Your Directors are pleased to present the Nineteenth Annual Report of the Company, together with the Audited Standalone and
Consolidated Financial Statements, for the financial year ended March 31, 2026. The Report provides an overview of the Company's
business operations, financial performance, and other significant developments during the year under review.

FINANCIAL RESULTS & COMPANY PERFORMANCE

The Company continues 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 entire power offtake from the plant is secured under a long-term Power Purchase Agreement (PPA) with Maharashtra State
Electricity Distribution Company Limited (MSEDCL), awarded through a competitive bidding process. The fuel requirement of
the plant is supported by a long-term Fuel Supply Agreement (FSA) with South Eastern Coalfields Limited (SECL), a subsidiary of
Coal India Limited, ensuring a reliable supply of coal for plant operations.

During the financial year 2025-26, the Amravati Thermal Power Plant recorded the following key operational achievements:

• Received and unloaded 1,469 coal rakes, averaging approximately 4.0 rakes per day.

• Continued to rank among the best-performing thermal power plants in Maharashtra, achieving a Plant Load Factor (PLF) of
82% and Plant Availability of 88% during the year.

• Sold 22.19 Million Units (MUs) of electricity through the power exchange, generating additional revenue of 16.38 crore,
over and above the revenue earned under the long-term PPA.

FINANCIAL RESULTS: (' in Crore)

TRANSFER TO RESERVE

The Board of Directors has decided to retain the entire profits for FY 2025-26 in P&L account.

DIVIDEND

Due to non-availability of distributable profits in the year 2025-26, dividend was not recommended by the Board.

The "Dividend Distribution Policy" formulated in terms of and pursuant to the Regulation 43A of the SEBI (Listing Obligation and
Disclosure Requirement) Regulation, 2015 (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/2022/38/dividend-distribution-policv.pdf

CHANGE IN OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

During the Financial Year 2025-26, there was no change in the object clause of Memorandum of Association of the Company.
BUSINESS REVIEW

Please refer business review section of Management Discussion and Analysis Report

DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP) DETAILS

As on March 31, 2026, the Board of Directors of the Company comprised six Directors, including one Independent Woman
Director.

In terms of the provisions of Section 152 of the Companies Act, 2013 (the "Act") and Articles of Association of the Company, Mr.
Rajiv Rattan (DIN: 00010849), retires by rotation at the ensuing Annual General Meeting and being eligible for re-appointment,
has offered himself for the same.

The proposal for the re-appointment of Mr. Rajiv Rattan as a director liable to retire by rotation forms part of the Notice convening
the Nineteenth Annual General Meeting of the Company. The requisite details of Mr. Rajiv Rattan, as required under the Act, the
Listing Regulations, and Secretarial Standard on General Meetings (SS-2), are provided in the Corporate Governance Report
forming part of this Annual Report.

During the financial year 2025-26, none of the Non-Executive Directors of the Company had any pecuniary relationship or
transactions with the Company, other than the remuneration paid to Mr. Ajay Kumar Tandon, Independent Director, and the
sitting fees paid to the Independent Directors for attending the meetings of the Board and its Committees, in accordance with
the applicable provisions of the Act and the Listing Regulations.

Pursuant to the provisions of the Act and the Listing Regulations, the Company has constituted following Statutory Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

During the year under review, all recommendations made by the Committees, including those of the Audit Committee, were
duly considered and accepted by the Board.

Detailed information relating to the composition of the Board and its Committees, attendance of Directors/ members, number
of meetings held during the financial year 2025-26, terms of reference of the Committees, and other governance-related matters
is provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

Nomination & Remuneration Policy:

The Nomination and Remuneration Policy of the Company is available on our website at

https://www.rattanindiapower.com/wp-content/uploads/2026/D9/section 178 4 policy for selection-and-appointment-of-director-and-KMP-and-their-remuneration.pdf
A. Changes in Directors (Including Directors as the Key Managerial Personnel), during the Financial Year 2025-26 or thereafter
During the financial year under review, the following changes took place in the composition of the Board of Directors:

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

(ii) Mr. Ravi Kumar Pakalapati (DIN: 11178447) was appointed as an Additional Director and Whole-time Director of the
Company with effect from July 23, 2025, for a term of five years, on such terms and conditions, including remuneration,
as approved by the Board of Directors. His appointment was subsequently approved by the Members at the 18^th
Annual General Meeting of the Company held on September 26, 2025.

