Tata Power Company Ltd Directors Report

To the Members,

The Directors are pleased to present to you the Fifth Integrated Report (prepared as per the framework set forth by the International Integrated Reporting Council and in accordance with Global Reporting Initiatives (GRI) Standards 2021) and One Hundred and Fifth Annual Report on the business and operations of your Company along with the Audited Financial Statements for the financial year ended March 31,2024.

1. Financial Results

(Rs crore)

	Standalone	Consolidated
	FY24	FY23	FY24	FY23
(a) Revenue from Operations*	20,297	18,848	61,542	56,033
(b) Less: Operating Expenditure	16,193	16,116	50,665	47,403
(c) Operating Profit	4,104	2,732	10,877	8,630
(d) Add: Other Income	1,852	4,085	1,824	1,438
(e) Earnings before Interest, Tax, Depreciation & Amortisation	5,956	6,817	12,701	10,068
(f) Less: Finance Costs	2,257	2,227	4,633	4,372
(g) Profit before Depreciation and Tax	3,699	4,590	8,068	5,696
(h) Less: Depreciation & Amortisation	1,188	1,167	3,787	3,439
(i) Profit before Share of Profit of Associates and Joint Ventures	2,511	3,423	4,281	2,257
(j) Add: Share of Profit of Associates and Joint Ventures	Nil	Nil	1,178	3,200
(k) Profit/ (Loss) before Exceptional Item	2,511	3,423	5,459	5,457
(l) (Less)/Add: Exceptional Item	Nil	688	273	Nil
(m) Profit/ (Loss) before Tax	2,511	4,111	5,732	5,457
(n) (Less)/Add: Tax Expenses or Credit	(281)	(843)	(1,452)	(1,647)
(o) Net Profit after Tax	2,230	3,268	4,280	3,810
(p) Net Profit attributable to -
- Owners of the Company	2,230	3,268	3,696	3,336
- Non-controlling interests	Nil	Nil	584	473
(q) Other Comprehensive income attributable to-
- Owners of the Company	489	111	513	836
- Non-controlling interests	Nil	Nil	(9)	5
(r) Total Comprehensive Income attributable to-
Attributable to -
- Owners of the Company	2,719	3,379	4,209	4,173
- Non-controlling interests	Nil	Nil	575	478

including rate regulatory income/ (expense)

2. Financial Performance and the State of the Companys Affairs

2.1 Consolidated

The Operating Revenue for FY24 stood at 61,542 crore on a consolidated basis, compared to 56,033 crore in FY23. This increase was primarily attributed to higher generation at the Mundra Plant due to operation under the direction of the Ministry of Power (MoP), higher sales across the distribution business, higher capacity addition and higher execution of Engineering, Procurement and Construction (EPC) projects in the Renewable business. Earnings before Interest, Tax, Depreciation, and Amortisation saw a growth of 26.2%, reaching 12,701 crore in FY24, up from 10,068

crore in FY23. This improvement was largely due to reduced under-recovery at the Mundra Plant, improved billing efficiency in Odisha Discoms, higher capacity addition and higher EPC execution in the Renewable business. Finance costs rose from 4,372 crore to 4,633 crore, mainly due to increased growth capex across all businesses and rise in interest rates. Profits from Joint Ventures (JVs) and Associates were lower, primarily due to reduced profits from Indonesian coal mines owing to lower coal prices, partially offset by profits earned by Tata Projects Limited in the current year as compared to a loss in the previous year.

The Consolidated Profit After Tax for FY24 was 4,280 crore, up from 3,810 crore in FY23, driven by improved performance across all businesses.

2.2 Standalone

The Operating Revenue on a standalone basis was 20,297 crore in FY24, compared to 18,848 crore in FY23, primarily due to higher generation from the Mundra plant. The Profit after Tax for FY24 was 2,230 crore as compared to 3,268 crore in FY23. This decrease is mainly attributed to lower dividend income and an exceptional gain recognized in the previous year from the sale of Renewable assets to Tata Power Renewable Energy Limited (TPREL).

Refer to Section 4 of the Management Discussion and Analysis (MD&A) report (Pages 203 - 206) for details.

No material changes or commitments have occurred after the close of the year under review up to the date of this Report that affect the financial position of the Company.

2.3 Annual Performance

Details of your Companys annual financial performance, as published on the Companys website and presented during the Analyst Meet after declaration of annual results, can be accessed at 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, your Company has progressed to publish Fifth Integrated Report highlighting the Companys efforts to empower all categories of customers and stakeholders with future- ready, smart energy solutions.

