of your
Company for their consideration. During the year under
review, there has been no instance where the Board has
not accepted any recommendation of any of the aforesaid
Committees.

BOARD AND COMMITTEE MEETINGS

During the financial year 2024-25, 6 (six) meetings of the
Board of your Company were convened and held on 29th
May, 2024, 2nd August, 2024, 9th October, 2024, 13th
November, 2024, 8th February, 2025 and 28th March, 2025.

Additionally, several Committee meetings were also held
during the year under review. Detailed information of
particulars of meetings held during the financial year 2024¬
25 and the attendance of the Directors at such meetings
are given in the Report on Corporate Governance annexed
hereto and forming part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Sections 134(3)(c) and 134(5) of the Act, your
Directors to the best of their knowledge and ability and
according to the information and explanations obtained by
them, state and confirm that:

a) in the preparation of the Annual Accounts for the
financial year ended 31st March, 2025, the applicable
Accounting Standards have been followed, along with
proper explanation relating to material departures;

b) they have 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 your
Company as at 31st March, 2025 and of the profit of
your Company for the year ended on that date;

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

d) the Annual Accounts 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 are operating
effectively; and

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

POLICIES AND PROCEDURES

Policies and Procedures are an essential component of
your Company's Corporate Governance framework which
outlines the organisational and operational structure. In line
with this approach and in terms of the provisions of the Act
and Listing Regulations, your Company has framed various
Policies and Procedures duly approved and adopted by the
Board. Your Company periodically reviews its Policies and
Procedures in view of the changing business environment
and regulatory frameworks.

• Nomination & Remuneration Policy

In terms of Section 178(3) of the Act and Regulation 19
of the Listing Regulations, your Company has in place a
Nomination & Remuneration Policy which broadly lays
down the guiding principles, procedures and basis for
selection and appointment of Directors, Key Managerial
Personnel and Senior Management Personnel,
including criteria for determining qualification, positive
attributes, independence of a Director and payment of
Remuneration to Directors, Key Managerial Personnel,
Senior Management Personnel and other Employees.
The Policy is available on your Company's website at the
link https://indiapower. com/#/investorrelations/corpo
ratecodespoliciepagefile?filename=Nomination-and-
Remuneration-Policy_20240620_0518331.pdf

Corporate Social Responsibility

Your Company believes in a holistic approach when
it comes to perceiving the society at a large. Your
Company understands its social responsibilities
and importance of being a socially responsible
organisation. Your Company strives to create a value-
based and empowered society through continuous and
purposeful engagement with the local communities.

In line with your Company's Corporate Social
Responsibility ("CSR") Policy and strategy, this year
your Company focused primarily on skill development,
rural and infrastructural development, relief and care,
education, sports, healthcare, women empowerment,
environment and promotion of cultural heritage.

The details of the CSR initiatives and projects undertaken
by your Company during the financial year 2024-25 are
outlined in the Annual Report on CSR activities which is
attached to this Report as Annexure II.

Your Company undertakes CSR activities in accordance
with the CSR Policy and CSR Annual Action Plan as
approved by the Board of your Company. The CSR
Policy is available on your Company's website at the
link https://indiapower.eom/#/investorrelations/corpo
ratecodespoliciepagefile?filename=Corporate-Social-
Responsibility-Policy.pdf

Risk Management

Your Company has adopted a Risk Management Policy
aimed to ensure resilience for sustainable growth and
sound corporate governance by having a process of risk
identification and management in compliance with the
provisions of the Act and the Listing Regulations. Your
Company recognises that the emerging and identified
risks need to be managed, monitored and mitigated to
create sustainable value for all its stakeholders and
achieve business objectives.

Pursuant to the requirement of Regulation 21 of the
Listing Regulations, your Company has constituted
a Risk Management Committee to oversee the Risk
Management process of your Company. The Risk
Management Committee biannually reviews the major
risks identified and finalises related mitigation plans.

Internal Financial Control System is an integral part of
the Risk Management process and the Board is of the
opinion that it has been working effectively. In view
of its importance, your Company makes efforts on
an ongoing basis to strengthen the Internal Financial
Control system.