Pursuant to Regulation 17(6)(ca) of the Listing Regulations, the payment of remuneration to Mr. Ajay Kumar Tandon,
Independent Director, requires the approval of the Members by way of a Special Resolution, as the remuneration proposed
to be paid to him during the financial year 2026-27 would exceed fifty percent of the total annual remuneration payable to
all the non-executive directors of the Company.

In accordance with Regulation 34(3), read with Paragraph C(10)(i) of Schedule V to the Listing Regulations, a certificate
issued by Mr. Sanjay Khandelwal, Practising Company Secretary, confirming that none of the Directors of the Company has
been debarred or disqualified from being appointed or continuing as a director of any company, forms part of the Corporate
Governance Report annexed to this Annual Report.

Accordingly, the following matters have been included in the Notice convening the Nineteenth Annual General Meeting of
the Company for the approval of the Members:

• Re-appointment of Mr. Rajiv Rattan as a Director liable to retire by rotation; and

• Approval of remuneration payable to Mr. Ajay Kumar Tandon, Independent Director, where the remuneration payable
to him for the financial year 2026-27 exceeds fifty percent of the total annual remuneration payable to all the non¬
executive directors of the Company.

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

During the year under review there was no change in the composition of KMP (other than the directors) of the Company.

Accordingly, pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company as
on 31^st March 2026, and as on the date, are as follows:

Mr. Rajiv Rattan- Whole-time Director

Mr. Himanshu Mathur- Whole-time Director

Mr. Ravi Kumar Pakalapati- Whole-time Director

Mr. Lalit Narayan Mathpati- Company Secretary

Mr. Manish Ratnakar Chitnis- Chief Financial Officer (CFO)

DECLARATIONS FROM INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act read with Regulation 16(1)(b) of the Listing Regulations, as amended from
time to time, Mrs. Pritika Poonia, Mr. Ajay Kumar Tandon and Dr. Virender Singh were Independent Directors of the Company as
on March 31, 2026 and continue to hold office as Independent Directors as on the date of this Report.

The Company has received the requisite declarations from all the Independent Directors confirming that:

• they meet the criteria of independence prescribed under Section 149(6) of the Act read with the rules made thereunder
and Regulation 16(1)(b) of the Listing Regulations;

• they are registered with the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs (IICA),
Ministry of Corporate Affairs, Government of India, and their names continue to be included therein, wherever applicable;

• they are not aware of any circumstance or situation, existing or reasonably anticipated, that could impair or impact their
ability to discharge their duties as Independent Directors with an objective and independent judgment; and

• they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act, which forms an
integral part of the Company's Code of Conduct for Directors and Senior Management Personnel, and have affirmed their
compliance with the same.

Based on the declarations received and after carrying out the prescribed assessment, the Board is of the opinion that all the
Independent Directors possess the requisite integrity, expertise and experience, including proficiency, and satisfy the conditions
of independence as prescribed under the Act and the Listing Regulations.

In accordance with Regulation 25(7) of the Listing Regulations, the Company has in place a Familiarization Programme for
Independent Directors to enable them to gain insights into the Company's business, industry, business model, regulatory
environment, roles, rights, responsibilities and other relevant aspects of their directorship.

Pursuant to Regulation 46(2)(i) of the Listing Regulations, the details of the Familiarization Programme are available on the
Company's website.

https://www.rattanindiapower.com/wp-content/uploads/2022/38/FAMILIARIZATION-PROGRAMME-FQR-INDEPENDENT-

DIRECTORS-1.pdf

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has adopted a Policy on the Appointment of Directors, Key Managerial Personnel ("KMP") and Senior Management
Personnel, and on their Remuneration, in accordance with the provisions of the Act and the Listing Regulations.

The Policy is available on the Company's website at
https://www.rattanindiapower.com/wp-content/uploads/2026/D9/section 178 4 policy for selection-and-appointment-of-director-and-KMP-and-their-remuneration.pdf

The Policy sets out the criteria for the identification, selection and appointment of Directors, KMP and Senior Management
Personnel, including the qualifications, experience, expertise, integrity, positive attributes and independence required for
appointment to the Board. While considering appointments, due regard is given to the individual's knowledge, professional
experience, skills and expertise, and their ability to contribute effectively to the Company's growth, governance and long-term
strategic objectives.

