The Directors are pleased to present to you the Sixth Integrated Report [prepared as per the framework set forth by
the International Integrated Framework and in accordance with Global Reporting Initiatives (GRI) Standards 2021] and
One Hundred and Sixth Annual Report on the business and operations of your Company along with the Audited Financial
Statements for the financial year ended March 31, 2025.

1. Financial Results

(' crore)

including rate regulatory income/ (expense)

2. Financial Performance and the State of
the Company’s Affairs

2.1 Consolidated

The Operating Revenue stood at ' 64,502 crore in FY25
compared to ' 61,542 crore in FY24 on a consolidated
basis. The increase was primarily attributable to
improved billing efficiency across Odisha Discoms
and transmission projects, along with regulatory gains
in Tata Power Delhi Distribution Limited (TPDDL).
Additionally, strong performance of the Rooftop
Engineering Procurement and Commissioning (EPC)
business, capacity enhancements in the Renewable
segment, and the commissioning of the 4.3 GW solar

cell manufacturing facility significantly contributed to
revenue growth. The topline was further supported
by the full operations of the Mundra Thermal Plant
pursuant to directions from the Ministry of Power (MoP).
These upside however, were partially offset by lower
availability stemming from a fire incident at Trombay
Thermal Plant (Unit 5), plant outages, and reduced
depreciation entitlement at Maithon Power Plant.

EBITDA grew by 14% to '14,468 crore as against
' 12,700 crore in FY24. The increase was primarily
driven by improved billing efficiency in the Odisha
Discoms, regulatory upside in TPDDL and in a few
Thermal Plants, capacity additions in the Renewable
Generation segment, higher contributions from the

Rooftop Solar business and the newly commissioned
4.3 GW manufacturing facility, and a fire insurance
claim settlement for Trombay Thermal Plant (Unit 5).
These gains were partially offset by a lower dividend
from ITPC, regulatory upside in Maithon Power Limited
(MPL) and Jojobera in previous year, and a lower
depreciation entitlement in MPL.

Profits from Joint Ventures (JVs) and Associates
declined, primarily on account of lower earnings
from Indonesian coal mines, driven by reduced coal
prices and losses incurred by Tata Projects Limited
during the year, compared to the profit earned in the
previous year.

The Consolidated Profit after tax in FY25 was at ' 4,775
crore compared to ' 4,280 crore in FY24 contributed
by an improved performance across all businesses
partly offset by an exceptional loss of ' 440 crore in the
current year towards merger impact and additional
non cash impairment charge of ' 44 crore on goodwill
and property, plant & equipment related to Renewable
companies, and a lower Deemed dilution gain on Tata
Projects Limited of ' 73 crore.

2.2 Standalone

The Operating Revenue was at ' 21,288 crore in FY25
compared to ' 20,297 crore in FY24 on a standalone
basis mainly due to the Mundra Plant being fully
operated under MoP guidelines and regulatory upside
in Mumbai Distribution and Mumbai Thermal
business segment.

The Profit after tax in FY25 was ' 3,133 crore as
compared to ' 2,230 crore in FY 24. The increase was
mainly due to higher dividend income, regulatory upside
in Thermal business, and an improved performance
across all businesses.

Refer Section 4 of the Management Discussion and
Analysis (MD&A) report for further details (pages 256¬
260).

No material changes and commitments which affect
the financial position of the Company have occurred
after the close of the year under review till the date of
this Report.

2.3 Annual Performance

Details of your Company’s annual financial
performance as published on the Company’s website
and presented during the Analyst Meet, after
declaration of annual results, can be accessed using
the following link: https://www.tatapower.com/investor-
relations/investor-downloads.aspx

2.4 Integrated Report

Continuing with our commitment towards a sustainable
future and focus on governance-based reporting, the

Company has published the Sixth Integrated Report
highlighting the Company’s efforts to empower all
categories of customers and stakeholders with future-
ready, smart energy solutions.

3. Leverage Ratios and Cash from
Operations

The Company’s Net Debt to Equity ratio remained
stable at 1.05 on a consolidated basis in FY25. The
Net Debt to Underlying EBITDA ratio increased to
2.93 in FY25 from 2.75 in FY24, primarily on account
of growth capex of ' 11,724 crore incurred during
the year, with corresponding EBITDA expected to
accrue in the ensuing periods. Higher cash EBITDA
from operations by 16% reinforces the Company’s
commitment to maintaining a comfortable debt
position for sustainable growth. A brief discussion on
the highlights of the financial performance of your
Company and financial and return ratios is presented
in the Investors section of this Integrated Report (Pages
102 -113).

4. Credit Ratings

During the year under review, the Company has
obtained credit ratings from various reputed agencies.
For brief details of credit ratings, refer to the Report on
Corporate Governance (Pages 264 - 297).

5. Management Discussion and Analysis

Management Discussion and Analysis, as required by
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations), is annexed to this Report
(Pages 238 - 263).

6. Dividend

Based on the Company’s performance, the Board
recommended a dividend of '2.25 per share on
3,19,53,39,547 equity shares of ' 1 each, subject to the
approval of the Members. The final dividend on equity
shares, if approved by the Members, would involve a
cash outflow of '718.95 crore.

Pursuant to the Finance Act, 2020, dividend income
is taxable in the hands of the Members effective
April 1, 2020, and the Company is required to deduct
tax at source (TDS) from dividend paid to the Members
at rates prescribed as per the Income-Tax Act, 1961.

The Record date for the purpose of the final dividend
for the financial year ended March 31, 2025, is
Friday, June 20, 2025.

The Dividend Distribution Policy, in terms of
Regulation 43A of the Listing Regulations,
can be accessed on the Company’s website at
https://www.tatapower.com/corporate-policies/Dividend%20Policy.pdf

Integrated Annual Report 2024-25 191

7. Current Business

Your Company operates across the entire value chain of
the power business viz. Thermal , Hydro and Renewable
Electricity Generation, Transmission, Distribution,
Power Trading, Power Services, manufacturing of
Solar cell and modules, Solar Engineering Procurement
& Commissioning, Consumer facing businesses such as
solar rooftop, Electric Vehicle (EV) charging, home
automation and microgrid. Further, your Company has
investments in Coal Mines for backward integration for
its thermal plants coal requirements. Your Company is
proud to hold a leadership position in many of these
segments and is recognised as one of India’s largest
integrated power companies.

There has been no change in the nature of business of
the Company during the year.