3. Leverage Ratios and Cash from Operations

Your Companys Net Debt / Equity on a consolidated level has improved from 1.03 in FY23 to 0.99 in FY24. However, Net Debt / Underlying EBITDA ratio has increased marginally to 2.75 in FY24 as compared to 2.66 in FY23, mainly due higher spend on growth capex of more than 13,000 crore for which the incremental EBITDA will be generated in the coming years. The improvement in the Net Debt/ Equity and higher cash generated from operation by 76% reinforces the Companys commitment to maintain comfortable debt position for sustainable growth. A brief discussion on the highlights of financial performance of your Company and financial and return ratios is presented in the Investors section of Integrated Report (Pages 72 - 79).

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 Report on Corporate Governance.

5. Management Discussion and Analysis

The Management Discussion and Analysis, as required in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is annexed to this Report (Pages 186 - 209).

6. Dividend

Based on the Companys performance, the Board recommended a dividend of 2 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 639.07 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 prescribed rates as per the Income-Tax Act, 1961.

The Record date for the purpose of the final dividend for the financial year ended March 31, 2024, is July 4, 2024.

The Dividend Distribution Policy, in terms of Regulation 43A of the Listing Regulations, can be accessed on the Companys website at https://www.tatapower.com/pdf/ aboutus/dividend-policy.pdf.

7. Current Business

Your Company operates across the entire value chain of power business viz. Generation, Transmission, Distribution, Power Trading, Power Services, Solar PV manufacturing and associated EPC, Consumer facing businesses such as solar rooftop, Electric Vehicle (EV) charging, home automation and microgrid. Further, your Company has investment in Coal Mines for backward integration for its thermal plant coal requirement. Your Company is proud to hold a leadership position in many of these segments and is recognised as one of Indias largest integrated power companies.

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

As on March 31,2024, your Company has an installed capacity of 14,707 MW out of which 5,847 MW is from "Clean and Green sources" (Hydro, waste heat recovery, wind and solar) constituting about 40% of total portfolio. During the year, your Company won transmission project bids by acquiring Bikaner III Neemrana II Transmission Limited and Jalpura Khurja Power Transmission Limited, totalling an investment of 2,300 crore, aimed at enhancing the evacuation of renewable energy in India. Additionally, your Company signed a Memorandum of Understanding (MoU) with the Government of Maharashtra to develop of 2,800 MW of

Pumped Hydro Storage Projects, further strengthening its commitment to sustainable energy solutions.

Moving away from conventional coal-based power plants with a commitment to reducing carbon footprints and dependency on fossil fuel-based resources like coal and gas, your Company has decided to focus on renewable generation and consumer-facing businesses like solar rooftop, EV charging, home automation, as well as expanding its distribution network to broaden its customer base.

Steered by a vision of empowering a billion lives through sustainable, affordable and innovative energy solutions, your Company through its subsidiary TPREL remains at the forefront of Indias green energy transition with vertically integrated offerings in Solar, Wind, Hybrid, Storage and EV Chargers, with a renewable capacity portfolio of

9.4 GW, including 4.9 GW projects in various stages of implementation, and a renewable PPA capacity of 8 GW, with 3.4 GW in the pipeline.

In the previous year, your Company signed an MoU with the Tamil Nadu Government to establish a greenfield 4 GW Solar Cell and 4 GW Solar Module manufacturing plant in the Tirunelveli District through its renewable subsidiary TP Solar Limited. In the current financial year, TP Solar has commissioned 4 GW Solar module line, with the 4 GW cell line to be commissioned in the next financial year. This state-of-the-art facility reinforces your Companys role as a frontrunner in renewable energy generation. Building upon its existing capabilities in Bengaluru, with 530 MW of cells and 682 MW of modules, this expansion is driven by the significant increase in demand for solar modules and supportive policy steps by the Government of India for creating Atmanirbhar Bharat.

In response to rising fuel costs and growing climate change awareness across the globe, your Company has taken several initiatives to promote EV solutions. As on March 31, 2024, your Company had engerised 86,000+ home chargers and 5,400+ public and semi-public charging points across India. Apart from this, your Company has also energised 858 bus charging points in Mumbai, Delhi and Ahmedabad. Your Company has entered into new collaborations with several Government and private bodies for EV charging solutions. These include IOCL, Everest, CAB-E, Zoom Car, Kolkata Airport Authority and also across prominent residential societies like Rustomjee Oriana, Rustomjee Elanza, Lodha The Park, Kalpataru Pinnacle, Lodha Primero and The Reserve by Runwal.

