Your Directors’ are pleased to present Twenty First Annual Report of the Company together with the Audited Financial
Statements for the Financial Year ended March 31, 2025 (“FY25”).

1. Operational & Financial Highlights

The Management Discussion and Analysis Report for FY25 is part of the Annual Report and explains the operating
and financial performance of the business for the year.

The summary of the Financial Statements of the Company for the year under review is as under:

2. Dividend

As per Dividend Distribution Policy, the Company
endeavors to distribute approx. 40% of its annual
consolidated profits after tax as dividend in one or
more tranches. During the year under review, the Board
of Directors, on February 04, 2025, declared interim
dividend of I 14.00 per equity share on 50,39,03,543
nos. of equity shares for FY25 [PY I 12.00 per
equity share] amounting to I 705.46 Crore was paid
to shareholders.

The Board, on May 14, 2025, has recommended a final
dividend of I 5.00 per equity share on 50,39,03,543 nos.
of equity shares for FY25 [PY I 4.00 per equity share].

The proposal is subject to the approval of shareholders
at the ensuing Annual General Meeting and if approved,
would result in a cash outflow of I 251.96 Crore.

The total outflow on account of dividend is I 957.42
Crore [PY I 768.99 Crore] i.e. 39.53% [PY 40.86%] of
consolidated total comprehensive income for FY25
(excluding one-time deferred tax reversal impact of
I 637 Crore).

The Dividend Distribution Policy of the Company
can be accessed at the Company’s website:
https://www.torrentpower.com/public/pdf/investors/
DividendDistributionPolicv.pdf

3. Capital Structure

During the year under review, there was no change in
Authorised Share Capital of the Company.

Fund Raising through Qualified Institutions
Placement (‘QIP’)

The Board has, at its Meeting held on May 22, 2024,
approved the proposal to raise funds upto I 5,000
Crore by issuing Equity Shares including Convertible
Securities through Qualified Institutional Placement
(QIP), which was subsequently approved by the
Members at the 20^th Annual General Meeting held
on July 30, 2024. Further, the Board vide Circular
Resolution dated November 18, 2024 approved
constitution of Fund Raising Committee and its terms
of reference including delegation of powers for issue
and allotment of the equity shares issued through QIP.

The Fund Raising Committee, at its Meetings held on
December 05, 2024, approved raising of funds through
QIP and issued & allotted 2,32,86,759 equity shares of
face value I 10 each of the Company (“Equity Shares”)
to various QIBs, at a price of I 1,503 per Equity Share
(“Issue Price”) (including premium of I 1,493 per Equity
Share) aggregating to approximately I 3,500 Crore.

The aforesaid equity shares were subsequently listed
with BSE Limited and National Stock Exchange of
India Limited on December 06, 2024. Trading approval
for the said Equity Shares was received from both the
Stock Exchanges on December 09, 2024.

Pursuant to the provisions of Regulation 32(7A) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the Listing Regulations), the
Company has fully utilised the funds raised through
QIP for the objects stated in the Offer Document.
There are no deviations, in the use of proceeds from
the objects stated in the offer document.

Further, pursuant to Regulation 32 of the SEBI Listing
Regulations, statement of fund utilisation for quarter
ended December 31, 2024 and March 31, 2025 has
been filed with the stock exchanges.

Report of the Monitoring agency viz. India Ratings and
Research Limited had been filed with BSE Limited and
National Stock Exchange of India Limited and is also
available on the Company’s website.

The Issued, Subscribed and Paid-Up Share Capital of
the Company after Qualified Institutional Placement
was as under:

4. Transfer to Reserves

The Company has transferred I 5 Crore from Debenture
Redemption Reserve to General Reserve during the
year under review. An amount of I 2 Crore has been
transferred to certain specific reserves, as described
in the Statement of Changes in Equity being part of the
Standalone Financial Statements.

5. Finance

During the year, ratings of the Company and its
wholly owned subsidiaries were rated by various
rating agencies. Movement in the ratings during
the year along with status as at the end of year are
reproduced below:

1. Credit facilities of the Company have been rated
by CRISIL Ratings and India Ratings. CRISIL
Ratings and India Ratings had reaffirmed credit
rating on both long-term as well as short-term
facilities. Ratings as at end of the year stood at:

a. Long term rating: CRISIL AA /Stable
(Reaffirmed) and IND AA /Stable
(Reaffirmed)

b. Short term rating: CRISIL A1 (Reaffirmed)
and IND A1 (Reaffirmed)

2. Ratings of following subsidiaries of the Company
were reaffirmed during the year:

a. Torrent Solargen Limited, Long term rating
of ‘AA/Stable’ by CRISIL Ratings for its
non- convertible debentures of I 550 Crore
(reaffirmed);

b. Jodhpur Wind Farms Private Limited and
Latur Renewables Private Limited, long-term
rating of ‘AA (CE)/Stable’ by CRISIL Ratings
(reaffirmed);

c. Surya Vidyut Limited, long-term rating of
‘AA /Stable’ and short-term rating of ‘A1 ’
by India Ratings (reaffirmed);

d. Dadra and Nagar Haveli and Daman and Diu
Power Distribution Corporation Limited (DNH
& DD), long-term rating of ‘AA/Stable’ and
short-term rating of ‘A1 ’ by India Ratings;

e. Torrent Saurya Urja 2 Private Limited, long¬
term rating of ‘AA/Stable’ and short-term
rating of ‘A1 ’ by CRISIL Ratings;

f. Airpower Windfarms Private Limited, long¬
term rating of ‘AA-/Stable’ by India Ratings
(assigned).

Finance cost of the Company (on a consolidated
basis) increased to I 1045 Crore as against I 943
Crore in FY24. The increase in interest cost was
partly on account of average higher debt during
the year and partly due to increase in interest rates
which was partially offset by prepayments made
during the year out of proceeds from Qualified
Institutional Placement (QIP).

During the year under review, the Company:

a. tied-up credit long-term facility of I 2,050 Crore
to finance the implementation of 300 MW Wind
Power Project in its subsidiary named Torrent
Saurya Urja 2 Private Limited.

b. tied-up credit long-term facility of I 1,120 Crore to
finance the implementation of 200 MWp Hybrid
Power Project in its subsidiary named Airpower
Windfarms Private Limited;

c. tied-up standalone capex LC facility of I 1,000
Crore to finance Commercial & Industrial (C&I)
renewable projects being implemented under

subsidiary companies of Torrent Green Energy
Private Limited (TGEPL);

d. converted long term rupee term loan into fund
based working capital facility of I 200 Crore in its
subsidiary named Dadra and Nagar Haveli and
Daman and Diu Power Distribution Corporation
Limited to cater to business specific requirement;

e. prepaid long-term loans of I 2,873 Crores mainly
from proceeds of QIP funds raised during
the year;

The Company in total repaid long term debt of I 3,884
Crore (including prepayments).