As of March 31, 2025, your Company has an installed
generation capacity of 15,733 MW, of which 6,873 MW
~ 44% is derived from clean and green sources such as
hydro, waste heat recovery, wind, and solar. Furthering
its commitment to sustainable energy, during the
year, the Company has secured key approvals on
the Bhivpuri pump hydro project, including from the
Central Electricity Authority (CEA), and is set to begin
construction in H1 FY26 with commissioning targeted
by August 2028. Work on the 1,800 MW Shirawata
project is expected to start in the later part of the year
and will get commissioned in 2030.

In a strategic move to strengthen regional energy
security and support the clean energy transition, the
Company entered into a partnership with Druk Green
Power Corporation Limited (DGPC), a subsidiary of
Druk Holding and Investments Limited and Bhutan’s
sole generation utility. This collaboration aims to
jointly develop 5,000 MW of clean energy generation
capacity in Bhutan. With the starting of work at the
600 MW Khorlochhu Hydro project in Bhutan (part of
a broader 5 GW clean energy MoU with Bhutan), the
Company is advancing regional energy security. This
partnership builds on the earlier collaboration in the
126 MW Dagachhu Hydropower Plant in Bhutan.

During the year, the Company won key transmission
project bids, acquiring Paradeep Transmission Limited
and ERES-XXXIX Power Transmission Limited, with
a combined investment of over '4,800 crore. The
total transmission capacity now stands at 7,047 ckm,
including 2,414 ckm under construction. The Company
has also installed more than 26 lakh smart meters
across Discoms.

TP Solar Limited commenced its 4.3 GW cell and 4.3
GW module manufacturing plant in Tirunelveli, Tamil
Nadu, one of the largest such facilities, at a single
location in India. All four cell lines were ramped up by

March 2025, and the plant achieved First Cell Out
(FCO) of its TOPCon pilot line. Notably, 80% of the
plant's workforce comprises women. During FY25, the
plant produced 3,291 MW of modules and 846 MW
of cells. The Company also secured two major orders
for the supply of 592.5 MWp of solar modules, a mix
of ALMM and DCR-compliant types, valued at over
'1,000 crore.

The Company crossed 1,50,000 rooftop solar
installations across India, maintaining its leadership as
the Country's top rooftop solar provider. The cumulative
capacity has reached around 3 GW, contributing
significantly to India’s renewable energy journey. The
rooftop segment posted a robust 51% year-on-year
growth. The Company continues to support national
solar initiatives, including the 'PM Surya Ghar Muft Bijli
Yojana' and its own ‘Ghar Ghar Solar’ campaign. Its
network spans over 600 channel partners across 400
districts and 225 authorized service partners across
400 cities. With a consumer base exceeding 1,50,000
including 1,22,000 residential users, the Company
remains the preferred partner for solar solutions with
a year-end order book of ' 1,036 crore.

The Company's renewable arm - Tata Power
Renewable Energy Limited (TPREL) completed the
merger of its 23 subsidiaries—including Walwhan
Renewable Energy Limited (WREL), Tata Power Solar
Systems Limited (TPSSL) effective October 1, 2024,
streamlining its operations.

Guided by its vision of empowering a billion lives
through sustainable, affordable, and innovative energy
solutions, your Company, through its subsidiary TPREL,
continues to lead India's green energy transition. With
vertically integrated offerings across Solar, Wind,
Hybrid, Storage, and EV Charging solutions, the
Company has built a robust renewable energy portfolio
of 10.96 GW, including 5.4 GW under various stages
of implementation. During the year, the Company
commissioned over 2.5 GW of renewable capacity
comprising 1 GW of in-house utility-scale projects,
600 MW of rooftop solar (~782 MWp), and 900 MW
for third-party customers, showcasing its expertise
executing at speed and scale and ended the year with
a third party EPC order book exceeding ' 4,000 crore.

The Company continued to scale India’s EV charging
network. As of March 31, 2025, the Company
energized more than 1,35,000 home chargers
and over 5,400 public/semi-public charging points
nationwide. Additionally, over 1,200 e-bus charging
points were installed.

Detailed information about your Company’s business
portfolio can be found in the Business Strategies
section of this Integrated Report (Pages 28 - 33).

8. Reserves

As per Standalone financials, the net movement in the
reserves of the Company for FY25 and FY24 is follows:

(I crore)

The Board of Directors has approved the retention of
the entire profit for FY25 in the retained earnings.

An amount of I 164 crore was transferred from
Debenture Redemption Reserve to Retained Earnings
in FY25.

9. Subsidiaries/Joint Ventures/Associates

As on March 31, 2025, the Company had 71
subsidiaries (including 13 wholly owned subsidiaries),
27 Joint Ventures (JVs) and 6 Associate companies.
3 companies, though classified as subsidiaries under the
Companies Act, 2013 (the Act), have been accounted
as JVs in accordance with Indian Accounting Standards
(Ind AS). There has been no material change in the
business of the subsidiaries.

During the year under review, the following changes
occurred in the Company’s holding structure:

a) The following companies were acquired
as subsidiary through the transmission
bidding process:

• TP Jalpura Khurja Power Transmission
Limited (erstwhile Jalpura Khurja Power
Transmission Limited, name changed on
June 29, 2024).

• TP Paradeep Transmission Limited (erstwhile
Paradeep Transmission Limited, name
changed on February 5, 2025).

• TP Gopalpur Transmission Limited (erstwhile
ERES-XXXIX Power Transmission Limited,
name changed on February 7, 2025).

b) The following company has ceased to be a JV of
the Company:

• IndoCoal KPC Resources (Cayman) Limited

c) The Company has completed the consolidation
and simplification of the holding structure for
its Renewable company. The Hon'ble National

Company Law Tribunal (NCLT) has approved
the composite schemes of arrangement
for merger of Walwhan Renewable Energy
Limited (including its 19 subsidiaries) and
TP Wind Power Limited with an appointed date of
April 1, 2022 and merger of Tata Power Solar Systems
Limited and Chirasthaayee Saurya Limited with an
appointed date of April 1, 2023 with Tata Power
Renewable Energy Limited.

Accordingly, the following companies were merged,
with effect from October 1, 2024:

• Walwhan Urja Anjar Limited

• Walwhan Solar AP Limited

• Walwhan Solar Raj Limited

• Northwest Energy Private Limited

• Walwhan Solar Energy GJ Limited

• Dreisatz Mysolar24 Private Limited

• Mi Mysolar24 Private Limited

• Walwhan Energy RJ Limited

• Walwhan Solar MP Limited

• Walwhan Solar MH Limited

• Walwhan Solar KA Limited

• Walwhan Solar PB Limited

• Walwhan Solar RJ Limited

• Walwhan Wind RJ Limited

• Walwhan Solar TN Limited

• Walwhan Renewable Energy Limited

• Walwhan Solar BH Limited

• Clean Sustainable Solar Energy Private Limited

• Walwhan Urja India Limited

• Solarsys Renewable Energy Private Limited

• Tata Power Solar Systems Limited

• Chirasthaayee Saurya Limited

• TP Wind Power Limited

A report on the performance and financial position of
each of the subsidiaries, JVs and Associates has been
provided in Form AOC-1 as per Section 129(3) of the
Act (Pages 664 - 669).