The details of the key risks identified and the response
and strategies adopted to mitigate the same are
explained in the Management Discussion and Analysis
Report annexed hereto and forming part of this Report.

Internal Control Systems and their Adequacy

The details with respect to Internal Control Systems
and their adequacy are provided in the Management
Discussion and Analysis Report, which forms part of
this Report.

Vigil Mechanism for Directors and Employees

Your Company promotes ethical behaviour in all its
business activities and has put in place a mechanism
for reporting illegal or unethical behaviour. The Board
of your Company has in terms of Section 177(9) of
the Act and Regulation 22 of the Listing Regulations,
framed and adopted a Vigil Mechanism / Whistle
Blower Policy with an aim to provide a mechanism,
inter alia, enabling Stakeholders, including Directors
and Employees, to freely communicate their concerns

about suspected unethical behaviour, improper / illegal
practices, leakage of Unpublished Price Sensitive
Information and wrongful conduct taking place in
your Company and also to provide adequate safeguard
against victimisation of Directors and Employees who
avail the mechanism.

The Whistle Blower Policy / Vigil Mechanism specify
the procedure and reporting authority for reporting
such unethical behaviour or improper activity with
provisions for direct access to the Chairman of the
Audit Committee for redressal. The Policy also provides
for a detailed complaint and investigation process. The
functioning of the Vigil Mechanism / Whistle Blower
Policy is reviewed by the Audit Committee.

Your Company hereby affirms that no complaint under
the Policy was received during the year under review and
that no person was denied access to the Chairperson
of the Audit Committee. The Vigil Mechanism / Whistle
Blower Policy is available on your Company's website
at the link https://indiapower. eom/#/investorrelations/
corporatecodespoliciepagefile?filename=WHISTLE-
BLOWER-VIGIL-MECHANISM_20240620_0522Hl.pdf

• Prevention, Prohibition and Redressal of Sexual
Harassment at the Workplace

Your Company has zero tolerance towards sexual
harassment at workplace and remains committed
to providing and promoting a healthy culture and
congenial working environment for all its Employees
that enables Employees to work without fear of
prejudice, gender bias and sexual harassment. As an
organisation, your Company is committed to ensure
that every Employee is treated with dignity and respect.

Your Company in order to foster a positive workplace
environment, free from harassment of any nature and
in terms of the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder, has
enacted a Policy on Prevention of Sexual Harassment
and have constituted Internal Complaints Committee
to redress complaint, if any, received regarding sexual
harassment. During the year under review, no complaint
pertaining to sexual harassment was received by your
Company.

AUDITORS AND AUDITOR'S REPORT
Statutory Auditors

Pursuant to Section 139 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, M/s. SS Kothari Mehta
& Co., LLP Chartered Accountants (Firm Registration No.
000756N/ N500441) were appointed as the Statutory
Auditors of your Company at the 102nd Annual General
Meeting to hold office for a period of 5 (five) consecutive
years, from the conclusion of the 102nd Annual General
Meeting till the conclusion of the 107th Annual General
Meeting of your Company to be held in the year 2027.

The Reports given by the Auditors on the Standalone and
Consolidated Financial Statements of your Company for the
year ended 31st March, 2025 forms part of the Annual Report.
The Auditors Report on the Standalone and Consolidated
Financial Statements of your Company for the year ended
31st March, 2025 contains a qualification that necessary
provision has not been made with respect to receivables of
' 19,970 lakhs from Power Trust. The receivable amount from
Power Trust is unsecured and the major underlying asset of
Power Trust is subject to a case filed under Insolvency and
Bankruptcy Code, 2016 (IBC), which is pending as on date,
and recovery of the above receivable is dependent on the
outcome of the case, hence we are unable to quantify the
impact on the Statement.

It further contains a qualification with respect to application
before National Company Law Tribunal under the IBC against
the Company filed by the lenders of Meenakshi Energy
Limited ('MEL') for invocation of Corporate Guarantee given
by the Company. The events and conditions along with other
matters as set forth in the said note, indicate uncertainty
on the outcome of the above matter. As it is subjudice, the
impact of the same on the Statement cannot be ascertained.