The Policy also lays down the framework for determining the remuneration of Directors, KMP and Senior Management Personnel.
The remuneration structure is designed to attract, motivate and retain competent professionals and is commensurate with the
individual's role, responsibilities, experience, performance and industry benchmarks, while remaining aligned with the Company's
business objectives and in compliance with the applicable statutory and regulatory requirements.

The remuneration packages of the Directors, Key Managerial Personnel (KMP) and Senior Management Personnel are determined
in accordance with the principles set out in the Company's Remuneration Policy. The remuneration is commensurate with the
nature, scope, complexity and significance of the roles and responsibilities entrusted to them, while also taking into account
industry benchmarks, market practices, individual qualifications, experience and performance. The Policy aims to ensure that
the Company is able to attract, motivate and retain competent professionals by offering fair, competitive and performance-
oriented remuneration within the framework of the applicable laws and regulations.

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

Pursuant to the provisions of the Act and the Listing Regulations, the Company has put in place a structured framework for the
annual evaluation of the performance of the Board of Directors, its Committees and individual Directors.

The annual performance evaluation was carried out during the year in accordance with the evaluation criteria approved by the
Board. The evaluation of the Board was based on various parameters, including the composition and structure of the Board,
effectiveness of its functioning, quality of strategic guidance, decision-making process, governance practices, adequacy and
timeliness of information provided to the Board, and the overall effectiveness of Board processes.

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 accordance with Regulation 17(10) of the Listing Regulations, the performance of each Independent Director was evaluated
by the entire Board of Directors, excluding the Director being evaluated. The evaluation was based on inputs received from the
Chairman and all other Directors, both Independent and Non-Independent.

The assessment, inter alia, covered:

(a) the performance and effectiveness of the concerned Independent Director in discharging his/her roles and responsibilities;
and

(b) fulfilment of the criteria of independence prescribed under the Act and the Listing Regulations, and the Director's
independence from the management.

Further, pursuant to Regulation 25(4) of the Listing Regulations, the Independent Directors, at their separate meeting, evaluated
the performance of the Non-Independent Directors, the Chairman and the Board as a whole.

The evaluation, inter alia, covered:

(a) the performance of the Non-Independent Directors and the Board as a whole;

(b) the performance and effectiveness of the Chairman, taking into account the views of the Executive and Non-Executive
Directors; and

(c) the quality, quantity and timeliness of the flow of information between the management and the Board, which is essential
for the Board to effectively discharge its responsibilities.

The evaluation process was comprehensive and incorporated the views of all Directors, including Executive, Non-Executive,
Independent and Non-Independent Directors, as applicable.

The performance of the various Board Committees was also evaluated by the Board, having regard to the scope of their respective
responsibilities, effectiveness in discharging their functions, quality of deliberations and the recommendations made by them
to the Board.

The Board expressed satisfaction with the overall effectiveness of its functioning, the functioning of its Committees and the
contribution made by individual Directors during the year under review.

MEETINGS OF THE BOARD OF DIRECTORS

During the financial year under review, five meetings of the Board of Directors of the Company were convened and held. The
details of the Board Meetings, including the dates of the meetings and attendance of the Directors, are provided in the Corporate
Governance Report, which forms part of this Annual Report.

A separate meeting of the Independent Directors was held on May 7, 2025. The meeting was attended by all the Independent
Directors of the Company.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of the Act, 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.

As on March 31, 2026, the CSR Committee comprised three Directors, namely Mr. Ajay Kumar Tandon (Chairman), Independent
Director, Dr. Virender Singh, Independent Director, and Mr. Himanshu Mathur, Whole-time Director. The Committee is entrusted
with the responsibility of formulating, implementing and monitoring the CSR Policy and related initiatives under the overall
guidance and supervision of the Board of Directors.

The CSR Policy outlines the guiding principles and the broad framework for undertaking CSR initiatives in areas specified under
Schedule VII of the Act, with a primary focus on creating sustainable social impact in and around the Company's areas of operation.

During the financial year under review, the Company was not statutorily required to spend any amount towards Corporate
Social Responsibility, as the average net profits of the three immediately preceding financial years, computed in accordance
with the provisions of Section 135 of the Companies Act, 2013, were negative.