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

The policy for determining material subsidiaries of the
Company can be accessed at: https://www.tatapower.
com/corporate-policies/Policy for determining
material subsidiaries.pdf

10. Directors’ Responsibility Statement

Based on the framework of Internal Financial Controls
(IFCs) and compliance systems established and
maintained by the Company, the work performed
by the internal, statutory and secretarial auditors
and external consultants, including the audit of IFCs
over financial reporting by the Statutory Auditors
and the reviews performed by management and
the relevant Board Committees, including the Audit
Committee of Directors, the Board is of the opinion
that the Company’s IFCs were adequate and effective
during FY25.

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of its knowledge and ability,
confirm that:

i. in the preparation of the annual accounts, the
applicable accounting standards have been
followed and there are no material departures;

ii. they have selected such accounting policies and
applied them consistently and made judgements
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company at the end of the financial year
and of the profit of the Company for that period;

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

iv. they have prepared the annual accounts on a
going concern basis;

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

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

11. Directors and Key Managerial Personnel

Re-appointment/appointment of Directors

In accordance with the requirements of the Act and
the Company’s Articles of Association, Mr. Saurabh
Agrawal (DIN: 02144558) retires by rotation and is
eligible for re-appointment. The resolution seeking
Members’ approval for his re-appointment forms part
of the Notice.

In terms of the provisions of Section 149 of the Act
and Regulations 17 and 25 of the Listing Regulations,

Mr. Ashok Sinha (DIN: 00070477) was appointed
as an Independent Director (ID) for a term of 5 years
commencing from May 2, 2019 to May 1, 2024. Based
on the NRC and Board's recommendation, Members
approved his re-appointment via Postal Ballot on
March 28, 2024, for a second term commencing
from May 2, 2024 to February 14, 2027 (the date he
attains 75 years).

Based on the recommendation of the NRC, and
the Board and in accordance with the provisions
of the Act and Listing Regulations, Mr. Tarun Bajaj
(DIN: 02026219) was appointed as an Additional
Director (Independent) of the Company, for a
term of 5 years commencing from May 8, 2024 to
May 7, 2029. The said appointment of Mr. Bajaj as an
ID was approved by the Members at the AGM held on
July 16, 2024.

Based on the recommendation of the NRC, and the
Board and in accordance with the provisions of the
Act and Listing Regulations, Mr. Pramod Agrawal
(DIN: 00279727) was appointed as an Additional
Director (Independent) of the Company, for a term
of 5 years commencing from April 15, 2025 to April
14, 2030, subject to the approval of Members.
The resolution seeking Members’ approval for his
appointment forms part of the Notice.

Cessation of Directors

During the financial year, there has been no cessation
of any director in the Company.

Independent Directors

In terms of Section 149 of the Act, Ms. Anjali Bansal,
Ms. Vibha Padalkar, Mr. Sanjay V. Bhandarkar,
Mr. Ashok Sinha, Mr. Rajiv Mehrishi, Mr. Tarun Bajaj and
Mr. Pramod Agrawal are the IDs of the Company.

In terms of Regulation 25(8) of the Listing Regulations,
all IDs have confirmed that they are not aware of any
circumstances or situation which exists or may be
reasonably anticipated that could impact their ability
to discharge their duties. The Directors have further
confirmed that they are not debarred from holding
the office of the director under any SEBI Order or any
other such authority. Based upon the declarations
received from the IDs, the Board of Directors has
confirmed that they meet the criteria of independence
as mentioned under Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations and that
they are independent of the management.

In the opinion of the Board, there has been no change
in the circumstances which may affect their status
as IDs of the Company and the Board is satisfied of
the integrity, expertise and experience (including
proficiency in terms of Section 150(1) of the Act and

applicable rules thereunder) of all IDs on the Board.
Further, in terms of Section 150 read with Rule 6 of
the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended, the IDs of the
Company have included their names in the data bank
of IDs maintained with the Indian Institute of Corporate
Affairs (IICA).

During the year under review, the Non-Executive
Directors (NEDs) of the Company had no pecuniary
relationship or transactions with the Company, other
than sitting fees and commission, as applicable,
received by them.

Key Managerial Personnel (KMP):

In terms of Section 203 of the Act read with the
Companies (Appointment and Remuneration of
Manaerial Personnel) Rules, 2014, the following are the
KMP of the Company as on March 31, 2025:

• Dr. Praveer Sinha, CEO & Managing Director

• Mr. Sanjeev Churiwala, Chief Financial Officer

• Mr. Vispi S. Patel, Company Secretary

During the year under review, there were no changes in
the KMP of the Company.

12. Annual Evaluation of Board Performance
and Performance of its Committees and
Individual Directors

The annual evaluation process of the Board of
Directors, individual Directors and 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.

The performance of the Committees was evaluated
by the Board after seeking inputs from the committee
members based on criteria such as the composition of
committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance
note on Board Evaluation issued by the Securities and
Exchange Board of India (SEBI) on January 5, 2017.

The Chairman of the Board had one-on-one meetings
with the IDs and the Chairman of the NRC had one-on-
one meetings with the Executive and Non-Executive,
Non- Independent Directors.

In a separate meeting of the IDs, performance of Non¬
Independent Directors, the Board as a whole and the
Chairman of the Company was evaluated, taking into
account the views of the Executive Director and NEDs.

The Board and NRC reviewed the performance of
individual directors on the basis of criteria such as the
contribution of the individual director to the Board and
committee meetings; like preparedness on the issues to
be discussed, meaningful and constructive contribution
and inputs in meetings; etc. and the Board as a whole.

In the Board meeting that followed the meeting of the
IDs and meeting of the NRC, the performance of the
Board, its committees and individual Directors was also
discussed. Performance evaluation of Independent
Directors was done by the entire Board.

The evaluation process endorsed the Board’s
confidence in the ethics standards of the Company,
cohesiveness amongst the Board members, flexibility of
the Board and management in navigating the various
challenges faced from time to time and openness of
the management in sharing strategic information with
the Board.