Outstanding consolidated long term debt as on
March 31, 2025 was I 8,497 Crore (Refer Note 23 to
the Consolidated Financial Statements). Consolidated
debt to equity (including deferred tax liability) ratio as
at the end of FY25 was 0.46 (Previous Year: 0.88). The
particulars of loans given, guarantees provided and
investments made during the year are disclosed in
Note 55 to the Standalone Financial Statements.

The Company, being an infrastructure company, is
exempt from the provisions as applicable to loans,
guarantees, security and investments under Section
186 of the Companies Act, 2013 (the Act).

6. Subsidiaries and Associates

The Board has reviewed the affairs of the Company’s
Subsidiaries and Associates at regular intervals.
In accordance with Section 129(3) of the Act, the
Company has prepared Consolidated Financial
Statements incorporating the Financial Statements of
all Subsidiaries which form part of the Annual Report.
Further, a statement containing salient features of the
Financial Statements of the Company’s Subsidiaries
is given in prescribed Form AOC-1, which forms part
of the Integrated Annual Report (Refer Page No. 520).

The said Form also highlights the financial performance
of each of the Subsidiaries included in the Consolidated
Financial Statements.

The details pertaining to the Companies that have
become or ceased to be the Subsidiary or Associate
of the Company during the year are provided in Note
no. 41 to the Consolidated Financial Statements,
forming part of the Integrated Annual Report.

In accordance with Section 136 of the Act, the Financial
Statements of the Company, Consolidated Financial
Statements alongwith separate Audited Financial
Statements in respect of Subsidiaries are available for
inspection by the Members at the Registered Office of
the Company during the business hours on all working
days. Any person desirous of obtaining the said
Financial Statements may write at cs@torrentpower.
com. The Annual Report of the Company and Audited
Financial Statements of each of the Subsidiaries
have been placed on the website of the Company at
www.torrentpower.com.

7. Directors and Key Managerial Personnel
(KMP)

Mamta Verma, IAS, (DIN: 01854315) tendered her
resignation from the Board of the Company vide letter
dated August 01,2024 consequent to her transfer from
Additional Chief Secretary, Energy & Petrochemicals
Department and appointment as a Principal Secretary,
Industries and Mines Department, Government of
Gujarat. The Company had taken her resignation on
record effective from August 01, 2024.

The Board placed on record its appreciation for the
valuable services rendered by Mamta Verma during
her tenure as a Director of the Company.

I n accordance with the provisions of Section 152
of the Act, read with rules made thereunder and
Articles of Association of the Company, Samir Mehta
(DIN: 00061903) and Jinal Mehta (DIN: 02685284)
are liable to retire by rotation at the ensuing Annual
General Meeting (AGM) and being eligible have offered
themselves for reappointment.

Usha Sangwan (DIN: 02609263) was appointed as a
Non Executive Independent Director of the Company
for a period of 5 years wef May 21,2021. Her 1^st term as
an Independent Director will end on May 20, 2026. The
Board has approved her appointment for a second and
final term of 5 years from May 21,2026 to May 20, 2031
at its Meeting held on May 14, 2025. Therefore, the
Board hereby recommends to the shareholders, for
their approval, her re-appointment as an Independent
Director for second term as mentioned in the Notice
forming part of Integrated Annual Report.

A brief resume and other relevant details of the
Directors proposed to be appointed/re-appointed
are given in the Explanatory Statement to the Notice

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8. Declaration by Independent Directors

The Company has received necessary declaration
from the Independent Directors confirming that they
meet the criteria of independence as prescribed
under the Act and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the
Listing Regulations). The Independent Directors are
in compliance with the Code of Conduct prescribed
under Schedule IV of the Act and the Code of Business
Conduct adopted by the Company.

9. Policy on Directors’ Appointment and
Remuneration Policy

The Nomination and Remuneration Committee (the
NRC) has approved following criteria and process for
identification/appointment of the Directors:

Criteria for appointment:

i. Proposed Director (Person) shall meet all statutory
requirements and should:

• possess the highest ethics, integrity and values

• not have direct/indirect conflict with present or
potential business/operations of the Company

• have the balance and maturity of judgement

• be willing to devote sufficient time and energy

• have demonstrated leadership and vision at
senior levels, and have the ability to articulate
a clear direction for the Company

• have relevant experience with respect
to Company’s business (in exceptional
circumstances, specialisation/expertise in
unrelated areas may also be considered)

• have appropriate comprehension to understand
or be able to acquire that understanding

- relating to Corporate Functioning

- concerning the scale, complexity of business
and specific market and environmental
factors affecting the functioning of the
Company

ii. The appointment shall be in compliance with the
Board Diversity Policy of the Company.

Process for Identification/Appointment of
Directors:

i. Board members may (formally or informally)
suggest any potential person to the Chairperson
of the Company meeting the above criteria.
If the Chairperson deems fit, necessary
recommendation shall be made by him to
the NRC.

ii. Chairperson of the Company can himself also
refer any potential person meeting the above
criteria to the NRC.

iii. The NRC will process the matter and recommend
such proposal to the Board.

iv. The Board will consider such proposal on merit
and decide suitably.

Remuneration Policy:

The Company has in place a policy relating to the
remuneration of the Directors, KMP and other
employees of the Company. The policy is available
on the website of the Company at https://www.
torrentpower.com/public/pdf/investors/20191014
remuneration policv.pdf

10. Evaluation of Board, its Committees and
Individual Directors

The evaluation of the Board, its Committees and
Individual Directors was carried out as per the process
and criteria laid down by the Board of Directors.

The proforma formats for facilitating the evaluation
process of the Non-Independent Directors and the
Board as a whole and the Committees were sent to
all the Non-Executive Directors (except Promoter
Directors). A presentation on functioning of the
Board and the Committees, containing the outcome
of their evaluation and feedback was reviewed by
the Independent Directors in their separate Meeting
and by the Board. Based on the feedback, the
Board expressed satisfaction on overall functioning
of the Board, the Committees and performance of
the Directors.

11. Meetings of the Board, Committees &
Compliance to Secretarial Standards

The Board meets at regular interval, with gap between
two meetings not exceeding 120 days. During the year
under review, the Board met four times.

The Board has six committees namely Audit Committee
(AC), Nomination and Remuneration Committee (NRC),
Corporate Social Responsibility and Sustainability
Committee (CSRSC), Stakeholders Relationship
Committee (SRC), Risk Management Committee
(RMC) and Committee of Directors (CoD). During the
year, Fund Raising Committee (FRC) was constituted
and powers like appointment of agencies, issue
opening, allotment etc. related to Qualified Institutional
Placement were delegated to the Committee.