It further contains a qualification with respect to outstanding
Electricity Duty amounting to ' 15,296.87 lakhs as at March 31,
2025 as per the relevant provisions of the Bengal Electricity
Duty Act, 1935. Your company is taking necessary steps to
address the matter.

The Statutory Auditors of your Company have not reported
any incident of fraud to the Audit Committee of your
Company during the year under review in terms of provisions
of Section 143(12) of the Act.

• Cost Auditors

Pursuant to Section 148(2) of the Act read with the
Companies (Cost Records and Audit) Rules, 2014,
your Company is required to maintain cost records
and get its cost records audited by a Cost Accountant.
Accordingly, such accounts and records are maintained
by your Company. The Board of Directors of your
Company at its meeting held on 20th May, 2025 based
on the recommendation of the Audit Committee, has
approved the re-appointment of M/s. Mani & Co., Cost
Accountants (Firm Registration No. 000004) as the
Cost Auditors to conduct the audit of the cost records
of your Company for the financial year ending 31st
March, 2026.

The remuneration payable to the Cost Auditors
is subject to ratification by the Members at the
ensuing AGM. Accordingly, appropriate resolution for
ratification of the remuneration payable to M/s. Mani
& Co., Cost Accountants to conduct the audit of cost
records of your Company for the financial year ending
on 31st March, 2026 shall be included in the Notice
convening the ensuing AGM for seeking approval of
the Members.

Internal Auditors

Pursuant to Section 138(1) of the Act M/s. Saraf &
Chandra LLP has been appointed as the Internal
Auditor of your Company for the financial year ending
on 31st March, 2026 to conduct the internal audit of
the functions and activities of your Company. The
Internal Auditor report to the Audit Committee. The
Internal Audit Report is placed at the meetings of Audit
Committee on a quarterly basis for their review.

Secretarial Auditors

Pursuant to Section 204 of the Act read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 framed thereunder
and Regulation 24A of the Listing Regulations, as
amended, M/s. MR & Associates, Practising Company
Secretaries, had been re-appointed to conduct the
secretarial audit of your Company for the financial
year ended on 31st March, 2025. The Secretarial Audit
Report is attached to this Report as Annexure IN.

The Secretarial Auditors have made an observation in
the Secretarial Audit Report with respect to the pending
West Bengal Electricity Regulatory Commission
('WBERC') matter. West Bengal Electricity Regulatory
Commission ("Commission") vide its order dated 7th
July, 2014 in its suo-moto proceedings against the
Company in respect of the Scheme of Arrangement and
Amalgamation ("Scheme") of erstwhile India Power
Corporation Limited (CIN: U40101WB2003PLC097340)
into and with the Company as sanctioned by the
Hon'ble High Court at Calcutta vide its order dated 17th
April, 2013 had held that the said arrangement needed
prior approval of the Commission under section 17(4)
of the Electricity Act, 2003 and in absence of such prior
approval, the Commission had held the said Scheme as
void as a licensee. The said order of the Commission
was challenged by the Company before the Hon'ble
High Court at Calcutta and the single member bench
of Hon'ble High Court at Calcutta had quashed the
said order dated 7th July, 2014 of the Commission and
their impugned letter 12th March, 2014 read with letter
dated 1st April, 2014 by allowing the Writ Application.
Thereafter, Commission has preferred an appeal
before the Division Bench of the Hon'ble High Court
at Calcutta. The disposal of the matter is presently
pending.

The Secretarial Auditors have also made observations
relating to outstanding Electricity Duty amounting
to ' 15296.87 lakhs as at March 31, 2025 as per the
relevant provisions of the Bengal Electricity Duty Act,
1935 and a minor delay relating to disclosure to the
Stock Exchanges for change in directorship, which was
approved at the Board Meeting held on March 28, 2025.

Your Company is taking necessary steps to address
the matter relating to outstanding Electricity Duty. The
insignificant delay in the aforesaid disclosure was due
to technical issues.