13. Policy on Board Diversity and Director
Attributes and Remuneration Policy for
Directors, Key Managerial Personnel
and Other Employees

In terms of the provisions of Section 178(3) of the
Act and Regulation 19 read with Part D of Schedule
II to the Listing Regulations, the NRC is responsible
for determining qualification, positive attributes
and independence of a Director. The NRC is also
responsible for recommending to the Board a policy
relating to the remuneration of the Directors, KMP,
and other employees. In line with this requirement, the
Board has adopted the Policy on Board Diversity and
Director Attributes, which is provided in Annexure - I to
this Report, and the Remuneration Policy for Directors,
KMP, and other employees of the Company, which is
reproduced in Annexure - II to this Report.

14. Board and Committees of the Board

Board Meetings:

5 Board Meetings were held during the year under
review. For further details, please refer to the Report
on Corporate Governance, which forms a part of this
Integrated Report.

Committees of the Board:

The Committees of the Board focus on certain specific
areas and make informed decisions in line with the
delegated authority.

The following statutory Committees constituted by the
Board function according to their respective roles and
defined scope:

• Audit Committee of Directors

• Nomination and Remuneration Committee

• Corporate Social Responsibility and
Sustainability Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

Details of composition, terms of reference and number
of meetings held for respective Committees are given
in the Report on Corporate Governance, which forms
a part of this Integrated Report.

The Company has adopted a Code of Conduct
for its employees including the Managing Director.
In addition, the Company has adopted a Code of
Conduct for its Non-Executive Directors which
includes a Code of Conduct for IDs, that suitably
incorporates the duties of IDs as laid down in the Act.
The same can be accessed at https://www.tatapower.
com/corporate-policies/Code of Conduct for Tata
Power Non-Executive Directors.pdf

All Senior Management personnel have affirmed
compliance with the Tata Code of Conduct (TCoC).
The CEO & Managing Director has also confirmed
and certified the same. The certification is enclosed
as Annexure - I at the end of the Report on
Corporate Governance.

Familiarisation Programme for Directors

All Board Members of the Company are accorded
every opportunity to familiarize themselves with the
Company, its management, its operations and above
all, the industry perspective and issues. For details
of familiarisation programme refer the Report on
Corporate Governance.

15. The Tata Power Company Limited -
Employee Stock Option Plan 2023

Pursuant to the Members’ approval through Postal
Ballot on September 25, 2023, the Company adopted
the ‘Tata Power Company Limited - Employee Stock
Option Plan 2023' (ESOP 2023), including extension
to eligible employees of group companies. The Plan,
covering up to 3,57,36,560 (Three crore fifty-seven
lakh thirty-six thousand five hundred and sixty)
options, aims to drive long-term performance, retain
key talent, and enable employee participation in the
Company's growth.

The Plan has been formulated in accordance
with the provisions of the Companies Act, 2013
and the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 (SBEB&SE
Regulations). It is administered by the Nomination and

Remuneration Committee (NRC), which also acts as
the Compensation Committee for the purposes of the
SBEB&SE Regulations.

ESOPs have been granted to eligible employees,
as determined by the NRC, in accordance with the
approved vesting schedule. The options are exercisable
into fully paid-up equity shares of '1 each of the
Company, subject to the terms and conditions of the
Plan and applicable laws and regulations in force.

The statutory disclosures as mandated under the
Act and SBEB&SE Regulation and a certificate from
Secretarial Auditors, confirming implementation of the
Scheme in accordance with SBEB&SE Regulations and
Members resolutions have been hosted on the website
of the Company at https://www.tatapower.com/esop-
scheme and the same will be available for electronic
inspection by the Members during the Annual General
Meeting (AGM) of the Company.

During the year under review, there have been
36,00,710 (Thirty-six lakh seven hundred and ten)
grants made by the Company to its eligible employees.
Further, 2,64,780 (Two lakh sixty-four thousand seven
hundred and eighty) stock options had been treated as
lapsed and forfeited.

16. Conservation of Energy & Technology
Absorption

The information on conservation of energy, technology
absorption as stipulated under Section 134(3)(m) of the
Act, read along with Rule 8 of the Companies (Accounts)
Rules, 2014, is annexed herewith as Annexure - III.

17. Corporate Governance

Pursuant to Regulation 34 of the Listing Regulations,
the Report on Corporate Governance along with the
certificate from a Practicing Company Secretary
certifying compliance with conditions of Corporate
Governance, forms part of this Integrated Report.

18. Vigil Mechanism

Your Company believes in conducting of the affairs of
its constituents in a fair and transparent manner by
adopting the highest standards of professionalism,
honesty, integrity and ethical behaviour. In line with
the TCoC, any actual or potential violation, howsoever
insignificant or perceived as such, would be a matter
of serious concern for the Company. The role of the
employees in pointing out such violations of the TCoC
cannot be undermined.

Pursuant to Section 177(9) of the Act, a vigil mechanism
was established for directors and employees to report
to the management instances of unethical behaviour,
actual or suspected, and fraud or violation of the

Company’s code of conduct or ethics policy. The Vigil
Mechanism provides a mechanism for employees of
the Company to approach the Chief Ethics Counsellor/
Chairman of the Audit Committee of Directors of the
Company for redressal. No person has been denied
access to the Chairman of the Audit Committee
of Directors.

19. Risk Management

The Board has formed a Risk Management Committee
for overseeing the Company’s risk management
processes and systems and implementation of the risk
management policy.

The Committee is responsible for monitoring and
reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee of Directors has
additional oversight in the area of financial risks and
controls. The major risks identified by the businesses
and functions are systematically addressed through
mitigating actions on a continuing basis.

Internal Financial Control Systems and
their Adequacy

The Company has set up a robust internal audit function
which reviews and ensures sustained effectiveness of
IFC by adopting a systematic approach to its work.

To fulfil the requirements of the Act, the internal audit
team has integrated the Internal Financial Controls
into the Risk Control Matrices (RCMs) of enterprise
processes. IFC controls were tested as part of the
approved annual internal audit plan.

The Company continued the Control Self-Assessment
(CSA) process through an online tool, whereby
responses of all process owners are used to assess the
effectiveness of internal controls in each process. This
supports CEO/CFO certifications for internal controls.

The Company has implemented an online Internal audit
Management tool (LASER) to manage the audit life
cycle. On review of the internal audit observations and
actions taken on audit observations, we can state that
there are no adverse observations having material
impact on financials or material non-compliances
which have not been acted upon.

20. Details of Significant and Material
Orders

No significant and materials orders were passed by the
regulators or courts or tribunals impacting the going
concern status of your Company’s operations in the
future. No application was made and no proceedings
was pending against the Company under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016) during the
year under review.