A detailed note on the composition of the Board and
its Committees (AC, NRC, SRC and RMC) is provided
in the Corporate Governance Report, forming part
of the Integrated Annual Report. Composition of
CSRSC is given in the Report on CSR Activities
(Annexure - C). CoD is a Board Committee to facilitate
routine executive decisions and exercise of authority
granted by the Board in various matters. The Minutes
of the Committee Meetings are reviewed by the Board
at the Board Meeting.

During the year under review, the Company has
complied with the provisions of Secretarial Standard
1 (relating to meetings of the Board of Directors) and
Secretarial Standard 2 (relating to General Meetings)
issued by the Institute of the Company Secretaries
of India.

12. Directors’ Responsibility Statement

I n terms of Section 134(3) and 134(5) of the Act, the
Board of Directors states that:

a. i n preparation of the Financial Statements, the
applicable accounting standards have been
followed and there are no material departures;

b. the directors 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 as at March 31,
2025 and of the profits for the year ended March
31, 2025;

c. the directors 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;

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

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

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

13. Auditors

Statutory Auditors

The Members, at the 18^th Annual General Meeting
(AGM) of the Company held on August 08, 2022,
had re-appointed M/s. Price Waterhouse Chartered
Accountants LLP as Statutory Auditors of the Company
for a period of 5 years from conclusion of 18^th AGM till
conclusion of 23^rd AGM.

The Auditors’ Report for FY25 forms part of the
Integrated Annual Report and does not contain any
qualification, reservation or adverse remark.

Cost Auditors

Pursuant to Section 148(3) of the Act, M/s. Kirit Mehta
& Co., Cost Accountants, Mumbai had been re¬
appointed as the Cost Auditors of the Company for
FY25 by the Board of Directors for conducting audit of
cost records maintained in respect of electricity. Their
remuneration was ratified by the Members at 20^th AGM
of the Company.

The Cost Audit Report for FY24 does not contain any
qualification and was filed with the Central Government
(within the prescribed time limit) on August 16, 2024
pursuant to Section 148(6) of the Act.

Your Directors have re-appointed M/s. Kirit Mehta
& Co., Cost Accountants, as Cost Auditors of your
Company to conduct cost audit for the FY 2025-26.
A resolution seeking approval of the Shareholders for
ratifying the remuneration payable to the Cost Auditors
for FY26 is provided in the Notice forming part of this
Annual Report.

Secretarial Auditors

Pursuant to Section 204 of the Act read with the Rules
thereof, the Board of Directors had re-appointed

M/s. M. C. Gupta & Co., Company Secretaries,
Ahmedabad, as the Secretarial Auditors of the
Company for FY25. The Secretarial Audit Report for
FY25 is annexed herewith as Annexure - A(I).

Pursuant to Regulation 24A of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Secretarial Audit
Report of DNH-DD, material unlisted subsidiary, is to
be annexed with the Annual Report of the Company.
The Secretarial Audit Report of DNH-DD for FY25 is
annexed herewith as Annexure - A(II).

There are no adverse observations in the Secretarial
Audit Reports which call for explanation.

Further, your directors have approved appointment
of M/s. M. C. Gupta & Co., Company Secretaries as
Secretarial Auditor of the Company for a term of five
consecutive years from FY 2025-26 to FY 2029-30 at
a remuneration as may be determined by the Members
of the Company pursuant to SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

14. Internal Financial Controls

The Company has in place adequate internal financial
controls with reference to the Financial Statements.
The Statutory Auditors of the Company have audited
such controls with reference to the Financial Reporting
and their Audit Report is annexed as Annexure A to the
Independent Auditors’ Report under the Standalone
Financial Statements and the Consolidated Financial
Statements which forms part of the Integrated
Annual Report.

15. Corporate Governance

In compliance with Regulation 34 read with Schedule
V of the Listing Regulations, the Report on Corporate
Governance forms part of the Annual Report.
Certificate of the Auditors regarding compliance with
the conditions of Corporate Governance is annexed to
the Board’s Report as Annexure - B.

16. Corporate Social Responsibility (CSR)

The CSR Activities undertaken by the Company were
under the thrust areas of Community Healthcare,
Education & Knowledge Enhancement and Social care
& concern. During the year, the Company was required
to spend I 45.55 Crore (2% of the average net profit of
the past three financial years). The total amount spent
during the year was I 54.63 Crore (including surplus of

I 1.47 Crore arising at implementing agency level from
temporary investment of funds for FY25). Further, the
unspent amount at the end of the year was transferred
to Unspent CSR Account of related ongoing projects
by the Company. The brief details of the major CSR
activities are described hereunder:

1) REACH: Driven by the belief of Chairman Emeritus,
Sudhir Mehta ‘Children are the future of our nation
and this future must be well preserved’, the flagship
CSR program of the Group REACH - Reach EAch
CHild was initiated in the year 2016 under the aegis of
UNM Foundation, a Section 8 Company (UNMF).

In the past years, UNMF adjusted its approach towards
community healthcare initiatives, which are now
carried out in two distinct categories viz. Outreach
Activities and Medical Services.

Outreach Activities

Our Outreach activities focus on reducing malnutrition &
anemia amongst children in the age - group of 6 months
to 6 years. Under this programme, we organise baseline
screening camps across various villages covered in
two states including Gujarat, Maharashtra and Union
Territory i.e., Diu, Daman and Dadra Nagar Haveli.
Children are screened for anemia and malnourishment;
necessary interventions are done for possible
improvement. Children identified as malnourished
or anaemic or both are provided medical treatment
and supplementary nutrition. The treatment plan for
malnourished children is spread over a period of 3
months and anemia treatment spans across 6 months.

Expanding Outreach to More Lives

In 2024-25, we have expanded our initiatives in more
than 300 villages with targeting to cover cumulative

total more than 1,900 villages and screened additional
18,000 children totalling more than 1,74,000 children
on a cumulative basis.

In year to come, we plan to extend our interventions in
200 new villages & 100 ongoing villages to serve more
children. With this, we will be able to reach more than
2100 villages and make a positive impact on the health
of malnourished children.

The programme will also be expanded to villages near
Renewable site locations & our newly established
PHCs in Maharashtra & Gujarat.

Adolescent girls’ Healthcare and Sanitation

One of our initiatives was focused on empowering
adolescent girls in rural areas by addressing the taboo
associated with menstruation and promoting menstrual
hygiene. Our programme included interventions
to encourage the use of bio-degradable re-usable
sanitary pads and provide education on menstrual
hygiene. Female volunteers/employees conduct
counselling sessions and distributes sanitary pads to
adolescent girls in Sugen, Dahej, Indrad, Banaskantha,
Radhanpur, Balasinor, Junagadh, Dholera and other
RE site locations.

