Adani Power Ltd Directors Report

2appointed w.e.f. April 1, 2024

Committees of Board

As required under the Act and the SEBI Listing Regulations, the Company has constituted various Statutory Committees. Additionally, the Board has formed other governance committees and sub-committees to review specific business operations and governance matters including any specific items that the Board may decide to delegate. As on March 31, 2024, the Board has constituted the following committees / sub-committees.

Statutory Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

Governance Committees:

• Corporate Responsibility Committee

• Information Technology & Data Security Committee

• Legal, Regulatory & Tax Committee

• Reputation Risk Committee

• Mergers and Acquisition Committee

• Commodity Price Risk Committee

Details of all the committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Number of meetings of the Board

The Board met 5 (Five) times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings

and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Independent Directors Meeting

The Independent Directors met on March 22, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

The Board carried out an annual performance evaluation of its own performance and that of its Committees and Individual Directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors, the Committees and the Board as a whole was carried out by the Independent Directors. The exercise of performance evaluation was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board & Committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

The results of the evaluation showed a high level of commitment and engagement of Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors meeting held on March 22, 2024 and also at the meetings of Nomination and Remuneration Committee and Board of Directors of the Company, both held on March 22, 2024 and May 1, 2024. The suggestions were considered by the Board to optimize the effectiveness and functioning of the Board and its Committees.

Board Familiarization and Training Programme

The Board is regularly updated on changes in statutory provisions, as applicable to the Company. The Board is also updated on the operations, key trends and risk universe applicable to the Companys business. These updates help the Directors in keeping abreast of key changes and their impact on the Company. An annual strategy

retreat is conducted by the Company where the Board provides its inputs on the business strategy and longterm sustainable growth for the Company. Additionally, the Directors also participate in various programmes / meetings where subject matter experts apprise the Directors on key global trends. The details of such programmes are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Policy on Directors appointment and remuneration

Pursuant to Section 178(3) of the Act, the Company has framed a policy on Directors appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of your Company at https://www.adanipower.com/investors/ corporate-governance.

The Remuneration Policy for selection of Directors and determining Directors independence sets out the guiding principles for the NRC for identifying the persons who are qualified to become the Directors. Your Companys Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that during the financial year 2023-24, the Company has not paid remuneration to any of its Directors.

Board Diversity

Your Company recognizes and embraces the importance of a diverse board in its success. The Board has adopted the Board Diversity Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is available on your Companys website and link for the same is given in Annexure-A of this report.

Succession Plan

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and based on the information and explanations received from the management of your Company, confirm that:

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

b. they have selected such accounting policies and applied them consistently and 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;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Internal Financial control system and their adequacy

The details in respect of internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Risk Management

Your Company has a structured Risk Management Framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management Committee (RMC) to frame, implement and monitor the risk management plan for the Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis. Further details on the Risk Management activities, including the implementation of risk management policy, key risks identified and their mitigations are covered in Management Discussion and Analysis section, which forms part of this Integrated Annual Report.

Board policies

The details of various policies approved and adopted by the Board as required under the Act and SEBI Listing Regulations are provided in Annexure - A to this report.

Corporate Social Responsibility (CSR)

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR policy is available on the website of your Company at https://www.adanipower. com/investors/corporate-governance. The Annual Report on CSR activities is annexed as Annexure - E.

Your Directors wish to state that the CSR Committee and the Board of your Company had approved a total budget ofRS57.67 crore towards its various CSR projects vis-avis the statutory CSR spent under the Act. The Company could spend an amount ofRS39.06 crore during the financial year 2023-24. The balance unspent amount ofRS14.98 crore (after adjustment of surplus ofRS3.63 crore pertaining to previous financial year) towards ongoing CSR projects has been transferred to the unspent CSR bank account on April 29, 2024.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in a section forming part of this Integrated Annual Report.

Corporate Governance Report

Your Company is committed to maintain highest standards of corporate governance practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations, forms part of this Integrated Annual Report along with the required certificate from a Practicing Company Secretary, regarding compliance of the conditions of corporate governance, as stipulated.

In compliance with corporate governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of your Company ("Code of Conduct"), who have affirmed the compliance thereto. The Code of Conduct is available on the website of your Company at https:// www.adanipower.com/-/media/Project/Power/Investors/ Corporate-Governance/Policies/02CodeofConduct.pdf

Business Responsibility & Sustainability Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR for the FY 24, describing the initiatives taken by your Company from an environment, social and governance (ESG) perspective, forms part of this Integrated Annual Report. In addition to BRSR, the Integrated Annual Report of your Company provides an insight on various ESG initiatives adopted by your Company.

Annual Return

Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be accessed using the https://www.adanipower.com/investors/ investor-downloads

Investor Education and Protection Fund (IEPF)

Your Company has not paid dividend in past. Hence, there is no requirement of transfer of unpaid dividend as per the requirements of the IEPF Rules.