21. Statutory Auditors

At the 103^rd AGM held on July 7, 2022, the Members
approved the re-appointment of M/s. S R B C & CO.
LLP (SRBC) (ICAI Firm Registration Number: 324982E/
E300003), as the Statutory Auditors of the Company
for a second term of 5 years commencing from the
conclusion of the 103^rd AGM till the conclusion of the
108^th AGM to be held in the year 2027.

The standalone and consolidated financial statements
of the Company have been prepared in accordance
with Ind AS notified under Section 133 of the Act.

The Statutory Auditor’s Report does not contain
any qualifications, reservations, adverse remarks or
disclaimers. The Statutory Auditors of the Company
have not reported any fraud to the Audit Committee of
Directors as specified under Section 143(12) of the Act,
during the year under review.

The Statutory Auditors were present in the last AGM.

22. Cost Auditor and Cost Audit Report

M/s. Sanjay Gupta and Associates (Firm Registration
No. 000212), Cost Accountants, were appointed as
Cost Auditors of the Company. The Board, based on the
recommendation of the Audit Committee of Directors
has approved their appointment, for conducting the
cost audit for FY26. A resolution seeking approval of the
Members for ratifying the remuneration of ' 6,50,000
(Rupees Six lakh fifty thousand) plus applicable taxes,
travel and actual out-of-pocket expenses payable to
the Cost Auditors for FY26 is provided in the Notice of
the ensuing AGM.

Maintenance of cost records as specified by the
Central Government under Section 148(1) of the Act is
not applicable to the Company. The Cost Audit Report
does not contain any qualifications, reservations,
adverse remarks or disclaimers.

23. Secretarial Auditor and Secretarial
Audit Report

M/s Makarand M. Joshi & Co., Practicing
Company Secretaries (Firm Registration
Number: P2009MH007000), were appointed
as the Secretarial Auditor of the Company for a
period of 5 consecutive years, commencing from
FY 2025-26 to FY 2029-30, at the Board meeting held
on May 14, 2025, based on the recommendation
of the Audit Committee of Directors, subject to the
approval of the Members at the ensuing AGM of the
Company. They will undertake secretarial audit as
required and issue the necessary secretarial audit
report for the aforesaid period in accordance with the
provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial

Personnel) Rules, 2014 and amended Regulation 24A
of the Listing Regulations. They have confirmed that
their appointment complies with the eligibility criteria
in terms of Listing Regulations. The resolution seeking
Members’ approval for their appointment forms part
of the Notice.

The Secretarial Audit Report confirms that the
Company has complied with the provisions of the
Act, Rules, Regulations and Guidelines and that
there were no deviations or non-compliances. The
Secretarial Audit Report is provided as Annexure-IV
to this Report. The Secretarial Audit Report does not
contain any qualifications, reservations or adverse
remarks or disclaimers.

As per the requirements of Listing Regulations,
Practicing Company Secretaries of the material
unlisted subsidiaries of the Company viz. Tata Power
Delhi Distribution Limited and TP Western Odisha
Distribution Limited have undertaken secretarial audits
of subsidiaries for FY25. The Secretarial Audit Reports
of such subsidiaries, as annexed to this Report confirm
that they have complied with the provisions of the Act,
Rules, Regulations and Guidelines and that there were
no deviations or non-compliances.

The Secretarial Audit Report of Tata Power Renewable
Energy Limited, being the material Debt Listed
subsidiary, is not annexed.

24. Secretarial Standards

Your Company has devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India and that such systems
are adequate and operating effectively

25. Loans, Guarantees, Securities and
Investments

Your Company, being an infrastructure company, is
exempt from the provisions as applicable to loans,
guarantees, securities and investments under Section
186 of the Act. Therefore, no details are required to
be provided.

26. Related Party Transactions

In line with the requirements of the Act and the Listing
Regulations, the Company has formulated a Policy
on Related Party Transactions and the same can
be accessed using the following link: https://www.
tatapower.com/corporate-policies/Related Party
Transactions Policy.pdf

During the year under review, all transactions entered
into with related parties were approved by the Audit
Committee of Directors. Certain transactions, which

were repetitive in nature, were approved through the
omnibus route. As per the Listing Regulations, any
related party transaction exceeding ' 1,000 crore or
10% of the annual consolidated turnover, as per the
last audited financial statement whichever is lower,
is considered as material and requires the Members'
approval. Accordingly, the Company sought and
obtained the necessary Members' approval for the
year under review. However, there were no transactions
with any related parties falling under the scope of
Section 188 of the Act. Therefore, the disclosure of
Related Party Transactions as required under Section
134(3)(h) of the Act in Form AOC-2 is not applicable for
FY25 and does not form part of this report.

27. Sustainability

Your Company is committed to the Tata Group
values and the nation’s vision for sustainable growth
and energy security for all. Additionally, strong
focus is placed on staying abreast of international
practices and societal imperatives, in alignment with
the UNSDGs. 44% of your Company's generating
capacity comes from clean and green energy sources
like solar, wind, hydro and waste heat recovery with
further additions being made through utility scale
solar, wind-solar hybrid along with Energy Storage
Systems and pumped storage projects. Your Company
is also conscious of rising gen-next consumer sentiment
around environmentally responsible lifestyle and
consumption and has created multiple products and
services that enable customers to make small changes
today for a greener tomorrow.

Your Company has announced its sustainability
aspirations in alignment with the Tata Group’s vision
of sustainability leadership in Project Aalingana. The
ambition is to become Net Zero by 2045 by transitioning
away from thermal operations subject to fulfilment of
contractual obligations and useful life, Water Neutral
and Zero Waste to Landfill by 2030 and No Net Loss to
Biodiversity by 2030. Decisive measures have been put
into motion to steer this transformation journey. Your
Company’s efforts on this path have been validated
and acknowledged by external sustainability experts,
with your Company consistently leading the Energy
sector rankings, both domestic and global. Your
Company has made climate strategy commitments
aligned to leading international guidance initiatives like
Science Based Targets initiative (SBTi). Your Company
has received validation from the SBTi for its near-term
decarbonization targets. This milestone establishes the
Company as the sole Indian Integrated Power utility
with validated SBTi targets, in line with the well-below
2°C trajectory.

27.1 Care for our community/community relations

Our business is committed to transforming millions of
lives through sustainable practices, environmentally
friendly solutions, and comprehensive community
development initiatives. We take pride in reaching
some of the most remote areas of India through the
Tata Power Community Development Trust (TPCDT),
which forms the cornerstone of our CSR efforts across
various regions.