During 2024-25, 29,935 bio-degradable reusable
sanitary pads were distributed. Till March 31, 2025;
we have served more than 1,00,000 beneficiaries with
these unique sanitary pads.

Medical Services - UNM Children Hospital and
Paediatric Primary Health Centre (PHCs)

I n 2017, we have started four paediatric centres in
Sugen, Dahej, Indrad, and Balasinor of Gujarat with
a focus on outpatient departments (OPDs) as ‘CARE’
measures. In 2020, we achieved a significant milestone
by transforming the SUGEN paediatric centre into a
150-bedded hospital, providing critical care to children.
Consequently, 9 more PHCs have been started on daily
basis at locations of Dediapada, Waghai, Naswadi,
Radhanpur, Chhapi, Junagadh, Ankleshwar, Bhestan,
Dholera to reach to and serve people in interior rural

areas deprived of quality affordable medical facilities.
These centres provide primary healthcare services to
children, including free medical consultations, basic
laboratory tests, and medications.

Looking at the response from community, we intend
to establish few more UNM Children PHCs at needy
underprivileged area in Maharashtra and Gujarat in
n ex t year.

Cumulative status across all 12 UNM Children PHCs
(excluding UNMCH)

The Hub-and-Spokes Model

The PHCs serves as spokes, providing primary care,
while UNM Children Hospital at Sugen serves as the
central hub managing more complex healthcare needs.
Cases identified at the PHCs that require advanced
care are referred to the hospital for further treatment.

I n addition to primary care, we focus on providing
secondary and tertiary care. In 2020, we reached
a significant milestone by upgrading our Sugen
Paediatric Centre into a 150-bedded UNM Children
Hospital, which now serves as the hub of our
medical services.

UNM Children Hospital: Enhancing Healthcare
Facilities

UNM Children Hospital is a state-of-the-art facility
offering both outpatient (OPD) and inpatient (IPD)
services, including advanced and critical surgeries
across multiple disciplines. Our hospital provides
advanced care in specialties such as Orthopaedics,
Ophthalmology, Neurology, Urology, Plastic Surgery,
Dental, ENT, and more. The hospital is equipped with
150 beds, 4 operation theatres, a 20-bed NICU, a 17-
bed PICU, and is NABH certified. As a NABH-certified
hospital, we are committed to delivering high-quality
healthcare services that meet national standards
of excellence:

Strategic Shift to Advanced Surgical Care

I n 2022, advancing UNM Children Hospital towards
a Centre of Excellence, we took a strategic decision
to shift focus from general OPD and IPD services
to specialised surgical interventions, addressing
the growing need for complex paediatric surgeries.
Combined with state-of-the-art facilities and a team of
expert clinicians, this transformation has made UNM
Children’s Hospital a premier paediatric referral centre.

As part of its ongoing transformation, the SUGEN
Paediatric Centre has been upgraded to the UNM
Children’s Hospital in Kamrej, further reinforcing

its dedication to delivering exceptional paediatric
healthcare. The hospital now features cutting-edge
facilities, including a Linde liquid oxygen tank, which
provides medical oxygen with a purity of at least
99.0%, ensuring optimal care, particularly for patients
with critical and long-term respiratory needs. With
the opening of its fourth modular operating theatre,
the hospital is equipped with the Carl Zeiss TIVATO
700 surgical microscope, renowned for its advanced
visualisation capabilities, making it an essential tool
for complex surgical procedures. In addition, the
newly constructed audiometry room, featuring Inter-

acoustics audiometers, creates an ideal environment
for conducting a wide range of hearing tests, ensuring
precise diagnostic outcomes. The hospital’s diagnostic
services have now received NABL certification.
This recognition underscores our commitment to
delivering high-quality pathological services that
adhere to national standards of excellence, ensuring
the highest level of care and accuracy for our patients.
Additionally, 1 ambulance is equipped with advanced
ICU facilities - ICU on wheels, ensuring critical care
during transport. With life-saving equipment and a
skilled medical team on board, it provides seamless,
high-quality care from the scene to the hospital,
improving patient outcomes in emergencies. The
installation of an in-house CT Scan is currently
underway, aiming to offer patients more accessible and
convenient diagnostic services. Hospital commenced
the integration of Contain Management System (CMS)
and Electronic Medical Record Department (E-MRD)
systems on December 01, 2024. This initiative aims to
enhance the management of digital content, including
patient records and administrative documents, while
improving communication, compliance, and overall
operational efficiency. By digitising medical records,
the hospital is streamlining data accessibility and

organisation, which will lead to faster decision-making
and better patient care outcomes.

With a team of highly skilled paediatric surgeons and
healthcare professionals, UNM Children Hospital has
rapidly become a trusted healthcare facility, attracting
children from across India who require specialised
treatments. This transformation highlights Torrent
Group’s ongoing commitment to advancing paediatric
healthcare by enhancing capabilities and expanding
the scope of services offered.

Extending Healthcare Services to Remote
Communities: Surgical screening camps

As part of UNM Children Hospital’s commitment to
reaching underserved populations, surgical screening
camps were organised at UNM Children Hospital,
Naswadi, and Sagbara. These initiatives focused on
extending healthcare services to the remote communities
of Narmada and Chhota Udepur districts. The camps
provided primary screening and consultations of
Gujarat, helping to identify surgical patients in need of
care. Those requiring further treatment were referred
to UNM Children Hospital for surgeries, which were
performed based on patient consent and fitness. This
effort significantly contributed to improving access to
essential healthcare in these rural areas.

ANC and PNC Awareness Event

As part of our ongoing awareness initiatives, a
successful event was held in Waghai Taluka to educate
mothers in relation to ANC (Antenatal Care) and PNC
(Postnatal Care), importance of breastfeeding and
complementary feeding. The event featured expert-
led sessions and practical demonstrations, engaging
participants in learning about early childhood nutrition.
This program aimed to empower mothers with essential
knowledge to ensure the health and well-being of both
themselves and their infants.

2) Shiksha Setu: UNM Foundation has been
implementing Project Shiksha Setu since year

2011 to strengthen the quality of education in the
Government primary schools of Gujarat in various
phases. While the phase 1 and 2 of Project Shiksha
Setu aimed at enhancing teaching learning practices
through technology integration, the third and fourth
phase (initiated 2021) of project Shiksha Setu aims at
conceptual and comprehensional abilities primarily in
Language and mathematics.