In terms of the Section 125 and 124 of the Act read with Investor Education and Protection Fund Authority (Accounting, Auditing, Transfer and Refund) Rules, 2016 (IEPF Rules), the unclaimed fractional entitlements amount that remains unclaimed for a period of seven years or more is required to be transferred to the IEPF administered by the Central Government, along with the corresponding shares to the demat account of IEPF Authority.

During the year under review and after completion of seven years, the amount of unpaid or unclaimed fractional entitlements belonging to total 3,100 shareholders, amounting toRS54,225, in aggregate, lying unpaid or unclaimed till September 2023, were transferred to "Investor Education and Protection Fund" ("IEPF"), as established under the applicable provisions of the Act and your Company has also sent a statement containing the details of unpaid or unclaimed fractional entitlements in the prescribed form IEPF-1, in terms of the applicable rules framed under the Act, to the authority which administers the said fund and that authority has issued a receipt to your Company as an evidence of such transfer to IEPF.

Further, in accordance with the IEPF Rules, your Board has appointed Mr. Deepak S Pandya as Nodal Officer of your Company for the purposes of verification of claims of shareholders pertaining to shares transferred to IEPF and / or refund of dividend from IEPF Authority and for coordination with IEPF Authority. The details of the Nodal Officer are available on the website of your Company.

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at arms length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Companys Policy on Related Party Transactions.

The Audit Committee comprises solely of the Independent Directors of your Company. The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested.

During FY24, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

During the year, the materially significant related party transactions pursuant to the provisions of SEBI Listing Regulations had been duly approved by the shareholders of your Company in the Annual General Meeting held on July 19, 2023

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.

The Policy on Related Party Transactions is available on your Companys website and can be accessed using the link https://www.adanipower.com/investors/ corporate-governance

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

Insurance

Your Company has taken appropriate insurance for all assets against foreseeable perils.

Statutory Auditors & Auditors Report

M/s. SRBC & Co. LLP, Chartered Accountants (ICAI Firm Registration Number: 324982E/E300003) were appointed as the Statutory Auditors of your Company at the 26^th AGM held on July 27, 2022, for the second term of five years till the conclusion of 31^st Annual General Meeting (AGM) of your Company to be held in the year 2027. In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Notes to the financial statements referred in the Auditors Report are self-explanatory.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board re-appointed Mr. Chirag Shah & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for FY24. The Secretarial Audit Report for the year under review is provided as Annexure-B of this report.

Explanation to Statutory and Secretarial Auditors Comment:

The Statutory Auditors qualification has been appropriately dealt with in Note No. 67 and 73 of the Notes to the Standalone Audited Financial Statements and Consolidated Audited Financial Statements, respectively.

The observation of Secretarial Auditor is self-explanatory in nature and does not require any comments from the Board, as the Company has already complied with the regulation 17(1) of the SEBI Listing Regulations, 2015 effective from May 1, 2024.

Secretarial Audit of Material Unlisted Indian Subsidiary

As per the requirements of SEBI Listing Regulations, the Practicing Company Secretaries appointed by respective material subsidiaries of your Company undertook secretarial audit of these subsidiaries for FY24. Each secretarial audit report confirms that the relevant material subsidiary has complied with the provisions of the Act, rules, regulations and guidelines and that there were no deviations or non- compliances. The secretarial audit reports of each material subsidiary forms part of this Integrated Annual Report.

Cost Auditors

Your Company has appointed M/s Kiran J. Mehta & Co., Cost Accountants (Firm Reg. No. 000025) to conduct audit of cost records of your Company for the year ended March 31, 2025. The Cost Audit Report for the year 2022-23 was filed before the due date with the Ministry of Corporate Affairs. Your Company has maintained the cost accounts and records in accordance with Section 148 of the Act and Rules framed thereunder Secretarial Standards.

Secretarial Standards

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Companys officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

Particulars of Employees

Your Company had 3,315 (consolidated basis) employees as of March 31, 2024.

The information required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees remuneration are provided in Annexure-C of this report.