Your company has always placed the community at
the heart of its mission, identifying four key focus
areas to guide its efforts: Education, Employability &
Employment, Entrepreneurship and Essential Enablers.
These focus areas are reflected in our five flagship
initiatives: Club Enerji (promoting education and
energy conservation), Adhikaar (financial and digital
inclusion), PayAutention (supporting autism), Roshni
(integrated vocational training), and Anokha Dhaaga
(microenterprises for collectives). Additionally, we
support community development needs through special
initiatives such as Urja, Sports, Health support through
Mobile Medical Units and one time community need
based activities. Our strong culture of volunteering is
embodied in the 'Arpan' program, where employees
have contributed over 2.68 lakh hours annually with
the 49000 no. of volunteers. We remain dedicated
to empowering communities and driving meaningful,
positive change in society.

In FY25, Company’s prized initiatives have made their
way into the hearts and minds of people residing in 110
districts spanning 18 states. This feat includes touching
the lives of 47.54 lakh people dwelling in 19 aspirational
districts as designated by NITI Aayog, Govt. of India, as
well as uplifting the spirits of marginalized communities
through our steadfast commitment to the Tata
Affirmative Action program.

Your Company takes great pride in joining hands
with more than 2000 public institutions, including
Agnanwadi centers, public health workers, various
government hospitals and schools, as well as gram
panchayats and forest divisions and Govt. Composite
Regional Centers, District Early Intervention Centers,
with focus on regions in Maharashtra, Tamilnadu,
Jharkhand, Odisha and Uttar Pradesh regions. Our
joint efforts are aimed towards building a society that
is more equitable and empowering for all its members.

Flagship initiatives undertaken across various locations
during the year, are summarized below:

Club Enerji, a dynamic resource and energy
conservation initiative has successfully reached over
1000 schools in New Delhi, Maharashtra, Jharkhand,
Tamil Nadu, Gujarat, Madhya Pradesh, Karnataka,
Bihar, Rajasthan and Odisha. With a focus on engaging

and inspiring young minds, this initiative is fuelling a
movement towards responsible energy consumption
and environmental stewardship. Energy Conservation
Week, from December 7 to December 14, is celebrated
with 10 regional Urja Melas followed by the National
Urja Mela in Delhi.

Adhikaar, empowers communities and institutions
by fostering financial inclusion and bridging the
information gap in accessing government social
security and welfare schemes. Adhikaar has already
expanded to 80 districts across 13 states in India
covering 5 lakhs beneficiaries, developing 900
Adhikaarpreneurs and unlocking value worth '400
crore through government schemes.

PayAutention, has become a beacon of hope for
those seeking support and guidance on the Autism
Spectrum Disorder in India. Through our efforts, we
have trained over 2,700 public workers and 500
expert organizations to identify and provide essential
support for individuals with Autism. Our outreach has
also impacted more than 18,000 community members.
Direct engagement has reached 8 states, while the
E-Sanidhya platform has extended its reach to 28
states and 4 Union Territories. The following initiatives
were made during the year:

• TPCDT-powered E-Sanidhya web-portal,
inaugurated by Minister for MSJE, -GOI with
NIEPID and Tata Elxsi and collaboration with
Department for PWD for Purple Fest, Launch of
Dance Movement Yoga Therapy at Rashtrapati
Bhavan, New Delhi.

• Supported F&B & Hospitality students of NIEPID,
Mumbai with guest-lectures industrial exposure
with Indian Hotels Company Limited, sensitisation
workshops conducted for TACO.

Roshni, has illuminated the path to success for
thousands of young minds across the nation. With 55
vocational training centres spanning over 15 districts in
11 states, Roshni has paved the way for youth to excel
in the ever-growing green job sector and unlock their
potential as budding entrepreneurs. During the year
more than 2.71 lakh individuals have benefited from
this program. Major improvements for the year include
the addition of courses such as the EV Technician
Program, TCS Youth Employability Program, and
Tribal Youth Placement in Odisha.

Abha, enables women to earn while they learn,
bringing brighter prospects to women in Delhi, Odisha,
and Mumbai. By empowering 1,000 individual ABHAs
in Delhi, 200 ABHAs in Mumbai, and nearly 2,000
ABHAs in Odisha, is making significant progress
toward creating a more equitable and promising future
for women.

Anokha Dhaaga, a group of determined and skilled
women, guided by their entrepreneurial spirit, is
embarking on a journey of empowerment and self¬
reliance. This initiative has provided training to
approximately 40,000 women across 8 states in
India, equipping them with the skills and knowledge
necessary to succeed. Through their collective efforts,
these women have designed over 40 unique creations,
showcasing their talent and ingenuity. Their dedication
to personal and economic empowerment is not only
transforming individual lives but also contributing to
the socio-economic development of their communities
and beyond.

Urja, has been a driving force in supporting the
fundamental requirements of communities, under
the area of essential enablers and instrumental in
improving the lives of people in rural and urban areas,
where basic amenities are scarce. This initiative
has been felt far and wide, with nearly 200 public
institutions including schools across 18 districts
benefitting from the programme. Furthermore, the
Lab on Bike programme, which is focused on promoting
Science, Technology, Engineering and Mathematics
(STEM) education in rural areas, has been successfully
rolled out in more than 296 schools in Rajasthan,
Madhya Pradesh, Maharashtra and Uttar Pradesh
providing experiential learning opportunities to nearly
38,000 children.

Arpan, your Company’s commitment to social and
environmental responsibility appears in its Arpan
program, which encourages employees to engage with
meaningful initiatives and make a positive impact in
their communities. The 'Arpan' program, where
employees have contributed over 2.68 lakhs hours
annually with the 49,000 number of volunteers.

The CSR policy of the Company has been provided on
the Company’s website at https://www.tatapower.com/
corporate-policies/Corporate Social Responsibility
(CSR) Policy - 2024.pdf

The Company’s standalone CSR spend for FY25 was
'13.96 crore against Nil CSR obligation (calculated
as per Section 135 of the Act). On a consolidated
basis, the Company's Group entities including IEL,
PPGCL and PTL expenditure on CSR activities stood
at '77.97 crore against the CSR obligation of '63.86
crore (calculated as per Section 135 of the Act) in
FY25. The balance unspent of CSR obligation has been
transferred to Special Bank Account in compliance with
the provisions of the Act.

Details of the consolidated CSR activities of your
Company and its key subsidiaries are described in the
Communities section of this Integrated Report (Pages
150-163) as well as in the Business Responsibility and
Sustainability Report (BRSR). A brief of CSR activities
(standalone) is provided in Annexure - V to this Report.