Tata Power Solar Systems Limited (TPSSL), a prominent integrated solar company in India and a wholly-owned subsidiary of TPREL, has been facilitating financing for solar projects over the past 4 years, positioning your Company as the nations foremost and most reliable partner in green energy, spearheading the mainstream adoption of solar energy across the country. The steady progress made over the years, will play a pivotal role in promoting widespread adoption of solar energy nationwide. TPSSL accomplished this milestone through collaborations with more than 20 active financing partners, including PSUs, private banks and NBFCs. Notable lending partners include State Bank of India, Small Industries Development Bank of India, Union Bank of India, HDFC Bank, Bank of Baroda, Tata Capital, Greenlance Energy, Ecofy, Credit Fair, and Paytm.

Further, TPSSL has commissioned 0.5 GW of Utility scale projects, executed over 1 GW of solar projects and has an order book of around 2.6 GW amounting to more than 13,000 crore as on March 31, 2024. In addition to this, TPSSL has commissioned 0.5 GW of Rooftop projects and has an order book of 0.6 GW amounting to 2,800 crore. Your Companys business portfolio has been discussed in detail in the Business cluster review section of Integrated Report (Pages 42 - 47).

Furthermore, your Company has launched smart energy solutions under the concept of "power of smart" through IOT based Home Automation solutions, smart energy management tools and various other home automation products encouraging customers to implement efficient and cost-effective home automation solutions.

Your Company also secured a substantial contract worth approximately 1,744 crore to lead an advanced smart metering initiative in partnership with Chhattisgarh State Power Distribution Company Limited, marking a new era of efficient energy management and distribution.

Detailed information about your Companys business portfolio can be found in the Business Strategies section of this Integrated Report (Pages 38 - 41).

8. Reserves

As per Standalone financials, the net movement in the reserves of the Company for FY24 and FY23 are as follows:

(Rs crore)

Particulars	As of March 31, 2024	As of March 31, 2023
Capital Redemption Reserve	5	5
Capital Reserve	66	66
Securities Premium	3,108	3,108
Shared Based Payment Reserve	8	Nil
Debenture Redemption Reserve	216	216
Retained Earnings	10,273	8,669
Equity Instruments through OCI	1,132	656
Statutory Reserve	660	660

The Board of Directors has decided to retain the entire amount of profits for FY24 in Profit and Loss account.

9. Subsidiaries/Joint Ventures/Associates

As on March 31, 2024, the Company had 91 subsidiaries (11 were wholly owned subsidiaries), 29 Joint Ventures (JVs) and 6 Associates. 3 companies which are subsidiaries as per the Companies Act, 2013 (the Act) have been classified as JVs under 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 your Companys holding structure:

a) The following companies have been incorporated as subsidiaries of the Company:

i) TP Power Plus Limited

ii) TP Alpha Limited

iii) TP Varun Limited

iv) TP Mercury Limited

v) TP Saturn Limited

vi) TP Agastaya Limited

vii) TP Samaksh Limited

viii) TP Surya Limited

ix) TP Aboli Limited

x) TP Magnolia Limited

xi) TP Gulmohar Limited

xii) TP Cypress Limited

xiii) TP Orchid Limited

xiv) TP Godavari Solar Limited

xv) TP Hrihaan Limited

xvi) TP Paarthav Limited

xvii) TP Vikas Limited

xviii) TP Aakash Limited

xix) TP Marigold Limited

xx) TP Parivart Limited

xxi) TP Adarsh Limited

b) The following company has been acquired as subsidiary of the Company:

TP Bikaner III Neemrana II Transmission Limited (erstwhile Bikaner III Neemrana II Transmission Limited, name changed on April 5, 2024)

c) The following company have been acquired as associate of the Company:

Piscis Networks Private Limited

d) The following companies has ceased to be subsidiaries of the Company:

i) Far Eastern Natural Resources LLC

ii) PT Sumber Energi Andalan TBK

iii) PT Andalan Group Power

iv) PT Sumber Power Nusantara

v) PT Indopower Energi Abadi

vi) PT Andalan Power Teknikatama

e) The following companies has ceased to be JVs of the Company:

i) PT Arutmin Indonesia

ii) PT Indocoal Kalsel Resources

iii) PT Mitratama Perkasa

iv) PT Mitratama Usaha

Your Company has initiated the consolidation and simplification of the holding structure for its Renewable company viz. TPREL. The Board of Directors of TPREL has approved the Schemes of the Arrangement for merger of TPSSL, Walwhan Renewable Energy Limited (including its 19 subsidiaries), TP Wind Power Limited and Chirasthaayee Saurya Limited with TPREL. The approval process is currently on going with the Honourable Mumbai bench of National Company Law Tribunal (NCLT).

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 559 - 564).

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/investor-relations/annual- reports-subsidiaries.aspx.

The policy for determining material subsidiaries of the Company can be accessed at https://www.tatapower.com/pdf/aboutus/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 Companys IFCs were adequate and effective during FY24.