Notwithstanding the above, the Company remains committed to its social responsibilities and intends to undertake CSR initiatives
in accordance with the applicable statutory requirements as and when it becomes obligated to do so and its financial position
permits.

The CSR Policy is available on the Company's website at:

https://www.rattanindiapower.com/wp-content/uploads/2023/38/Corporate-Social-Responsibilitv-Policv RPL.pdf

The Annual Report on Corporate Social Responsibility, as prescribed under the Companies Act, 2013, forms part of this Board's
Report and is annexed hereto as Annexure-A.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transactions entered into by the Company with its related parties during the financial year were
in the ordinary course of business and on an arm's length basis, in compliance with the provisions of Section 188 of the Act read
with Rules 6A and 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to time.

Repetitive transactions of a routine nature were approved by the Audit Committee through the omnibus approval mechanism,
in accordance with the applicable provisions of the Act and the Listing Regulations.

During the year under review, the Company did not enter into any related party transaction that was considered material in
terms of the Company's Policy on Materiality of Related Party Transactions or the applicable provisions of the Listing Regulations.
Nevertheless, pursuant to the provisions of Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules,
2014, the prescribed particulars of related party transactions in Form AOC-2 are annexed to this Report as Annexure B.

The Company has also adopted a comprehensive Policy on Related Party Transactions in accordance with the requirements of
Regulation 23 and other applicable provisions of the Listing Regulations read with Section 188 of the Act and Rules 6A and 15 of
the Companies (Meetings of Board and its Powers) Rules, 2014, as amended from time to time. The Policy provides a robust
framework for the identification, approval, review and reporting of related party transactions and is implemented in both letter
and spirit across the organization.

The Policy on Related Party Transactions is available on the Company's website at:
httPs://www.rattanindiapower.com/wp-content/uploads/2022/38/related-partv-policv.pdf

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has established an adequate system of internal financial controls commensurate with the nature, size and complexity
of its business operations. These controls are designed to provide reasonable assurance regarding the orderly and efficient
conduct of business, the accuracy and completeness of accounting records, the reliability of financial and operational reporting,
compliance with applicable laws and regulations, safeguarding of assets, prevention and detection of frauds and errors, and the
timely preparation of reliable financial information.

The Company's internal audit function operates in accordance with a risk-based audit plan approved by the Audit Committee.
The Internal Auditors conduct periodic audits and submit their reports to the Audit Committee, which reviews the findings,
monitors the implementation of corrective actions, and provides guidance for strengthening the internal control framework,
wherever necessary. In addition, the Cost Auditors, Secretarial Auditors and Statutory Auditors independently evaluate the
adequacy and effectiveness of the Company's internal control systems during the course of their respective audits.

The Audit Committee also holds periodic discussions with the Statutory Auditors to review the adequacy and effectiveness of
the internal financial control framework and keeps the Board informed of significant observations and recommendations arising
from such reviews.

Based on the established framework and periodic assessments, the Board is of the opinion that the Company has adequate
internal financial controls that ensure:

1. the maintenance of proper records that accurately and fairly reflect the transactions and disposition of the assets of the
Company;

2. the recording of transactions as necessary to facilitate the preparation of financial statements in accordance with the
applicable accounting standards and generally accepted accounting principles, and to ensure that receipts and expenditures
are incurred only with appropriate management and Board authorizations; and

3. the prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have
a material impact on its financial statements.

The Board believes that the Company's internal financial control framework is adequate and operating effectively during the
financial year under review.

RISK MANAGEMENT

Pursuant to Regulation 21(2) of the Listing Regulations as amended from time to time, the Board of Directors has constituted a
Risk Management Committee to oversee the implementation of the Company's Risk Management Policy and to monitor, review
and evaluate the effectiveness of the risk management framework, methodologies, processes and systems adopted by the
Company.

As on March 31, 2026, the Risk Management Committee comprised the following members:

• Mr. Rajiv Rattan - Chairman (Non-Independent Director)

• Mr. Ajay Kumar Tandon - Independent Director

• Mrs. Pritika Poonia - Independent Woman Director

• Mr. Manish Chitnis - Chief Financial Officer

The Company has in place a comprehensive Risk Management Policy designed to identify, assess, monitor and mitigate risks
that may adversely impact its business objectives and operations. The Policy has been formulated after a detailed assessment of
the risks associated with the Company's business and the thermal power sector in India. These include, inter alia, risks relating
to coal availability and supply chain disruptions, lower-than-anticipated power offtake, reduced plant load factors, the financial
health of power distribution companies, and other industry-specific challenges. The Policy also addresses risks arising from
unforeseen and extraordinary events and prescribes appropriate mitigation measures.