Building on the successes of previous years, the
Foundation expanded Shiksha Setu’s reach and
introduced new impactful projects to address
children’s learning gaps.

Key highlights include:

• Scale-Up: Shiksha Setu expanded operations from
45 to 117 schools, reaching 29,000 students (vs.
15,000 in FY 23-24). A new cluster in Waghai, a
tribal block of the Dangs districts was added this
year through LEP program (Literacy Enhancement
Programme)

• Learning Gains: 60% of students in LEP camps
transitioned into active readers.

• Pilot Project “Bridge Course”: Introduced to
cover learning gaps in mathematics in 42 schools,
classes 5 to 8

• Women’s Stitching Training The 76 women
participants in Vocational Training Program (VTP)
at Chhatral generated wage revenues of I 5,86,038
in last six months.

• Plastic Waste Management “Project Sankalp”

Promoted safe disposal of plastic waste methods in
10 villages which resulted in collection and recycling
of more than 4265kg of plastic waste in 10 months.

Project wise update is as under:

1. Literacy Enhancement Program (LEP): The

program is designed to ensure foundational
literacy and numeracy skills for students in
Grades 3-8, particularly those unable to read
and comprehend grade level textbook. The
students are supported through short-term,
intensive camps delivered by trained facilitators
(Shikshamitras). The project is implemented
by Pratham Education Foundation at SuGen,
Waghai and Ahmedabad clusters and by Centre
for Environment Education (CEE) at Chhatral and
Chhapi clusters.

a. The total reach of the program has increased
from 45 schools in FY 23-24 to 117 schools
in FY 24-25, which included 36 government
primary schools at Waghai block of the
Dangs district.

b. 14,410 students of these 117 schools were
tested of which 6921 students (48%) were
found to have gaps in foundational literacy
and numeracy skills. 4154 students have
been enrolled in the LEP camps. 60%
students have reached to reading proficiency
at Chhapi and Chhatral clusters. Results for
SuGen and Waghai clusters are awaited.

2. Bridge Course: A new pilot program was launched
this year in 42 schools to close learning gaps in
mathematics for students in Grades 5-8. The
Bridge Course provides select math competency
modules and concept-building activities as a
readiness program for grade appropriate higher
math skills. The project is being implemented by
Centre for Environment Education at Chhatral,
Chhapi and SuGen clusters.

a. This year we have reached out 3655 students
from grade 6 & 7 through assessment. Out
of which 1123 students who were enrolled
in camp.

b. The average score increased from 6.84 in
baseline to 12.04 in end line from total 18
marks, showing progress. The median has
also increased from 6.30 in baseline to 11.71
in end line tests.

3. Project Balvatika: Project Balvatika works as
an Early Years School Readiness program and
supports early childhood education for students
aged 3 to 8 years (i.e. Nursery to Grade 2). The
program trains teachers on play-based and
activity-led learning pedagogy which should lead
to development of language, cognitive, motor,
and socio-emotional skills of the children. In
addition to trainings, the teachers are supported
with worksheets for children and teacher manual.
The project is being implemented by Gyan
Shala Foundation.

a. 12 schools were added during the year
reaching to total number of 15 schools,
1121 students.

b. 12 classrooms were decorated with
paintings and graphics on walls making
the spaces attractive for students and
foster learning. Additionally, the digital
content and LED TV for smart classes
were installed in 12 classrooms to support
teachers with poems, games and stories for
classroom transactions.

c. 50 teachers were provided training during
summer and Diwali vacations. Monthly
online sessions were held for refresher
training. Three mentors were deputed (one
at each cluster) to provide onsite mentoring
support to teachers.

d. Shiksha Setu also temporarily provided 10
Shiksha Mitras in 8 schools where teachers
were transferred mid-term leaving the
Balvatika to Grade 2 classes unattended.

4. Second Chance Program: The Program is to
help adolescents and young adults (16 years
and more) who have dropped out of the formal
education system, complete class X. The program
identifies such young boys and girls, motivates
them and makes arrangement for them to pass
class X through NIOS. Students are supported
with classes, worksheets and mock tests to
prepare for examinations. The project is being
implemented at Chhatral cluster by Pratham
Education Foundation.

a. 120 students out of 145 enrolled students
appeared for final examinations for the
academic year 23-24 of which 83 students
(70%) students successfully cleared the
examination. Following is the detailed
breakup of pass

b. 153 students were enrolled for academic
year 2024-25, out of which 121 students
have appeared for practical examinations
conducted in March 2025. The students will
give final board exam in April 2025.

c. A significant factor contributing to attrition
among students enrolled in the second
chance program is lack of interest in studies.
Furthermore, a key challenge particularly
impacting male student retention and
academic success is the prevalence of early
entry into the workforce.

5. Vocational Training Program (VTP): Economic
empowerment remains a cornerstone of
community development. The VTP program
aims at supporting youth (male and female)
and women thorough vocational skills. During
FY 24-25, Shiksha Setu

a. Introduced Sewing Machine Operator (SMO)
training centre at Chhatral. CEE has been
onboarded as Project Implementation

Partner. More than 260 women trainees
were mobilised through door-to-door visits
and community meetings. 224 women were
trained against the target of 200. The aim of
the SMO program is to provide vocational
skills to women in the region and establish
a collective enterprise (an enterprise led by
group of women trainees) for job work. Total
revenue of I 5,86,038 was generated which
included I 89,237 from job work order at
production centre by 20 active trainees and
I 4,78,800 through self-employment by 76
women trainees. The production centre at
Rajpur is serving orders on Kurti, bags and
school uniform.

b. An MoU with Indo German Tool Room
(IGTR), Ahmedabad to provide technical
skills to youth between age group of 18 to
30. A four-month residential course on PLC
Automation & Robotics was launched which
includes 31 participants from Chhatral,
Chhapi, SuGen clusters. The trainees will
complete their course by June 2025 and will
be provided employment support. Mobilising
the 31 students required extensive outreach
efforts by team, contacting over 300
potential candidates. It was noticed that
youth have less inclination towards welding
technology course.

6. Project Sankalp: Environmental sustainability is
integral to community well-being. Through Project
Sankalp, UNM Foundation piloted on plastic
waste management in 10 villages of the SuGen
clusters. The aim of the project was to increase
awareness about plastic waste and its hazards
on community and to introduce best practices
of plastic waste management. Following is the
highlight of the program.

a. 60 Awareness drive with 2700
active participants

b. 11 Clean drives were organised in 9 villages
with 402 individuals participating in the
clean drive.

c. 4265kg of Plastic Waste has been collected
from 1501 households.

d. 19 plastic benches were prepared from
the recycled plastic and distributed for
community use in panchayat and schools.