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 Companys Articles of Association, Mr. N. Chandrasekaran (DIN: 00121863) retires by rotation and is eligible for re- appointment. The resolution seeking members approval for his re-appointment forms part of the Notice.

Based on the recommendation of the Nomination & Remuneration Committee (NRC) and Board of Directors, Members at the 104th AGM held on June 19, 2023 approved the re-appointment of Dr. Praveer Sinha (DIN: 01785164) as the CEO & Managing Director of the Company, for another term of 4 consecutive years i.e., with effect from May 1, 2023 upto April 30, 2027 (i.e. date of his superannuation from the services of the Company) and remuneration payable thereof.

In terms of the provisions of Section 149 of the Act and Regulations 17 and 25 of Listing Regulations, Mr. Ashok Sinha (DIN: 00070477) was appointed as an Independent Director of the Company by the Members at the 100th AGM of the Company, for a term of five years commencing from May 2, 2019 to May 1,2024. Accordingly, based on recommendation of NRC and the Board, Members by the way of a Postal Ballot on March 28, 2024, approved the re-appointment of Mr. Sinha for a second term as an Independent Director effective May 2, 2024 to February 14, 2027, (i.e. date when he attains 75 years of age).

Based on recommendation of NRC and in accordance with provisions of the Act and Listing Regulations, Mr. Tarun Bajaj (DIN: 02026219) was appointed as an Additional Director (Independent) of the Company by the Board of Directors on May 8, 2024, for a term of 5 years commencing from May 8, 2024 upto May 7, 2029, subject to the approval of Members. The resolution seeking members approval for his appointment forms part of the Notice.

Cessation of Directors

Mr. Banmali Agrawala (DIN: 00120029) and Mr. Hemant Bhargava (DIN: 01922717) [Nominee of Life Insurance Corporation of India (LIC) as an equity investor], Non- Executive, Non-Independent Directors, ceased to be Directors of the Company with effect from close of business hours on April 28, 2023 and August 23, 2023 respectively.

The Company places on record its sincere appreciation of the contribution during their tenure on the Board of the Company.

Independent Directors

I n terms of Section 149 of the Act, Ms. Anjali Bansal, Ms. Vibha Padalkar, Mr. Sanjay V. Bhandarkar, Mr. Ashok Sinha, Mr. Rajiv Mehrishi and Mr. Tarun Bajaj are the Independent Directors of the Company.

I n 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 impair or impact their ability to discharge their duties. Based upon the declarations received from the Independent Directors, 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 Independent Directors 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 Independent Directors 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 Independent Directors of the Company have included their names in the data bank of Independent Directors 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, following are the KMP of the Company as on March 31, 2024:

• Dr. Praveer Sinha, CEO & Managing Director

• Mr. Sanjeev Churiwala, Chief Financial Officer

• Mr. Vispi S. Patel, Company Secretary

Mr. Hanoz M. Mistry (FCS 3606), Company Secretary of the Company superannuated with effect from close of business hours on January 31, 2024. The Board places on record its appreciation for the valuable contribution provided by

Mr. Mistry to the Company. Mr. Vispi S. Patel (FCS 7021) has been appointed as the Company Secretary and designated as KMP of the Company effective February 1, 2024.

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 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 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 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. The evaluation process endorsed the Boards 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

I n 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 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 Code of Conduct for Independent Directors, which suitably incorporates the duties of Independent Directors as laid down in the Act. The same can be accessed at https://www.tatapower.com/ pdf/aboutus/Code-of-Conduct-NEDs.pdf.

All Senior Management personnel have affirmed compliance with the Tata Code of Conduct (TCoC). The CEO

6 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. Employee Stock Option Plan 2023

During the year under review, the Company had sought approval of the Members through Postal Ballot Notice dated August 9, 2023 for the adoption and implementation of The Tata Power Company Limited - Employee Stock Option Plan 2023 (hereinafter referred to as ESOP 2023/the Plan) and extension and grant of Employee Stock Option to the eligible employees of group company(ies) including subsidiary company(ies) and/or associate company(ies) of the Company, exclusively working in India or outside [other than employee who is a promoter or person belonging to the promoter group of the Company, Independent Directors and Director(s) holding directly or indirectly more than 10% of the outstanding equity shares of the Company] in one or more tranches, not exceeding 3,57,36,560 (Three crore fifty-seven lakh thirty-six thousand five hundred sixty). The Members, vide special resolution passed through Postal Ballot on September 25, 2023, approved the adoption and implementation of ESOP 2023. The plan seeks to drive long-term performance, retain key talent and to provide an opportunity for the employees to participate in the growth of the Company.