The statement containing particulars of employees, as required under Section 197 of the Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. However, in terms of Section 136 of the Act, the Integrated Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

Awards, Certifications and Accreditations

• Tiroda plant received multiple awards from CEE for: Sustainable performance in private sector; Operational excellence for the best energy efficient unit in the private sector >500MW category; and National energy efficient team of the year

• Four of APLs power stations (Kawai, Udupi, Mundra and Raipur) have won Performance Excellence Awards in the RBNQA award program, which evaluates companies for their excellence journey

• Tiroda plant was selected for the 1^st FICCI Award under the category of Efficient Maintenance Systems for Sustainable Industrial Growth by FICCI

• Kawai plant was honoured by the Government of Rajasthan for Best CSR activities in Baran District

• Mundra plant received the 2^nd CEE National Environment Excellence Award

• A team from the Tiroda plant was awarded with Par-excellence Category in 9^th National Conclave on

5S in June 2023. Four teams from the Tiroda plant achieved an award in the Excellent category

• Udupi plant received the Best Performer Award from the Minister of State for Ports, Shipping, Waterways, and Tourism for achieving the Best "Rake turnaround Time" at New Mangalore Port Authority (NMPA)

• Udupi plant received felicitation from Konkan Railways Corporation Ltd for its contribution to the increase in freight growth in FY 2022-23

• Two teams from the Raipur plant were awarded with Par-excellence Category Awards at the 9^th NCQC 2023 by the Ahmedabad Chapter in collaboration with QCFI, Hyderabad

• APL-Kawai has received 1^st Position under Large Scale Factory category in Rajasthan under "Factory Safety Award Scheme 2024"

Safety

• Adani Power Limited - Tiroda received Silver Trophy (Shreshtha Puraskar) in manufacturing sector, Group C in Hands of Special Chief secretary labour and director of industries Telangana from National Safety Council

• Adani Power Limited - Kawai received first prize in safety from Factories and Boilers Inspection department Rajasthan

• Adani Power Limited - Kawai received appreciation certificate from FICCI for excellence in the Safety System on November 02, 2023 at New Delhi

• Adani Power Limited - Tiroda & Raipur received 5 Star Rating for Occupational Health & Safety Audit from British Safety Council -UK during FY 2023-24

Creditable Achievements

• APL attains Emerging Industry Leader band based on CII Business Excellence Assessment under the Business Excellence Framework

• Adani Power successfully commissioned the Godda (2 X 800 MW) Ultra Super-Critical Thermal Power Plant (USCTPP). The groundbreaking project will supply 100% of its electricity output to Bangladesh

• APL Tiroda recognized with 2^nd Level Award "SHRESHTH SURKSHA PURASKAR" and silver trophy in National Safety Award 2023 in Group C of Power Generation category by National Safety council

• APL Raigarh has achieved highest ever national recognition as Best 5S Organization in India from QCFI (Quality Circle Forum of India)

• Udupi plant was awarded with SA 8000:2014 (Social Accountability) by M/s. Bureau Veritas, the first to receive it among the entire Adani portfolio of companies.

• Tiroda plant secured a patent for the "Real Time Critical Bypass Alarm Alert System" from the Patent Office on November 29, 2023.

• As a part of Multipronged decarbonization initiatives, APL has achieved a key technological milestone in simulating Mundra Plant boilers for combustion of green ammonia at IHIs Japan plant. As part of the project, the Mundra Plant, which is Indias largest private sector power plant, will co-fire up to 20% green ammonia in the boiler of a conventional coal fired 330MW Unit.

Prevention of Sexual Harassment at Workplace

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid down a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs), at all relevant locations across India to consider and resolve the complaints related to sexual harassment. The ICs includes external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. Company has zero tolerance on sexual harassment at the workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues, including while working remotely. The employees are required to undergo a mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has received one complaint pertaining to sexual harassment and the same was resolved.

All new employees go through a detailed personal orientation on anti-sexual harassment policy adopted by your Company.

Vigil Mechanism

Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177 of the Act and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The vigil mechanism of your Company provides for adequate safeguards against victimization of whistle blowers who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases.

No person has been denied access to the Chairman of the Audit Committee. The said policy is uploaded on the website of your Company at https://www.adanipower.com/-/media/Project/Power/ Investors/CorporateGovernance/Policies/APL_Whistle_ Blower_Policy_06_02_2019.pdf

During the year under review, your Company had received & resolved 3 (three) whistle blower complaints.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014, as amended is provided as Annexure-D of this report.

Cyber Security

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companys technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

Code for prevention of insider trading

Your Company has adopted a Code of Conduct ("Code") to regulate, monitor and report trading in Companys shares by Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website and link for the same is given in Annexure-A of this report.

The employees are required to undergo mandatory training/ certification on this Code to sensitize themselves and strengthen their awareness.

General Disclosures

Neither the Chairman nor the Managing Director of your Company received any remuneration or commission from any of the subsidiaries of your Company.

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of these nature during the year under review:

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

2. I ssue of Shares (Including Sweat Equity Shares) to employees of your Company under any scheme.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and your Companys operation in future.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by your Company

Date: May 01, 2024 Place: Ahmedabad

ai Report 2U23-24

(as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Act).

5. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

6. One time settlement of loan obtained from the Banks or Financial Institutions.

7. Revision of financial statements and Directors Report of your Company.

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

For and on behalf of the Board of Directors

Gautam S. Adani

Chairman (DIN: 00006273)