In addition, the Risk Management Policy encompasses risks relating to the Company's assets and properties, employee health
and safety, statutory and regulatory compliance, foreign exchange fluctuations, business competition, contractual obligations
and other operational, financial and strategic risks.

The Management Discussion and Analysis Report, forming part of this Annual Report, provides a detailed discussion on the key
risks and uncertainties that may affect the Company's performance and the measures adopted to mitigate such risks.

The Risk Management Policy is available on the Company's website and can be accessed at:
https://www.rattanindiapower.com/wp-content/uploads/2022/39/RPL-Risk-Management-Policv.pdf

PUBLIC DEPOSITS

During the year under review, the Company did not accept or hold any deposits from the public falling within the ambit of
Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

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

During the financial year 2025-26, the Company did not grant any loans, provide any guarantees or securities, or make any
investments that attracted the provisions of Section 186 of the Act and the rules made thereunder.

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

The disclosures required under Paragraph C(10)(m) of Schedule V to the Listing Regulations, relating to loans and advances in
the nature of loans to firms or companies in which Directors are interested, are provided in the Notes to the Financial Statements,
wherever applicable.

During the financial year 2025-26, the Company did not grant any loans or advances in the nature of loans to any firm or
company in which any Director is interested.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129(3) of the Act read with the rules made thereunder and Regulation 33 of the Listing
Regulations:

(a) The Consolidated Financial Statements of the Company and its subsidiary for the financial year ended March 31, 2026 have
been prepared and form part of this Annual Report. These statements will be presented together with the Standalone
Financial Statements of the Company to the shareholders for their approval.

(b) In accordance with Section 129(3) of the Act, a statement containing the salient features of the financial statements of the
subsidiary in Form AOC-1 is annexed to the Financial Statements and forms part of this Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated Financial Statements of the
Company, together with the relevant documents are available on the Company's website at https://www.rattanindiapower.com/ml/financials/.
The audited financial statements of its subsidiary company are available at https://www.rattanindiapower.com/rpl/poena-power/

MATERIAL CHANGES AND FINANCIAL COMMITMENT

There have been no material changes or commitments affecting the financial position of the Company that have occurred
between the end of the financial year ended March 31, 2026 and the date of this Report.

DETAILS OF SIGNIFICANT CHANGES

The details of changes in the key financial ratios during the financial year are provided in the Management Discussion and
Analysis Report, which forms an integral part of this Annual Report.

SHARE CAPITAL

During the Financial Year 2025-26, there was no change in the Issued and Paid-up share capital of the Company.

As on March 31, 2026 and also as on date of this report, the paid up share capital of the Company stood at ' 5997,02,58,600
comprising:

• 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 of ' 10 each;

• 37,69,20,000 (Thirty-Seven Crore Sixty-Nine Lakh Twenty Thousand) Optionally Convertible Cumulative Redeemable
Preference Shares of face value of ' 10 each; and

• 25,00,00,000 (Twenty-Five Crore) Cumulative Non- Convertible Redeemable Preference Shares of face value of ' 10 each.

HUMAN RESOURCES

The Company firmly believes that its people are the cornerstone of its long-term success. It is committed to fostering a progressive,
inclusive, and harmonious work environment that promotes employee well-being, engagement, and professional growth. The
Company continues to focus on building and nurturing a skilled, motivated, and high-performing workforce capable of delivering
sustained value to all stakeholders. Through continuous learning, employee engagement, and a culture of collaboration, the
Company remains well-positioned to meet evolving business challenges and stay future-ready from structural, financial, and
cultural perspectives.

EMPLOYEE HEALTH & SAFETY

The Company is committed to providing a safe, healthy, and secure workplace for its employees and all other stakeholders.
Occupational Health and Safety (OHS) remains an integral part of the Company's operational philosophy, with a proactive and
preventive approach aimed at identifying, assessing, and mitigating workplace risks.