The initiative is being introduced to link the employees performance in the Company along with other initiatives which would contribute to improve the performance of the Company. The Company views the plan as a long-term incentive tool that would assist in aligning employees interest with that of the shareholders and enable the employees not only to become co-owners, but also to create wealth out of such ownership in future. The Plan has been formulated in accordance with the provisions of the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB&SE Regulations). The NRC administers the Plan and functions as the Compensation Committee for the purposes of SBEB&SE Regulations.

The eligible employees were granted ESOPs, as determined by the NRC, which will be vested as per the approved vesting schedule and are be exercisable into fully paid-up equity shares of 1/- each of the Company, on the terms and conditions as provided under the Plan, in accordance with the provisions of the applicable laws and regulations for the time being 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/investor- relations/esop.aspx and 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 64,82,940 (Sixty-four lakh eighty-two thousand nine hundred and forty) grants made by the Company to its eligible employees.

16. Conservation of Energy & Technology Absorption

Your Company is a pioneer in propagating energy conservation and operational efficiency with the objective to provide substantial benefit to customers in the form of reduce emissions, pollutants and deliver cost effective and environment friendly energy solutions.

In Mumbai License area, your Company launched a unique consumer initiative called Be Green under Demand Side Management (DSM) for our valued customers to purchase energy efficient appliances at discounted prices and doorstep delivery. More than 4,860 appliances were delivered in FY24. It is our endeavour to incorporate cutting- edge energy efficiency technologies in our programs which includes supporting customers to become RE100 compliant by offering 100% green energy, paperless processes, 100% EV vehicles for operation and maintenance crew, demand response program with help of future ready smart meter systems to voluntarily manage consumers loads.

These initiatives have been discussed in detail in the information on Conservation of Energy and Technology Absorption stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended, attached as Annexure - III to this Report.

17. Corporate Governance

Pursuant to Regulation 34 of the Listing Regulations, 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 the conduct 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, fraud or violation of the Companys 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 Companys 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. The development and implementation of risk management policy has been covered in the Integrated Report (Pages 28 - 31).

To fulfil the requirements of the Act, the internal audit team has integrated Internal Financial Controls into Risk Control Matrix (RCMs) of enterprise processes. IFC controls were tested as part of 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 Companys operations in future. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

21. Statutory Auditors and Statutory Auditors Report

At the 103rd 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 103rd AGM till the conclusion of the 108th 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 Auditors 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 for conducting cost audit for FY25. 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 FY25 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., Company Secretaries (Peer Review Number: 640/2019), were appointed as Secretarial Auditors of your Company to conduct a Secretarial Audit of records and documents of the Company for FY24.

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 in 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 have undertaken secretarial audits of subsidiaries for FY24. The Secretarial Audit Reports of such subsidiaries confirms 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 Reports of the unlisted material subsidiaries viz. Walwhan Renewable Energy Limited, Tata Power Solar Systems Limited, TP Western Odisha Distribution Limited and Tata Power Delhi Distribution Limited have been annexed to this Report.

However, Tata Power Renewable Energy Limited being Debt Listed material subsidiary, the Secretarial Audit Report 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.

Pursuant to Securities and Exchange Board of India (SEBI) Circular on Ease of doing business and development of corporate bond markets dated October 19, 2023, the Company did not meet the requirement of raising 25% incremental borrowings done during FY22, FY23 and FY24 by way of issuance of debt securities till March 31, 2024 and had a deficit of ?1,685 crore. The Company was able to raise competitively priced funds at favourable terms from alternate sources and did not have to access capital markets for the same.

26. Related Party Transactions

I n 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/pdf/aboutus/rpt-policy-framework-guidelines.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 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 Members approval. Accordingly, the Company sought and obtained necessary Members approval for the year under review. However, there were no material transactions with any related parties as per 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 FY24 and, hence does not form part of this report.

27. Sustainability

Your Company is committed to the Tata Group values and the nations vision for sustainable growth and energy security for all. In addition, strong focus is placed on staying abreast of international practices and societal imperatives, in alignment with the UNSDGs. 40% of your Companys generating capacity comes from clean 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 Groups vision of sustainability leadership in Project Aalingana. The ambition is to become Net Zero before 2045 by transitioning away from thermal operations subject to fulfillment of contractual obligations and useful lives, Water Neutral and Zero Waste to Landfill by 2030 and incorporate No Net Loss to Biodiversity by 2030 and decisive measures have been put into motion to steer this transformation journey. Your Companys efforts on this path have been validated and acknowledged by external ESG experts, with your Company consistently leading the Energy sector rankings, domestic and global. Your Company has made climate strategy commitments aligned to leading international guidance initiatives like Science Based Targets initiative (SBTi) and Task Force on Climate-related Financial Disclosures (TCFD). 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 entity with validated SBTi targets, in line with the well-below 2?C trajectory.