27.3 Sustainability Reporting

Your Company has voluntarily adopted the
International Integrated Reporting Council (IIRC)-IR
Framework to prepare its Sixth Integrated Report
in FY25. Your Company has again prepared BRSR
with disclosures on both Essential and Leadership
Indicators this year. The contents of the report are in
accordance with the Global Reporting Initiative (GRI)
2021 standards and align to the National Guidelines
for Responsible Business Conduct (NGRBC) on Social,
Environmental and Economic responsibilities of the
business as well as the United Nations SDGs. The
Integrated Report communicates your Company's
performance on financial and non-financial aspects
to all stakeholders, underlying the priority of our
leadership and strategy towards value creation as well
as commitment to a more sustainable future with low-
carbon smart energy solutions.

1. Environment

Your Company remains steadfast in its pursuit of
operational excellence by continuously adopting
industry best practices that enhance efficiency
parameters such as heat rate and auxiliary
power consumption. These initiatives lead to
reduced resource consumption and optimized
carbon emissions, reinforcing the Company’s
commitment to sustainability.

As part of its environmental transparency
efforts, your Company has been rated 'B-' under
Child Development and Pedagogy, a globally
recognized disclosure framework for climate-
related reporting. Staying true to its vision of
environmental stewardship in the power industry,
the Company places a strong emphasis on
efficient water usage, responsible recycling, and
waste management, ensuring full compliance with
all regulatory requirements.

Further strengthening its sustainability initiatives,
your Company has adopted a Rainwater
Harvesting policy and is rapidly implementing it
across all its operational locations. Additionally,
your Company has been strategically expanding
its footprint in the renewable energy sector by
venturing into emerging green business domains
such as Pumps Storage, Microgrids, EV charging
infrastructure, Home Automation solutions,
and Solar Rooftop installations, and has been
actively exploring new opportunities in the power
distribution business.

Your Company has proactively developed a
Climate Change Policy as part of its commitment
to environmental sustainability and responsible
corporate governance. This policy serves as a

strategic framework to mitigate climate risks,
reduce carbon emissions, and enhance resilience
against environmental challenges. By integrating
sustainable practices into its operations, your
Company aims to drive long-term value creation
while contributing to global climate action efforts.

These forward-thinking initiatives reinforce
your Company’s unwavering commitment to
sustainable, green growth, while also empowering
customers with energy-efficient, and future-
ready, smart energy solutions. A comprehensive
overview of the Company’s environmental
protection and biodiversity conservation efforts
can be found in the Environment section of
Integrated Report (Pages164 - 188).

2. Health and Safety

Your Company is consciously committed to
the health and safety of all employees and
stakeholders, with a defined safety vision: 'To be
a leader in safe work practices in the global power
and energy business'.

Your Company employs a pro-active and pre¬
emptive approach to occupational health and
safety, ensuring comprehensive engagement
across all levels. Consequently, 100% of employees
and contractual workforce have been trained
on various aspects of the Occupational Health
and Safety Management System. Continuous
improvement in management systems has
enabled hazard elimination and risk reduction,
driving the goal of 'No Harm, No Injuries'.

In FY25, your Company enhanced safety
practices through the deployment of advanced
technologies such as digitalization, automation,
artificial intelligence (AI-ML), video analytics,
virtual reality, and mechanization to mitigate
risks. Key technological advancements include:

• Upgradation of Suraksha Mobile Application
(SAP EHSM based) to facilitate stakeholder
safety observation reporting.

• Drone Utilization for enhanced safety and
operational monitoring.

• Helmet-Mounted Cameras to ensure
adherence to Standard Operating
Procedures (SOPs).

• Remote Work Assistance via the 'Vani/
Roshni Platform' to provide real-time
safety guidance.

Safety Strengthening Initiatives

The following initiatives were undertaken to
further reinforce safety performance:

1. Felt Leadership and Active Engagement -

Sessions conducted for business associates,
proprietors, supervisors, and line managers.

2. Enhanced Safety Reporting and Learning
Culture - Strengthened minor injury and near-
miss reporting to refine preventive actions.

3. Business Associate Safety Management-

Comprehensive competency training
and dignity cum well-being programs
implemented.

4. Action-Oriented Leadership and Review
Mechanisms - Strengthened oversight of
serious injuries and fatalities (SIF).

5. AI and Digital Technology in Safety -

Adoption of predictive safety tools and
digital risk management solutions.

6. Benchmarking of Critical Safety
Procedures - Revision of eight critical
and two general procedures to eliminate
implementation gaps.

7. Skill Building an Competency Development-

Establishment of a competency training
matrix for employees and workforce.

Through these concerted efforts, your Company
aims to elevate safety standards and achieve
excellence in occupational health and safety in
FY26 and beyond. A detailed overview of health
and safety initiatives is available in the Employees
section of the Integrated Report (Pages 126-145).

3. Customer Relationship

Your Company is working consistently towards
becoming a ‘Utility of the Future’ with pioneering
energy solutions to create a sustainable future.
Building lasting relationships with all our
stakeholders, especially our customers, is a
responsibility which is owned and cherished. Our
focus in our routine operations revolves around
our customer affection statement, 'To earn the
affection of customers by delivering superior
value and superior experience thereby making
them ambassadors'. Your Company ensures 100%
health and safety communication for products
and services through safety signage in and around
substations and public places.

Your Company has pledged to continue being
a bias free and inclusive organisation. Towards
this commitment, as a first among Indian power
utilities, the first Divyang managed Customer
Relation Centre in Mumbai has been inaugurated
to serve all consumers with delight. The centre aims
to provide a dignified livelihood by encouraging

Persons with Disabilities to fearlessly aspire and
achieve their dreams. With UJALA and Bills in
Braille, the visually impaired are also empowered
to understand their power supply bills and pay
them on time. The introduction of dedicated
counters across all Customer Relation Centres
in Mumbai for Senior Citizens and Persons with
Disabilities, lends further credence to the brand
which is synonymous with Care for its customers.

Your Company has achieved an annualized
sale of 375 MUs in Green Power in FY25, on a
cumulative basis for around 50,000 consumers.
With the power to choose 100% Green Power
for consumption, this model has received a
boost across all Discoms in India. Many states
have already implemented this solution within
their regulatory framework. In caring for the
environment, various measures have been
adopted to encourage consumers to adopt a
digital lifestyle. Around 53% of our consumers are
now E-Bill consumers and have supported us in
paperless billing. In addition, your Company has
achieved a benchmark of 90% digital payments
from its consumers for urban Discoms (Delhi and
Mumbai) and 35% for Odisha Discom. Further, the
adoption of digital billing and payments will save
an estimated 50 lakh sheets of paper yearly.

Your Company has also promoted DSM awareness
under 'Urja Arpan' banner to 1 lakh customers
and has launched the Model Urja Arpan Society,
AC scheme launched with W J Clinton Foundation.
Under this program around 90,000 energy
efficient products were sold to customers. BDR
program was carried out in Delhi and Mumbai
with a total 19 events and load shaving of around
420 MW. Energy Audit programs were offered to
around 20 large C&I customers.