3) Pratiti - Development and Maintenance of
Public Parks:

Development and Maintenance of Public Parks:
The Pratiti program aims to provide citizens
with accessible, sustainable green spaces for
leisure and recreation. The Company’s team has
successfully revamped nine parks in Ahmedabad,
covering more than 98,000 square meters.
The redevelopment of Ravi Shankar Maharaj
Garden (RMG) measuring approximately 5,700
square meters and Jyotindra Dave Garden
(JDG), measuring approximately 29,000 square
meters in Surat has been completed. Both the
parks were opened for public post inauguration
on October 05, 2024. Gardens have been taken
up for maintenance at Daman (UT) measuring
approx. 52,000 square meters. The Company’s
commitment to maintaining these green
spaces ensures their longevity and continued
accessibility to the public.

All the gardens are designed and developed
with a mission to provide the best environmental
conditions to live in, by providing the citizens with
recreational areas by creating parks, gardens,
ponds, and lakes near their neighbourhood
with reduced level of air and noise pollution by
improving micro-alignment at the city level, and to
recharge groundwater through ponds and lakes.

The Company along with one of India’s best
known landscape design firms developed an
approach for development of urban public parks.

4) Sanskardham Equestrian Center:

Gujarat’s rich history in horsemanship and
its potential for producing top-tier equestrian
athletes have spurred the development of the
Sanskardham Equestrian Centre. This initiative
aims to provide world-class training and facilities
to groom young talent for equestrian sports. We
continue to proudly associate ourselves with
this important initiative. We have supported the
Sanskardham Equestrian Centre to develop
sports in Gujarat by supporting with a state-of-
the-art horse-riding centre for school children.
This also instils discipline and empathy towards

animals. At Sanskardham Equestrian Centre,
Ahmedabad, 40 young students are provided
thorough training in horse riding, dressage and
show jumping.

Details of work done during the year are as follows;

Infrastructure Development:

We have added one walker for lunging purpose
of horses and redeveloped the existing Riding
Arena, Round Yard, Stables this FY.

04 New thoroughbred riding horses were
purchased taking our total to 11 horses along
with Saddlery & Equipment, and a horse float
truck for transportation of horses. These include
horses from riding (Level 1 and Level 2) and show
jumping (Level 2 and semi-trained). Beautification
of the facility with new Signage Systems, Saddlery
& Equipment for children and instructors, Staff
Rooms, Feed & Equipment Rooms.

Skill Development:

Coaches (01), grooms (06) and other relevant staff
(3) were recruited.

I n order to make the initiative, sustainable-
long-term skill development is being taken
up through the hiring of trained coaches and
staff, establishment of systems and processes,
implementation of feed and veterinary guidelines,
and ensuring safety protocols. These initiatives
and changes aim to groom students into
competent equestrian athletes. Sanskardham
Equestrian Centre facilitates riders’ technique
development through clinics conducted by
equestrian Olympian Imtiaz Anees. These
clinics encompass both theory and practical
sessions covering show jumping, dressage, and
eventing disciplines.

The riding school charges a subsidised rate
for training children. 40 children are currently
registered and coming for riding lessons, which
is an increase from 19 students of last year. Eight
of these riders participated in National level
competitions and one of them won silver medal
in Show Jumping at the Junior Nationals in Delhi.

Future Plans

The centre’s future plans entail expanding
infrastructure to accommodate increased

enrolment through on campus training programs
for school students. The Sanskardham Equestrian
Centre remains committed to nurturing talent,
fostering a culture of excellence, and elevating
Gujarat’s stature in the realm of equestrian sports.

The Report on CSR activities is annexed herewith
as Annexure - C.

Donations

The Company has made donations amounting
to I 16.29 Crore towards various organisations
engaged in activities related to healthcare,
education, arts & culture, science, sports, relief
to disaster victims, socio-economic development
including skill development, self-help groups,
upliftment of women, integrated development of
tribes, protection of consumer rights, building of
toilets etc.

17. Environment, Health And Safety (EHS)

The Company accords utmost importance to EHS in its

various operations. The key developments concerning

EHS during FY25 include:

• Integrated Management System (IMS) was
implemented to ensure a safe, healthy and
environmental friendly working comprising
International Standards of Quality Management
System (QMS) (ISO 9001:2015), Environment
Management System (EMS) (ISO 14001:2015),
Occupational Health and Safety Standard (ISO
45001:2018), Energy Management System (EnMS)
(ISO 50001:2018), Asset Management System (AMS)
(ISO 55001:2014), at SUGEN, GENSU, DGEN Power
Projects, Ahmedabad, Surat, Dahej, Bhiwandi,
Shil, Mumbra, Kalwa and Agra Distribution units,
Information Security Management System (ISMS)
(ISO 27001:2013) at SUGEN and DGEN and were
periodically certified by surveillance auditor.

• AMGEN celebrated World Water Day and World
Environment Day. By planting trees, shrubs and
seasonal flowering plants.

• Achieved a record 1,433 days without reportable
accidents as of March 31, 2025. Key initiatives
contributing to this achievement included
workplace inspections, programs like ‘Suraksha
Samvad’ to cultivate a proactive safety mindset,
utilising automated safety kiosks, implementing

contractor safety system audits, organising
National Fire Services Day, Road Safety Week,
Electrical Safety Week, and National Safety Week
(“NSW”), introducing Class-E safety helmets and
safety motivation programs.

• Organised periodical and comprehensive medical
check-up and health insurance of all employees and
their family members, counselling of critical illness
case, focused group discussion involving family
members. Annual health calendar was prepared
which consisted of celebration of various health
days, fitness related activities like AMGETHON, step
challenges, awareness sessions by external experts
and internal faculties. Regular mock drill sessions
conducted for handling emergency medical cases,
food poisoning cases for canteen workers etc.
Established a fully equipped occupational health
unit with cardiac ambulance van.

• Awareness sessions on bio medical waste
management, dietician session, first aid training
including Cardio Pulmonary Resuscitation training,
awareness session on anxiety, stress, fatty liver,
health and personal hygiene for contractual working
women, work life balance and stress management,
World Heart Day, stress management, tobacco
related cancer, World Aids Day, World Asthma
Day, World Diabetes Day, World Health Day, World
Hypertension Day, World Liver Day, World Lungs
Day, World No Tobacco Day were carried out.

• SUGEN and DGEN completed 2 yearly safety audit
as per IS 14489 by M/s North Star and DGEN also
completed 5 yearly Emergency Response Disaster
Management Plan (“ERDMP”) recertification audit
as per Petroleum and Natural Gas Regulatory Board
without any non-conformance.