27.1 Care for our Community/Community Relations

Our business is dedicated to transforming millions of lives through sustainable practices, eco-friendly offerings, and holistic community development initiatives. We are proud to have reached some of the most remote areas of India through our Tata Power Community Development Trust (TPCDT), which serves as the foundation for our CSR efforts across geographies.

Your Company has always placed the community at the centre of our existence and has identified three focus areas to guide our efforts: Education, Employability & Employment, and Entrepreneurship. These 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). We also provide essential enablers to meet community development needs through our special initiatives such as Urja. The Companys rich culture of volunteering is taken forward by Arpan programme where employees have clocked over one lakh volunteering hours annually. We remain committed to empowering communities and driving positive change in society.

In FY24, Companys prized initiatives have made their way into the hearts and minds of people residing in 100 districts spanning across 18 states. This remarkable feat includes touching the lives of 42.17 lakh dwelling in 13 aspirational districts as designated by NITI Aayog, Govt. of India, as well as uplifting the spirits of marginalized communities through our steadfast commitment towards the Tata Affirmative Action program.

Your Company takes great pride in joining hands with more than 200 esteemed public institutions, including but not limited to the Integrated Child Development Scheme (ICDS), various government hospitals and schools, as well as gram panchayats and forest divisions. 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, can be summarized as 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 regional Urja Melas followed by the National Urja Mela in Delhi.

Adhikaar empowers communities and institutions by fostering financial inclusion and bridging the gap to access government social security and welfare schemes. Adhikaar has already expanded to 80 districts across 13 states in India covering 5 la kh s+ beneficiaries: developing 900+ Adhikaarpreneurs and unlocking value worth 400 crore through government schemes.

PayAutention, a beacon of hope for those seeking support and guidance on autism spectrum disorder in India. Through this initiative, we have trained 691 public workers and 280 expert organizations to identify and provide crucial support for those with Autism. Our outreach efforts have also touched the hearts and minds of over 5,000 community members and has reached 17 states across India. Over 50 national and regional organisations have become part of the National Autism support network in India with PayAutention. Following are progress in the year 2023-24:

• MoU signed with National Institute for the Empowerment of Persons with Intellectual Disabilities (NIEPID) for Neurodiversity care platform with key features for video consultations, assessments, home care resources, assessment tool, network directory and web-based workshops.

• MoU signed with TPDCT & Tata Elxsi for development and deployment of neurodiversity care platform

• 45 children with Intellectual disability are identified among Tata associates ecosystem and supported through helpline and regional activations.

• Multisensory & Lego therapy workshops at Purple Fest, Goa and Delhi including Abylympics skills competitionss with jury from Tata Power

• Autism Research Centres Solarization & Synergies with Tata AutoComp Systems Limited (TACO)

Roshni has illuminated the path to success for thousands of young minds across the nation. With 56 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, an impressive 2.71 lakhs individuals have benefited from this enlightening program. Major improvements for the year include the addition of courses such as the EV Technician Program, TCS Youth Employability Program, along with Tribal Youth Placement in Odisha.

Abha initiative empowers women to earn while they learn. This initiative has brightened the lives of women in Delhi, Odisha, and Mumbai. Collaborating with over 500 self- help groups (SHGs) in Odisha, 200 groups in Delhi, and an additional 200 in Mumbai, Abha is making strides towards a brighter and more equitable future.

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 29,000 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 initiative 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 benefiting 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 Companys 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. During the year, 18,000 employees volunteered for the initiative and clocked over 1 lakh volunteering hours. The Company earned four awards at the TSG Volcon in February, 2024 for this initiative.

The CSR policy of the Company has been provided on the Companys website at https://www.tatapower.com/pdf/ aboutus/csr-policy.pdf

The Companys standalone CSR spend for FY24 was 9.01 crore against Nil CSR obligation (calculated as per Section 135 of the Act). On a consolidated basis, the Companys Group entities expenditure on CSR activities stood at 58.00 crore against the CSR obligation of 47.76 crore (calculated as per Section 135 of the Act) in FY24. 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 Communities section of Integrated Report (Pages 112 - 119) as well as in the Business Responsibility and Sustainability Report (BRSR). CSR activities (standalone) is provided in Annexure - V to this Report.

27.2 Affirmative Action

Your Company is committed to fostering social inclusivity and promoting Affirmative Action. With a steadfast focus on uplifting marginalized communities, we have embarked on a journey that aligns with the Tata philosophy. Through our flagship programs, we aim to make a positive impact on the lives of those who need it the most. Our targeted outreach efforts extend to families from Scheduled Castes, Scheduled Tribes, other backward classes, migrant families, sanitation workers, and individuals with disabilities, among other disadvantaged groups. We believe in creating a level playing field for all, and this is reflected in our vendor enlistment and ordering process.