A detailed description of your Company's
customer relation measures is given in the
Customers section of Integrated Report (Pages
114-125).

4. Human Resource Management

Your company strongly believes in leveraging
its human capital not only to accelerate the
green energy transition but also to drive
sustainability, innovation, and customer-centric
solutions, all while ensuring consistent growth in
shareholder value.

The Human Resources (HR) strategy is focused on
attracting and retaining top talent to support the
company’s expanding growth needs while building
and nurturing future leaders through a robust internal
talent pipeline. The talent philosophy is centered

on providing an environment where employees can
contribute to your company’s sustainability agenda,
collaborate within diverse teams, and access ample
opportunities for professional and career growth.

The HR team plays a critical role in managing
workforce costs through productivity enhancements,
fulfilling talent requirements in growth areas, building
capabilities in emerging fields, preparing for future
business acquisitions, and engaging both frontline
employees and those with in-demand skills. The
Company's 3-tier Leadership Academy Framework
and Future Skill Academies ensure a strong pipeline of
leaders and skilled professionals to enable the growth.

To strengthen its talent pool, your Company
primarily relies on campus recruitment, with hiring of
experienced talent limited to specialized & niche roles
which aligns with its 'Build and Grow from Within'
philosophy. The Tata Power Cadre Development
Program (TPCDP) identifies promising early-career
talent from campuses, equipping them with intensive
learning opportunities, training, innovation projects,
batch networking, and mentorship. The Company
maintains a strong focus on high performance while
enhancing employee engagement and experience.

Future CXOs are identified and developed through
the Talent NXT program. A three-tier leadership
development framework fosters leadership at
all levels, while Future Skills Academies enhance
organizational capabilities. The ‘Daksha’ program
ensures future-proofing careers by reskilling and
redeploying employees. A culture of continuous
learning and career growth is reinforced through job
rotation, career progression opportunities, and a well-
structured succession planning process, recognized as
a best practice within the Tata Group.

Your Company also prioritizes holistic employee
well-being through its ‘A Fuller Life’ program, which
addresses physical, mental, social, and financial well¬
being. In its commitment to fostering a more inclusive
workplace, efforts are underway to enhance Gender
Diversity, Generational Diversity, and the inclusion of
Persons with Disabilities (PwD).

Additionally, a robust and well-defined Employee Value
Proposition (EVP) with key pillars of Sustainability,
Oneness, and Growth is established which represents
what your Company stands for as an employer,
reflecting organization's attributes in creating a
compelling employee experience.

To remain agile and responsive to evolving business
needs, your Company continuously revises and
strengthens its people policies and practices,
ensuring they align with both current and future
workforce requirements.

A detailed description is given in the Employees section
of Integrated Report (Pages 126 - 145).

27.4 Business Responsibility & Sustainability Report
(BRSR)

In accordance with Regulation 34(2)(f) of the Listing
Regulations, BRSR, covering disclosures on the
Company’s performance on Environment, Social and
Governance parameters for FY25 in the prescribed
format, is part of this Integrated Report. Cross¬
references are provided in relevant sections of this
Integrated Report with suitable references to the BRSR.

In terms of Listing Regulations, the Company has
obtained BRSR Reasonable assurance on BRSR Core
Indicators from TUV India Private Limited.

27.5 Prevention of Sexual Harassment

Your Company has zero tolerance for sexual
harassment at the workplace and has adopted a Policy
on Prevention, Prohibition and Redressal of Sexual
Harassment at the workplace, to provide protection
to employees at the workplace and for the prevention
and redressal of complaints of sexual harassment and
for matters connected or incidental thereto, with the
objective of providing a safe working environment,
where employees feel secure.

Disclosures in relation to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 have been provided in the Report
on Corporate Governance as well as MD&A.

28. Annual Return

Pursuant to Section 92(3) and 134(3)(a) of the Act and
the Companies (Management and Administration)
Rules, 2014, the Annual Return for FY25 is available
on the website of the Company at https://www.
tatapower.com/pdf/investorrelations/Annual-Return-
MGT-24-25.pdf

29. Particulars of Employees and
Remuneration

The information required under Section 197(12) of the
Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, is attached as Annexure - VI.

The Statement containing the particulars of the top ten
employees and the employees drawing remuneration
in excess of the limits prescribed under Section 197(12)
of the Act read with Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is an annexure forming part of
this Report. In terms of the proviso to Section 136(1)
of the Act, the Report and Accounts are being sent
to the Members excluding the aforesaid annexure.

The said statement is also available for inspection with
the Company. Any Member interested in obtaining a
copy of the same may write to the Company Secretary
at investorcomplaints@tatapower.com.

Officers of the organisation are classified into five
management work levels i.e. MA, MB, MC, MD and ME.
The work levels are further divided into grades. Non¬
management employees are across different grades
and have been classified as unskilled, semi-skilled,
skilled and highly skilled.

30. Change in name of Registrar and Share
Transfer Agent

The name of Registrar and Transfer Agent of
the Company is changed to MUFG Intime India
Private Limited (RTA) from Link Intime India Private
Limited, with effect from December 31, 2024. This
is pursuant to acquisition of Link Group by Mitsubishi
UFJ Trust & Banking Corporation, by way of scheme
of arrangement.

31. 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 - VII.

32. Deposits from Public

The Company has not accepted any deposits from
public and as such, no amount on account of principal
or interest on deposits from public was outstanding as
on the date of the March 31, 2025.

33. Foreign Exchange - Earnings and Outgo

The information on Foreign Exchange - Earnings and
Outgo as stipulated under Section 134(3)(m) of the Act,

read along with Rule 8 of the Companies (Accounts)
Rules, 2014, are provided below:

(I rrnrE)

34. Acknowledgements

On behalf of the Directors of the Company, I would
like to place on record our deep appreciation to our
shareholders, customers, business partners, vendors,
bankers, financial institutions and academic institutions
for all the support rendered during the year.

The Directors are thankful to the Government of India,
the various ministries of the State Governments, the
Central and State electricity regulatory authorities,
communities in the neighbourhood of our operations,
municipal authorities and local authorities in areas
where we are operational in India; as also partners,
governments and stakeholders in international
geographies where the Company operates, for all the
support rendered during the year.

Finally, we appreciate and value the contributions made
by all our employees and their families for making the
Company what it is.

On behalf of the Board of Directors,

N. Chandrasekaran

Chairman

Mumbai, May 14, 2025 (DIN:00121863)