• DGEN completed Quality Circle Forum of India
(“QCFI”) surveillance audit in FY 25 for Five-S
Workplace Management System and was awarded
“GOLD” trophy in 12^th Annual conclave.

• SUGEN Mega Power Project has continued to
record no reportable Lost Time Accident (LTA) in
FY 25 and 13.07 million LTA free manhours up to
FY 25 i.e., ~12.2 Years of reportable accident-free
days. DGEN Mega Power Project has continued to
record no reportable LTA in FY 25 and 5.44 million
LTA free man-hours up to FY 25 i.e.,~ 9.5 years of
reportable accident-free days.

• The Company’s residential townships, Shardashish
at SUGEN Mega Power Project and Meghdhanush
at DGEN Mega Power Project has implemented and
maintained township management systems with
International Standards of EMS (ISO 14001:2015)
and Occupational Health and Safety Management
Standard (ISO 45001:2018) and are periodically
certified with surveillance audit by M/s TUV Nord
and M/s. Bureau Veritas respectively.

• Meghdhanush Township at DGEN Mega power
project continued maintenance of “Platinum”
rating (highest in the rating system) by Indian Green
Building Council with periodic audit.

• SUGEN Mega Power Project has implemented
various environment sustainability initiatives such
as reduction of paper usage by 24%, digitisation
of waste management, environmental compliance
reporting, safety systems, 3R (Reduce -Reuse-
Recycle) campaign led to reuse of 736 m³ water from
condenser water box during outage, and reduction
of specific demineralised water consumption by
17%. Total rainwater collection for FY 25 was - 70
million liters at SUGEN, ~ 70 kgs of plastic waste
collected, usage of green products such as coconut
based activated carbon in place of coal based, use
of rustoline in place of water displacement, use and
throw plastic pens replaced with paper pens, etc.

• SUGEN Mega Power Project has continued
excellence in safety performance with continual
improvements such as enhancing stakeholder
engagement by conducting fire fighting training,
workplace safety surveys, periodic inspection
of tools and tackles, mock drills and table top
exercises, raising community awareness by teaching
school children about basic road and home safety,
specific trainings to strengthen safety culture with
target stakeholders, such as occupational health,
emergency response, machine safety, emergency
rehearsal, mock drill, pre-outage training etc.,
developing module for incident investigation.

• DGEN implemented various environment
conservation and safety initiatives such as recycling
milk plastic pouch which led to reuse of ~30,500
plastic milk pouches, rainwater collection of - 129.2
million litres at DGEN and ~4.7 million litres at
Meghdhanush township in FY 25. Plantation of
trees, installation of new design level gauge in
sulphuric acid tank, plant fire system upgradation,

job specific Personal Protective Equipment (“PPE”)
evaluation, formation of emergency response team
for overall safety improvements.

• On job training on fire hydrant and self contained
breathing apparatus training for employee below
40 years, first aid training to employee, rescue
training etc. was carried out to enhance learning
and development. Training on ERDMP emergency
preparedness was also organised from expert
agency. Various environment and safety awarenesss
events were organised for families at Meghdhanush
Township and for school children and teachers in
Atali School. Various safety training programs were
conducted resulting into total of 2,242 Manhours
training at DGEN.

• Renewable sites have recorded zero Lost Time
Incidents, accumulating 12.9 million safe man¬
hours. A total of 33,699 man-hours of training and
314 mock drills were conducted during FY 25,
contributing to enhanced emergency preparedness
and a robust safety culture. Furthermore, all
solar sites are certified under the 5S workplace
organisation system.

• Monthly Apex Safety Committee meetings were held
to review and address site-specific EHS concerns.

• Benchmark Gensuite software has been
implemented. This platform facilitates real-time
tracking of safety observations, root cause failure
analysis and timely closure of action points.

• Throughout the year, various safety programs were
conducted, including EHS walkthroughs and audits,
periodic inspections of tools and tackles, internal
and external emergency mock drills, near-miss
reporting campaigns, first aid training, daily toolbox
talks, electrical safety training and celebration of
various safety weeks deploying rescue kits at
all wind sites for emergency evacuation from
elevated positions.

• Dedicated EHS training programs aligned with
Global Wind Organisation standards were
conducted at wind operations sites. These included
modules on working at height, fire awareness, first
aid, manual handling, active and passive height
rescue. These programs aim to increase awareness
and reduce risks associated with work inside Wind
Turbine Generators.

• Rainwater and stormwater harvesting systems,
along with bore-well recharging facilities, have
been installed at renewable sites to promote water
conservation and groundwater replenishment. To
minimise electronic waste, preference was given to
repairing and refurbishing electronic cards rather
than replacing them.

• Ahmedabad Distribution: Safety initiatives like
electrical safety-environmental sustainability
awareness session, workplace EHS audits, periodic
inspection of tools and tackles, mock drills for
strengthening emergency preparedness, training on
reptile awareness, work at height-scaffold inspector
& material handling, arranging an Regional Transport
Office van to raise awareness and mitigate the risks
associated with road transport and reduce the road
traffic incidents, conducting incident investigation
workshops and train the trainer workshop, carrying
out British Safety Council Five Star Wellbeing Gap
Assessment, rolling out Training Kiosk for EHS
induction process, introducing LED head torch for
industrial safety helmet.

• Agra Distribution: During the year, awareness was
spread about electrical safety to the community by
publishing safety tips in newspapers, announcing
electrical safety tips in the streets & markets
through rikshaw campaign, displaying safety tips
on sun boards, hoardings at sub stations and
screening safety awareness messages at customer
care centers, airing safety verbiage on FM radio
during festivals and pre-monsoon, performing
mock drills for different emergencies at offices and
the Customer Service Center, conducting online
survey by circulating EHS awareness message on
heat stroke prevention, installing smoke detection
system and fire extinguishing demonstrations for
employees during the Deepawali festival, performing
site safety audits and reporting unsafe acts and
unsafe conditions to prevent incidents, increasing
site audits, keeping in place safety management
system to address and prevent workplace injuries/
accidents, conducting annual health check-ups,
conducting sessions of “Sangini” for Female
Employees on Women’s Health & Fitness.

• Bhiwandi and Shil, Mumbra & Kalwa (“B-SMK”):

In August 2024, B-SMK locations underwent
surveillance audit for the IMS. Bhiwandi’s
Meter Testing Lab had undergone renewal of

Accreditation Audit in the field of Electrotechnical
Calibration in July 2024. Audit was conducted
successfully and National Accreditation Board
For Testing And Calibration Laboratory issued
certificate of accreditation in accordance with
the standard ISO/IEC 17025: 2017 in the discipline
of calibration which shall be valid till September
2026. Awareness programs on electrical safety &
energy conservation were conducted in schools,
safety awareness training for vendor employees
covering benefits of PPE. World Environment Day
celebration with company-wide celebration of
World Environment Day 2024, aligning with United
Nations Environment Programme guidelines,
Environment Protection Pledge, distribution of
‘Eco-friendly bags, tree plantation drive to plant
175 trees, consumer education on sustainable
practices, employee environmental quiz etc.
NSW celebration with Central Electricity Authority
Regulation Awareness, installation of automatic
modular type fire extinguishers, safety gallery for
display of PPEs, permits types and fire prevention
equipments, implementation of the Safety Field
Force Application.