Our Corporate Contracts department, in collaboration with Procurement Heads at the division and site levels, ensures that SC/ST vendors are provided with equal opportunities to participate in business ventures. We actively promote entrepreneurship and offer a 5% price preference over the L1 bidder, thereby ensuring a fair chance for these vendors

to compete. Furthermore, we incentivize the engagement of 50% of the workforce from the SC/ST community by offering 1% of the contract value. Recognizing entrepreneurship as a vital driver of growth, we remain steadfast in our commitment to supporting enterprise development within the communities where we operate. Our dedication to social inclusivity forms an integral part of our business ethos, and we will persist in our efforts to create a level playing field for all.

Anokha Dhaaga initiative was recognized at the Tata Affirmative Action Programme Convention 2024 for its outstanding flagship program supporting the livelihoods of marginalized women and promoting entrepreneurship.

27.3 Sustainability Reporting

Your Company has voluntarily adopted the International Integrated Reporting Council (IIRC)-IR Framework to prepare its fifth Integrated Report in FY24. Your Company has this year again prepared BRSR with disclosures on both Essential and Leadership Indicators. The content of the report is in accordance with the Global Reporting Initiative (GRI) 2021 standards and aligns to the National Voluntary Guidelines (NVG) on Social, Environmental and Economic responsibilities of the business as well as the United Nations SDGs. The Integrated Report communicates your Companys 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 giving more power to you.

1. Environment

Your Company continues to strive for efficiency in operations and maintenance through adoption of best practices optimizing its efficiency parameters like heat rate and auxiliary power consumption resulting in lower resource consumption and optimal carbon emissions.

Your Company has sustained previous years ratings of "B" in respect of GHG and Water. Your company is amongst 37% of companies that reached Management level in GHG and 49% of companies that reached Management level in Energy utility Globally.

Your Company has undergone validation for SBTi and granted approval for targets. This milestone establishes Tata Power as the sole Indian Integrated Power entity with validated SBTi targets, aligning us with the well-below 2?C trajectory.

Our ambitious target includes our commitment to:

• Reduce scope 1 GHG emissions by 70.5% per MWh by FY37 from a FY22 baseline.

• Achieve a 70.5% reduction in scope 1 and 3 GHG emissions from the generation of all sold electricity within the same timeframe GHG emissions Intensity.

• Decrease absolute scope 2 GHG emissions by 12.5% by FY27 compared to FY22.

• Annual sourcing of 100% renewable electricity from FY30 for distribution business.

This recognition marks a significant milestone in our journey towards sustainability and underscores our unwavering commitment to combat climate change effectively.

Continuing its path to be a pioneer for environmental stewardship in power industry, your Company aims to achieve water neutrality by 2030 by focussing on efficient use of water and have collaborated with Institutes like CII- Triveni and DRIIV (IIT Delhi).

Further, your Company has adopted Prudent recycling and waste disposal measures in line with applicable regulations.

Your Company also has been strategically focussing on scaling up renewables business, venturing into new energy efficient green business initiatives like Microgrids, EV charging, Home Automations, Solar Rooftop as well as exploring new opportunities in distribution businesses. All these initiatives reinforce your Companys commitment towards sustainable Green" growth and encouraging the customer to avail energy efficient, future-ready and smart energy solutions.

A brief outline of your Companys efforts towards protection of environment and biodiversity is given in the Environment section of Integrated Report (Page 120 - 137).

2. Health and Safety

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

Your Company employs a pro-active and pre-emptive approach to occupational health and safety and is committed to actively drive the agenda through the length and breadth of the organisation.

Consequently, 100% of your employees and contractual workforce are trained on various aspects of Occupational Health and Safety management system. Your Company maintains and continually improve management systems to eliminate hazards, reduce health & safety risks to all our stakeholders. Close monitoring of safety performance has also helped your Company to track desired goal of "No harm No Injuries".

Suraksha mobile application (SAP based) is one such monitoring intervention that enables employees to conveniently report safety observations through Surakha Samwad program. Furthermore, your Company has already started venturing towards application of advanced technologies like digitization, e-enablement of safety processes, usage of drones, robot, remote monitoring, mechanisation, atomization, artificial intelligence, video analytics, virtual reality, safe systems for high-risk activities, etc. to eliminate and minimize the risks associated with various activities for betterment of safety performance.

Following initiatives are also undertaken to strengthen the safety.

• Digitalised Stakeholder application

• Revision in Safety R&R Guidelines

• Felt Leadership Programs are organized across business clusters. Leaders safety walk at site

• Identifications of critical risk

• Theme based safety Drives conducted to reduce critical risk and SIF precursors.