The Company is dedicated to fostering a strong safety culture across the organization by implementing robust health and safety
practices and ensuring compliance with applicable statutory and regulatory requirements. During the year, all employees received
training on various aspects of the Occupational Health and Safety Management System, reinforcing awareness and adherence
to safe work practices.

The Company continues to strengthen and enhance its management systems to eliminate workplace hazards, minimize health
and safety risks, and promote the overall well-being of its employees and other stakeholders through a process of continual
improvement.

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 of the Company as on March 31, 2026 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 for the financial year ended March 31, 2026, 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 19^th 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. 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/2022/38/Policv-on-Material-Subsidiaries.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures relating to remuneration and other particulars of employees, as required under Section 197(12) of the Companies
Act, 2013 ("the Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, are provided in Annexure - C, forming part of this Report.

The statement containing particulars of employees pursuant to Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms an integral part of this Annual Report.

However, in accordance with the first proviso to Section 136(1) of the Act, the Annual Report is being circulated to the Members
without the aforesaid statement. Members desirous of obtaining a copy of the said statement may send their request to the
Company Secretary at ir rpl@rattanindia.com, and the same will be made available on request.

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 during the
financial year 2025-26, which is required to be disclosed in terms of Section 197(14) of the Companies Act, 2013.

VIGIL MECHANISM

The Company has in place a Whistle Blower Policy and a Vigil Mechanism in accordance with the provisions of Section 177(9) of
the Act and Regulation 22 of the Listing Regulations. The Policy provides a mechanism for Directors and employees to report
genuine concerns regarding unethical behaviour, actual or suspected fraud, violations of the Company's Code of Conduct, or
any other improper practices, without fear of retaliation.

The Whistle Blower Policy is available on the Company's website at:

https://www.rattanindiapower.com/wp-content/uploads/2022/08/VIGIL-MECHANISM-WHISTLE-BLOWER-POLICY-1.pdf.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, as amended, the Company is required to include a Business Responsibility
and Sustainability Report (BRSR) in its Annual Report, setting out disclosures on its performance across Environmental, Social
and Governance (ESG) parameters for the financial year 2025-26.

The BRSR is based on the nine principles of the National Guidelines on Responsible Business Conduct (NGRBC) issued by the
Ministry of Corporate Affairs (MCA), which provide a framework for businesses to operate in a responsible and sustainable
manner.

In compliance with the aforesaid regulatory requirements, the BRSR forms part of this Annual Report as Annexure - D.
GENERAL DISCLOSURES:

Your Directors further confirm that there were no transactions, events or developments during the financial year under review
requiring disclosure under the applicable provisions of the Act, the Listing Regulations, or any other applicable law, in respect of
the following matters:

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

2. Issue of shares, including sweat equity shares, to employees of the Company under any employee stock option scheme or
any other employee benefit scheme.

3. Any material order passed by any regulatory authority, court or tribunal that could have an impact on the going concern
status of the Company or materially affect its future operations.

EMPLOYEE STOCK OPTIONS

As on March 31, 2026, the Company did not have any Employee Stock Option Scheme (ESOS) or any other employee share-
based benefit scheme in force. The said position continues unchanged as on the date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of Regulation 34(2)(e) of the Listing Regulations as amended, the Management Discussion
and Analysis Report, containing an overview of the Company's operational and financial performance and outlook, is presented
in a separate section and forms an integral part of this Annual Report.

CORPORATE GOVERNANCE REPORT

In compliance with the applicable provisions of the Listing Regulations read with Schedule V thereto, the Company has included
a detailed Corporate Governance Report as a separate section forming part of this Annual Report.

The requisite certificate from the Practicing Company Secretary, certifying the Company's compliance with the conditions of
Corporate Governance prescribed under the Listing Regulations, forms an integral part of this report.

STATUTORY AUDITORS & AUDITORS' REPORT

Pursuant to the applicable provisions of the Act and the Rules made thereunder, M/s Walker Chandiok & Co LLP, Chartered
Accountants (Firm Registration No. 001076N/N500013), shall complete their second consecutive term as the Statutory Auditors
of the Company upon the conclusion of the ensuing 19th Annual General Meeting.

