Dear Shareholders,

Your Directors are pleased to present the 30th Annual Report along with the Audited Financial Statements of your

Company for the financial year ended March 31, 2026 ("FY 2025-26/ FY26").

Financial Performance

The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

(Rs. in crore)

(Figures below Rs. 50,000 are denominated with *)

Note:

1. There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report.

2. There has been no change in nature of business of your Company.

Consolidated:

The key aspects of your Company's consolidated Performance during the FY 2025-26 are as follows:

a) Revenue

Your Company sold 99.15 billion units of electricity during FY 2025-26 as against 95.88 billion units in FY 2024-25 from all the plants with Plant Load Factor (PLF) at 67% for FY 2025-26 as compared to 71% in in FY 2024-25. Capacity under operation increased from 17,550 MW in FY 2024-25 to 18,150 MW in FY 2025-26 following the acquisition of 600 MW of thermal plant of Vidarbha Industries Power Limited ("VIPL").

The consolidated total income of your Company for FY 2025-26 stood at Rs. 57,865.28 crore as against

58,905.83 crore for FY 2024-25. The consolidated revenue for FY 2025-26 comprised revenue from operations of Rs. 54,240.52 crore and other income of

3,624.76 crore as compared to Rs. 56,203.09 crore and Rs. 2,702.74 crore respectively for FY 2024-25. Revenue from operations for FY 2025-26 was lower by 3.49% over the previous year primarily on account of lower merchant rates, lower tariff realisation and lower volumes partly offset by capacity expansion. Other income for FY 2025-26 registered an increase of 34.11% over the previous year primarily on account of higher one-time income during the year mainly carrying costs on regulatory claims, late payment surcharge and refund from government authorities.

b) Operating and Administrative Expenses

Consolidated Operating and Administrative Expenses during FY 2025-26 were Rs. 34,434.41 crore as compared to Rs. 34,897.65 crore in FY 2024-25. The percentage of Operating and Administrative Expenses to Total Income has marginally increased to 59.51% in FY 2025-26 from 59.24% in FY 2024-25.

c) Depreciation and Amortization Expenses

Consolidated Depreciation and Amortization Expenses during FY 2025-26 were Rs. 4,564.53 crore, which has increased by 5.93% from Rs. 4,308.88 crore in FY 2024-25 mainly on account of acquisitions.

d) Finance Costs

Consolidated Finance Costs during FY 2025-26 were Rs. 3,366.83 crore as compared to Rs. 3,339.79 crore in FY 2024- 25.

e) Tax

Consolidated Tax Expense of Rs. 2,528.43 crore during FY 2025-26 as compared to Tax credit of Rs. 3,609.90 crore during FY 2024-25.

f) Total Comprehensive Income for the year

Consolidated Total Comprehensive Income for FY 2025-26 was higher by 1.91 % at Rs. 12,990.75 crore as compared to Rs. 12,746.92 crore in FY 2024-25. For detailed insights into our operational performance, please refer to the operational performance section within this Integrated Report on page ___.

Financial Performance of Mahan Energen Limited (MEL):

Total Income for FY 2025-26 was Rs. 3,614.16 crore, compared to Rs. 4,219.97 crore in FY 2024-25, on account of lower realisation of merchant tariffs as compared to the corresponding period of FY 2024-25.

EBITDA for the year stood at Rs. 1,599.34 crore, compared to Rs. 1,893.43 crore in the previous year on account of lower merchant realisation and lower other income. Depreciation for FY 2025-26 was Rs. 276.31 crore, as against

270.25 crore in FY 2024-25. Finance Costs decreased to Rs. 339.78 crore from Rs. 440.70 crore in FY 2024-25.

Profit Before Tax decreased to Rs. 983.25 crore in

FY 2025-26, as against Rs. 1,182.48 crore in the previous year. Profit After Tax for FY 2025-26 was Rs. 784.47 crore, compared to Rs. 374.19 crore in FY 2024-25. Total Comprehensive Income for the year was Rs. 785.78 crore as compared to Rs. 373.35 crore in the previous year.