• Dholera Distribution: Safety trainings and safety
initiatives, installation of Supervisory Control
And Data Acquisition automation and remote
operated switchgears, EHV & High Tension
network, installation of Nitrogen Injection Fire
Protection System, system for protection of Power
transformers and High Velocity Water Spray System
for Gas Insulated Switch Gear substation and office
buildings. Assembly point & Emergency exit route is
ensured at both substation premises. Developed @
2500 sq mt green space and plantation done with
various type of plants at 4A Substation.

• Surat & Dahej Distribution: To strengthen
the integrated management system, additional
initiatives were implemented as per requirement of
ISO 22301-2019: Security and Resilience - Business
Continuity Management System requirements.
Certification audit by external body (TUV-Nord)
conducted. 5S workplace management system was
implemented at central warehouse and achieved
certification with at-par excellence from Union of
Japanese Scientists and Engineers and QCFI after
audit by QCFI and was further extended to Surat
- Delhi Gate office, Varachha PSC Building. Surat
and Ahmedabad units became the first organisation

in India who had achieved this highest level of
certification. At Surat and Dahej, this management
system is periodically audited by QCFI. Deployment
of European Foundation for Quality Management
(“EFQM”) model of business excellence initiated
and many initiatives such as strategic framework,
scanning of eco system, process of objective
setting and monitoring, internal and external
communication, stakeholder consultation and
participation, process flow diagrams, leadership
connect, vendors meet etc. implemented to further
strengthen the management system. Assessment
by EFQM Assessors conducted and Ahmedabad,
Surat and Dahej Units achieved six-star rating being
the first organisation to achieve this rating on first
attempt. Established and effectively implemented
the policies pertaining to health, safety and wellness
such as IMS policy, Occupational Health and
Safety Policy, Health and Wellbeing Policy, Road

Safety Policy, Fire Safety Policy and conviction for
Safety Policy. Activities were carried out by EHS
department like Site audits (inspection), Premise
risk assessment at all the office premises, EHV
sub-stations and warehouses, training programs
on operational safety, emergency response and
business continuity plans, Hazard Identification
Risk Assessment, environment aspect impact
assessment, first aid treatment, fire safety
management, behaviour-based safety, road safety
and defensive driving.

18. Vigil Mechanism

The Company has in place a Vigil Mechanism/Whistle
Blower Policy pursuant to the applicable statutory
requirements. The details of the Whistle Blower Policy
are explained in the Report on Corporate Governance.

The actual amount lying in unpaid dividend accounts
along with corresponding shares related thereto will be
transferred to IEPF Authority within statutory timeline
as applicable.

Rahul Shah, Company Secretary, has been appointed
as Nodal Officer of the Company and details of the
Nodal Officer are available on the website of the
Company at https://www.torrentpower.com/index.
php/investors/iepf.

20. Business Responsibility and Sustainability
Report (BRSR)

As stipulated under Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Business Responsibility and
Sustainability Report (BRSR) along with Assurance
Report forms part of the Integrated Annual Report.

21. Risk Management

The Company has in place a Risk Management
framework for a systematic approach to control risks.
The Risk Management Policy of the Company lays
down procedures for risk identification, assessment,
monitoring, review and reporting. The Policy also
lists the roles and responsibilities of the Board,
Risk Management Committee, Chief Risk Officer,
Risk Champions and Risk Co-ordinators. The Risk
Management process is reviewed and monitored by
the functional heads.

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

22. Particulars of Contracts or Arrangements
with Related Parties

The particulars of contracts or arrangements with
the related parties are given in the prescribed Form
AOC-2, annexed herewith as Annexure - D and in
the section on the Related Party Transactions in the
Report on Corporate Governance.

23. Particulars of Employees and Related
Disclosures

The details in terms of Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
as amended from time to time, are forming part of this
Report as Annexure - E.

24. Protection of Women Against Sexual
Harassment at Workplace

The Company has complied with the provisions
relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. During the year review, no incidence was
reported under the said Act.

25. The Extract of the Annual Return

In terms of Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules,
2014, the Annual Return of the Company is available on
the website of the Company https://www.torrentpower.
com/public/pdf/investors/MGT-7Website.pdf

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

The details relating to conservation of energy,
technology absorption, foreign exchange earnings and
outgo prescribed under Section 134(3)(m) of the Act
read with Companies (Accounts) Rules, 2014 are given
in the Annexure - F, which forms part of this Report.

27. 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 available on the
website of the Company https://www.torrentpower.
com/public/pdf/investors/ADS 2024-25.pdf, which
forms part of this Report.

28. Scheme of Arrangement

During the year under review, National Company Law
Tribunal (NCLT) convened Meetings of the Members
and Creditors of the Company were held on July
18, 2024 pertaining to approval of the Scheme of
Arrangement between the Company and Torrent Green
Energy Private Limited, wholly owned subsidiary of the
Company, for transfer and vesting of its Renewable
Power Undertakings on a going concern basis by
way of slump sale. The Scheme was approved with
requisite majority. Subsequently, the Scheme was

approved by the NCLT, Ahmedabad vide its order
dated February 18, 2025 read with Order dated
January 27, 2025 having the Appointed Date April 01,
2024 for a cash consideration of H 880.12 Crore based
on consideration mentioned in the Scheme net of
adjusted working capital as on appointed date.

29. Other Disclosures

• During the year under review, the Company has
neither accepted nor renewed any fixed deposits.

• During the year under review, there are no changes
in the nature of business.

• There are no material changes and commitments
affecting the financial position of the Company,
which has occurred between end of Financial Year
i.e. March 31,2025 and the date of Directors’ Report
i.e. May 14, 2025.

• No significant and material orders were passed by
the regulators or courts or tribunals impacting the
going concern status and the Company’s operation
in future.

30. Appreciation and Acknowledgements

The Board of Directors is pleased to place on record
its appreciation for the continued support received
from all stakeholders including government, regulatory
authorities and financing institutions. The Board is
thankful to the Members and employees for their
unstinted support and contribution.

For and on behalf of the Board of Directors

Samir Mehta

May 14, 2025 Chairperson

Ahmedabad DIN: 00061903