Based on the recommendation of the Audit Committee, the Board has recommended the appointment of M/s T R Chadha & Co
LLP, Chartered Accountants (Firm Registration No. 006711N/N500028), as the Statutory Auditors of the Company for a term of
five consecutive years, commencing from the conclusion of the ensuing Annual General Meeting until the conclusion of the
Annual General Meeting to be held in the year 2031, to conduct the statutory audit of the financial statements of the Company
for the financial years 2026-27 to 2030-31, subject to the approval of the shareholders.

The proposed Statutory Auditors have furnished their written consent to act as the Statutory Auditors of the Company and have
confirmed, by way of the requisite certificate under Sections 139 and 141 of the Act, that they satisfy the prescribed eligibility
criteria and are not disqualified from being appointed as the Statutory Auditors of the Company.

The Independent Auditors' Report on the standalone and consolidated financial statements for the financial year ended March
31, 2026, forms an integral part of this Annual Report. The Auditors' Report does not contain any qualification, reservation,
adverse remark or disclaimer.

During the financial year under review, the Statutory Auditors did not report any fraud under Section 143(12) of the Act.
Accordingly, no disclosure is required under Section 134(3)(ca) of the Act.

AUDIT COMMITTEE

As on March 31, 2026, the Audit Committee comprised four members, namely, Dr. Virender Singh, Independent Director, who
served as the Chairperson of the Committee, Mrs. Pritika Poonia and Mr. Ajay Kumar Tandon, Independent Directors, and Mr.
Rajiv Rattan, Non-Independent Director. The composition of the Committee is in compliance with the applicable provisions of
the Act and the Listing Regulations.

During the financial year under review, the Audit Committee deliberated on various matters within the scope of its terms of
reference, including the review of quarterly and annual financial statements, internal audit reports, internal financial controls,
risk management framework, related party transactions, statutory audit observations, compliance with applicable laws and
regulations, and other matters entrusted to it by the Board from time to time.

All the recommendations made by the Audit Committee during the financial year were duly considered and accepted by the
Board of Directors.

A detailed note on the composition of the Audit Committee, its terms of reference, the meetings held during the financial year,
attendance of members and other disclosures as required under the Act and the Listing Regulations is provided in the Corporate
Governance Report, which forms an integral part of this Annual Report.

COST AUDITORS

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company
is required to maintain cost records and have such records audited in respect of its applicable products and activities. The
Company has maintained the prescribed cost accounts and records for the financial year under review in accordance with the
applicable statutory requirements.

Based on the recommendation of the Audit Committee, the Board of Directors has appointed M/s Gurvinder Chopra & Co., Cost
Accountants (Firm Registration No. 100260) as the Cost Auditors of the Company to conduct the audit of the cost records for the
financial year 2026-27, at a remuneration as recommended by the Audit Committee and approved by the Board, subject to
ratification by the Members.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, a resolution
seeking ratification of the remuneration payable to the Cost Auditors for the financial year 2025-26 will be placed before the
Members for approval at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, and Regulation 24A of the Listing Regulations, the Board of Directors, based on the
recommendation of the Audit Committee, at its meeting held on September 1, 2025, approved the appointment of M/s. Sanjay
Khandelwal & Co., Practicing Company Secretaries, as the Secretarial Auditor of the Company for a term of five consecutive
financial years commencing from Financial Year 2025-26 and ending with Financial Year 2029-30. The appointment was
subsequently approved by the Members at the 18th Annual General Meeting of the Company held on September 26, 2025.

Accordingly, the Secretarial Audit of the Company for the financial year ended March 31, 2026, was carried out by M/s. Sanjay
Khandelwal & Co., Practicing Company Secretaries, in accordance with the provisions of the Act and the applicable Secretarial
Standards. The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark, disclaimer or observation requiring
explanation by the Board.