Further Deployment/ enhancement of advanced technologies, skill set, and behavioural interventions are planned for further enhancement of safety performance and uplift the safety standards.

A detailed description of Health and Safety initiatives taken by your Company is outlined in Employees section of Integrated Report (Pages 92 - 107).

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 has pledged to continue being a bias free and inclusive organization. Towards this commitment, as a first among Indian power utilities the first Divyang managed Customer Relation Centre in Mumbai to serve all consumers with delight. The centre aims in giving a dignified livelihood by encouraging Persons with Disabilities to fearlessly aspire and achieve their dreams. With UJALA, Bills in Braille, the visually impaired are also empowered to understand their power supply bills and pay bills 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. The Abha Sakhi Sehat Camp initiative by Tata Power empowers over 100 women as Sehat Mitras in Mumbai, focusing on maternal health and conducting educational sessions on menstrual hygiene within the community. 4 Nos of all-Women Customer Relations Centre in Mumbai, managed entirely by a team of well-trained women, and providing excellent customer services and ensures customer delight.

Your Company has achieved an annualized sale of 340+ MUs in Green Power in FY24. With the power to choose 100% Green Power for entire 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 were adopted to encourage consumers to adopt a digital lifestyle. More than 53% of our Mumbai Distribution consumers are now E-Bill consumers and have supported in paperless billing. In addition, your Company achieved benchmark of 88% in digital payment from its customers. Further, adoption of digital billing and payment will save an estimated 50 lakh sheets of paper yearly.

A detailed description of your customer relation measures is given in Customers section of Integrated Report (Pages 80 - 91).

4. Human Resource Management

Your Company firmly believes in leveraging its human capital to not only enable the green energy transition but also drive sustainability and innovation agenda to drive customer centric solutions while ensuring consistent growth in shareholder value. The Human Resources (HR) strategy is attracted and retain talent to service its ever-expanding growth requirements and develop leaders through an internal talent pipeline. Its talent philosophy is to offer an environment where its talent has access to work on sustainability agenda in diverse teams and with access to ample opportunities and related professional and career growth. HR team caters to immediate business requirements of workforce cost management through productivity enhancement, talent fulfilment for growth areas, capability building in emerging areas, preparedness for future business acquisitions and engaging frontline workforce and those with in-demand skills.

Talent build-up is largely through campus hiring and hiring of experienced talent is restricted to niche roles. This is in line with its "Build and Grow from Within" philosophy and the Tata Power Cadre Development Program (TPCDP) identifies bright early-career talent from campuses, grooms them through intensive training, innovation projects, batch networking & peer learning and mentoring. There is continued focus on its talent delivering high levels of performance, coupled with elevating employee engagement and experience. Future CXOs are identified and developed through Talent NXT programme. The 3-tier leadership development framework is aimed to build leadership at all levels while the future skills academies build future organisational capabilities, Daksha programme future proofs careers through reskilling and re-deployment. Your Company provides a nurturing Learning & Growth environment for its people through job rotation and career progression opportunities. It ensures business continuity and individual growth through its robust succession planning process that is a best practice in Tata Group.

The A Fuller Life holistic health and wellbeing program focuses on physical, mental, psychological, financial and career wellbeing of its talent. Your Company is also working towards enabling the inclusion of a more diverse workforce with focus on Gender Diversity, Generational Diversity and Persons with Disability (PwD). In line with its commitment to upholding Human Rights for all its stakeholders in its direct and indirect ecosystems, it had undertaken a Human Rights Dipstick Assessment in FY24 through an external assessor, as a precursor to SA8000 certification that encourages organizations to adopt socially acceptable practices on 8 key areas like child labour, health and safety, discrimination, etc and compensation). People policies are periodically revised and strengthened in order to address the current and future needs of the workforce in response to business needs.

A detailed description is given in the Employees section of the Integrated Report (Pages 92 - 107).

27.4 Business Responsibility & Sustainability Report (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Companys performance on Environment, Social and Governance parameters for FY24 in the prescribed format, is part of this Integrated Report. Cross-reference is provided in relevant sections of the 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 for FY24, the Annual Return is available on the website of the Company at https://www.tatapower.com/pdf/investor- relations/Annual-Return-MGT-23-24.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.

Statement containing the particulars of top ten employees and the employees drawing remuneration in excess of 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. 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 31,2024.

31. Foreign Exchange - Earnings and Outgo

(Rs crore)

Particulars - Standalone	FY24	FY23
Foreign Exchange Earnings	1,318	3,386
Foreign Exchange Outflow mainly on account of:
• Fuel purchase	6,963	7,528
• Interest on foreign currency borrowings, NRI dividends	124	121
• Purchase of capital equipment, components and spares and other miscellaneous expenses	66	49

32. 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 8, 2024	(DIN:00121863)