As per NSE Circular Ref No: NSE/CML/2025/02 dated
January 2, 2025, the Integrated Filing in PDF format, as
prescribed, is required to be submitted within 24 hours
from the conclusion of the Board Meeting pertaining to
the December 2024 quarter. However, the Integrated
filing of the Board Meeting held on February 8, 2025,
was marginally delayed. The said delay was also due to
technical issues /glitches while filing the said document.

• Appointment of Secretarial Auditors

Pursuant to Section 204 of the Act read with the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 framed thereunder
and Regulation 24A of the Listing Regulations, as
amended every listed entity is required to appoint a
Peer Reviewed Company Secretary or firm of Company
Secretaries as Secretarial Auditor for a term of five
years with the approval of shareholders at the Annual
General Meeting.

The Board of Directors at its meeting held on 20th May,
2025, after considering the expertise and experience of
M/s. MR & Associates, Practicing Company Secretaries,
a Peer Reviewed Firm (Peer Review Certificate No.:
5598/2024) and based on the recommendation of
the Audit Committee, have appointed M/s. MR &
Associates, Practicing Company Secretaries as the
Secretarial Auditors of the Company for a term of five
consecutive years, commencing from 1st April, 2025 to
31st March, 2030 , subject to the approval of Members
at the ensuing AGM.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V to the
Listing Regulations, the Report on Corporate Governance is
attached to this Report as Annexure IV and the Certificate
from M/s. SS Kothari Mehta & Co.,LLP the Statutory Auditors
of your Company, confirming compliance of the conditions
of Corporate Governance forms part of the said Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

The Board of Directors of your Company has adopted a
Related Party Transactions Policy to ensure that proper
approval, reporting and disclosure processes are in
place for all transactions between your Company and
the Related Parties. The Related Party Transactions
Policy is available on your Company's website at the
link https://indiapower.eom/#/investorrelations/
corporatecodespoliciepagefile?filename=RELATED%20
PARTY%20TRANSACTIONS%20POLICY_20250226_m932l
pdf

All Related Party Transactions entered into by your Company
during the financial year 2024-25 were in the ordinary course
of business and on an arm's length basis and in accordance
with the provisions of the Act, the Listing Regulations and
the Related Party Transactions Policy of your Company. No
material Related Party Transaction arising from contract

/ arrangement / transaction under the purview of Section
188(1) of the Act was entered into with any Related Party
during the financial year 2024-25. The disclosure of Related
Party Transactions in terms of Section 134(3)(h) of the Act in
Form AOC-2 is not applicable to your Company. The details
of Related Party Transactions entered by your Company with
Related Parties during the financial year 2024-25 are set out
in the Notes to the Financial Statements for the financial year
ended 31st March, 2025.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Your Company, being engaged in the business of providing
infrastructure facilities, the loans made, guarantees given
or security provided and the investments / acquisitions
made by your Company by way of subscription, purchase
or otherwise in the securities of any other body corporate
are exempt from the applicability of provisions of Section
186 of the Act.

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

The statement containing the information relating to
conservation of energy, technology absorption, foreign
exchange earnings and outgo in accordance with Section
134(3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is attached to this Report as
Annexure V.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS / COURTS /
TRIBUNALS

There has been no significant and material order passed
by the Regulators / Courts / Tribunals impacting the going
concern status of your Company and its future operations.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The statements containing the information to be disclosed
in terms of Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are attached to this Report as
Annexure VI and Annexure VII respectively.

COMPLIANCES WITH APPLICABLE SECRETARIAL
STANDARDS

Your Directors confirm that the provisions of the applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India have been duly complied with.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Business Responsibility and Sustainability Report for the
financial year ended 31st March, 2025 in terms of Regulation
34(2)(f) of the Listing Regulations is attached to this Report
as Annexure VIII.

DISCLOSURE UNDER ELECTRICITY DISTRIBUTION
(ACCOUNTS AND ADDITIONAL DISCLOSURES)
RULES, 2024

Pursuant to the provision of Ministry of Power (MoP)
Electricity Distribution (Accounts and Additional
Disclosures) Rules, 2024, the disclosure required under
Clause 6 of the said Rules is annexed to the Board's Report as
Annexure - IX.