Further, pursuant to Regulation 24A of the Listing Regulations, the Company has obtained the Annual Secretarial Compliance
Report from M/s. Sanjay Khandelwal & Co., Practicing Company Secretaries, for the financial year ended March 31, 2026. The

said Report confirms compliance with the applicable provisions of the Listing Regulations and SEBI circulars and does not contain
any qualification, reservation, adverse remark or disclaimer.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has in place adequate systems and processes to ensure compliance with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI). Such systems and processes are operating effectively and have
ensured compliance with the applicable Secretarial Standards during the financial year

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(C) read with 134(5) of the Act, 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, 2026, that:

1. the applicable Accounting Standards have been followed in the preparation of the annual financial statements and there
have been no material departures therefrom;

2. appropriate accounting policies have been selected and applied consistently, and judgments and estimates that are
reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at March
31, 2026, and of its profit/loss for the financial year ended on that date;

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

4. the annual financial statements have been prepared on a going concern basis;

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

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

Based on the internal financial control framework and compliance mechanisms established and maintained by the Company,
the reports of the Internal Auditors, Statutory Auditors and Secretarial Auditors, as well as the periodic reviews undertaken by
the Management and the Audit Committee, the Board is satisfied that the Company's internal financial controls and compliance
systems remained adequate and effective and operated efficiently throughout the financial year 2025-26.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to providing a safe, secure, inclusive and respectful work environment for all employees and maintains
a zero-tolerance approach towards sexual harassment at the workplace.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 ("POSH Act") and the Rules framed thereunder, the Company has constituted an Internal Complaints Committee
("ICC") to receive, inquire into and redress complaints relating to sexual harassment at the workplace. The Company has also
adopted a comprehensive Policy on Prevention of Sexual Harassment (POSH Policy), which provides a robust framework for
prevention, prohibition and redressal of complaints. The Policy ensures a fair, impartial and time-bound inquiry process while
maintaining strict confidentiality and protecting the dignity and privacy of all concerned.

The status of complaints under the POSH Act during the financial year 2025-26 is as follows:

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

During the year under review, the Company remained in compliance with the applicable provisions of the Maternity Benefit Act,
1961 and the rules framed thereunder. The Company continues to uphold the statutory rights and welfare of its women employees
by ensuring compliance with all applicable maternity benefit requirements.

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 2026-2027, has been duly paid.

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

The Company remains committed to promoting energy conservation and enhancing operational efficiency across its operations.
Through the adoption of sustainable practices and continuous process improvements, the Company strives to optimize energy
consumption, reduce emissions and environmental pollutants, and deliver cost-effective and environmentally responsible energy
solutions.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required
under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are forming
part of 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.

During the financial year 2025-26, the Company did not enter into any one-time settlement in respect of its borrowings with
any lender. Further, as on the date of this Report, the Company is not a party to, nor is it engaged in, any one-time settlement
arrangement with any of its lenders.

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

The application filed under Section 7 of the IBC Code against the Company, by one of the RPS holders, demanding redemption of
the principal amount of the RPS issued by the Company along with interest and dividend, had been disposed off in Company's
favor by the Hon'ble National Company Law Tribunal (NCLT), during the FY 2025-26.

GREEN INITIATIVES

In line with the applicable provisions of the Act, the Rules framed thereunder, the Listing Regulations and the relevant circulars
issued by the Ministry of Corporate Affairs ("MCA") and the Securities and Exchange Board of India ("SEBI"), the Notice convening
the 19th Annual General Meeting ("AGM") together with the Annual Report for the financial year 2025-26 is being sent only
through electronic mode to those Members whose e-mail addresses are registered with the Company or its Registrar and Transfer
Agent, KFin Technologies Limited, or with their respective Depository Participants.

Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration)
Rules, 2014, the Company has provided its Members with the facility to cast their votes electronically on all resolutions set out
in the Notice of the AGM through remote e-voting as well as e-voting during the AGM. Detailed instructions for availing the e-
voting facility are provided in the Notice convening the AGM.

Further, in compliance with the applicable MCA Circulars and other statutory requirements, the 19th AGM of the Company will
be conducted in the manner prescribed therein, and Members will be able to participate and vote through the electronic platform
in accordance with the procedure set out in the Notice of the AGM.

ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation and gratitude to the Company's shareholders, investors, bankers,
financial institutions, regulatory and governmental authorities, business associates, customers, vendors and all other stakeholders
for their continued trust, confidence and unwavering support.

The Directors also express their heartfelt appreciation to all employees for their dedication, commitment and invaluable
contribution, which have played a significant role in the Company's sustained growth and operational excellence. The continued
support and collective efforts of all stakeholders have enabled the Company to strengthen its position as one of the leading
private sector power generation companies in the country.

For RattanIndia Power Limited

Sd/-
Rajiv Rattan

Date: 26.08.2026 Chairman

Place: London DIN: 00010849