ANNUAL RETURN

In terms of the provisions of Sections 92(3) and 134(3)
of the Act, the draft of the Annual Return for the financial
year ended 31st March, 2025 is available on your
Company's website and can be accessed at the link https://
indiapower.eom/#/investorrelations/financialinformation/
annualreturnpagefile?filename=DRAFT%20ANNUAL%20
RETURN%202025_20250617_0317401.pdf

OTHER DISCLOSURES / REPORTING

No disclosure or reporting is required in respect of the
following items as there were no transaction done on these
items during the year under review:

• There was no issue of equity shares with differential
rights as to dividend, voting or otherwise.

• There was no issue of sweat equity shares.

• Your Company does not have any scheme of provision
of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.

• There was no recei pt of any remuneration or commission
by the Executive Directors of your Company from any
of its subsidiaries.

• There was no revision in the Financial Statements or
the Report of the Board of your Company.

• There was no change in the nature of business.

During the financial year 2021-22, State Bank of India had filed
an application before Hon'ble NCLT, Hyderabad against your
Company (in its capacity as a Corporate Guarantor of MEL)
under Section 7 read with Section 60(2) of IBC. Hon'ble NCLT,
Hyderabad had dismissed the application vide Judgment
& Order dated 30th October, 2023. State Bank of India had
filed an appeal against the said Order under Section 61 of
IBC before the NCLAT, Chennai. In the interregnum SBI had
also filed an appeal before the Hon'ble Supreme Court of
India against the Order dated 4th October 2023 of NCLAT,
Chennai with respect to the non-consideration of new factual

assertions in the Rejoinder filed in the main CP. The Hon'ble
Supreme Court vide its Order dated 14th February, 2025
remanded back the main CP before NCLT, Hyderabad for
fresh consideration of the Section 7 application filed by SBI.
The matter is presently pending. The issue whether there
exists a debt due to the lenders of MEL is presently sub-
judice and hence the liability of your Company, if any, in its
capacity as a Corporate Guarantor is not crystallized.

During the financial year 2020-21, Gupta Power Private
Limited, an operational creditor had filed an application
under Section 9 of IBC before Hon'ble NCLT, Kolkata.
Hon'ble NCLT, Kolkata, had dismissed the application vide
Judgment and Order dated 17th July, 2023. Gupta Power
Private Limited has preferred an appeal under Section 61
of the IBC before the Hon'ble NCLAT, Delhi against the said
Judgment and Order. Hon'ble NCLAT vide its Order dated
5th July, 2024 remanded back the matter to NCLT, Kolkata
to re-adjudicate the matter after taking into consideration
all the documents placed on record by both sides. The
Hon'ble Court vide Order dated 11th April, 2025, passed
an Order restraining Gupta Power from operating Bank
Account No. 381010200000602 maintained with Axis Bank,
Bhubaneswar, Odisha. The matter is presently sub-judice.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful
appreciation for the co-operation and assistance extended
to your Company by the Ministry of Power, WBERC, Central
Electricity Regulatory Commission, various Ministries of
the Central and State Governments, particularly the Power
Departments, State Discoms, Central and State Transmission
Companies, West Bengal Green Energy Development
Corporation Limited, Damodar Valley Corporation, Power
Exchanges, Department of Public Enterprises, Securities
and Exchange Board of India, Stock Exchanges, Ministry
of Corporate Affairs and other concerned Government
departments / agencies.

The Board of Directors of your Company also conveys its
gratitude to the valuable Stakeholders of your Company viz.,
the Shareholders, Bankers, Contractors, Suppliers and other
business associates for their continued trust and excellent
support and the Consumers for their unwavering patronage.
The Directors also places on record their appreciation for the
unstinted efforts and contributions made by the Employees
of your Company.

For and on behalf of the Board of Directors

Raghav Raj Kanoria Somesh Dasgupta

Place: Kolkata Managing Director Whole-time Director

Date: 20th May, 2025 DIN: 07296482 DIN: 01298835