Financial Performance of Moxie Power Generation Limited (MPGL):

MPGL contributed Rs. 2,985.22 crore for FY 2025-26 as compared to Rs. 1,580.94 crore for FY 2024-25 towards Consolidated total income and Rs. 425.85 crore for FY 2025-26 as compared to (127.17) crore for FY 2024-25 towards EBITDA. MPGL's share of depreciation and finance cost was Rs. 301.79 Crore and Rs. 271.07 crore, respectively in FY 2025-26 as compared to Rs. 211.70 crore and Rs. 148.65 crore, respectively for FY 2024-25. MPGL's PBT was

(147.01) crore for FY 2025-26 as compared to

(487.52) crore for FY 2024-25. Profit After Tax for

FY 2025-26 was Rs. 268.21 crore, compared to Rs. (370.91) crore for FY 2024-25. Total Comprehensive Income for FY 2025-26 was Rs. 268.52 crore, compared to Rs. (371.29) crore for FY 2024-25.

Financial Performance of Korba Power Limited (KPL):

KPL contributed Rs. 1,551.67 crore for FY 2025-26 as compared to Rs. 742.49 crore for FY 2024-25 towards Consolidated total income and Rs. 601.50 crore for FY 2025-26 as compared to Rs. 187.03 crore for FY 2024-25 towards EBITDA. KPL's share of depreciation and finance cost was 64.96 crore and Rs. 131.75 crore, respectively in FY 2025-26, as compared to Rs. 11.24 crore and Rs. 94.48 crore, respectively for FY 2024-25. KPL's PBT was Rs. 404.79 crore for FY 2025-26 as compared to

81.31 crore for FY 2024-25. Profit After Tax for

FY 2025-26 was Rs. 353.50 crore, compared to Rs. 63.96 crore for FY 2024-25. Total Comprehensive Income for FY 2025-26 was Rs. 357.65 crore, compared to Rs. 60.71 crore for FY 2024-25.

Financial Performance of Vidarbha Industries Power Limited (VIPL)

VIPL contributed Rs. 1,242.73 crore towards Consolidated total income and Rs. 470.21 crore towards EBITDA for

FY 2025-26. VIPL's share of depreciation and finance cost for FY 2025-26 was Rs. 43.74 crore and Rs. 283.22 crore, respectively. VIPL contributed Rs. 143.25 crore towards

PBT for FY 2025-26. Profit After Tax for FY 2025-26 was Rs. 552.26 crore. Total Comprehensive Income for FY 2025-26 was Rs. 552.44 crore.

Credit Rating

All the four domestic credit rating agencies i.e. CRISIL Ratings, India Ratings, CARE Ratings and

ICRA Ratings have reaffirmed the ratings assigned to long-term and short-term bank loan facilities of your company at AA/Stable and A1+ respectively and also reaffirmed the ratings assigned to Non-Convertible

Debentures at AA/Stable.

CARE Ratings has placed ratings assigned to long-term bank loan facilities of Korba Power Limited on Rating Watch with Positive Implications with AA- rating.

India Ratings has reaffirmed the ratings assigned to long-term and short-term bank loan facilities of Mahan Energen Limited to AA-/Stable and A1+ respectively.

Dividend:

The Board of Directors of your Company ("Board"), after considering the relevant circumstances holistically and keeping in view your Company's Dividend Distribution Policy, has decided that it would be prudent not to recommend any dividend for the year under review.

During the year, a dividend aggregating to Rs. 4,15,862.07 was paid to the preference shareholders holding 4,15,86,207 0.01% compulsorily redeemable preference shares of Rs. 100 each fully paid-up

Dividend Distribution Policy:

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations, is available on your Company's website and link for the same is given in Annexure-A of this report.

Unclaimed Dividends

The Company has not declared dividend since its incorporation and hence, there are no outstanding and unclaimed dividends.

Transfer to Reserves:

As permitted under the Act, the Board do not propose to transfer any amount to General Reserves. The closing balance of the retained earnings of your Company for FY 2025-26, after all appropriations and adjustments, was Rs. 38,381.47 crore.

Share Capital

During the year under review, the shareholders of the Company approved the sub-division/split of the existing equity shares of the Company, pursuant to which 1 (one) equity share having face value of Rs. 10/- (Rupees Ten only) each fully paid-up, was sub-divided/split into 5 (five) equity shares having face value of Rs. 2/- (Rupees Two only) each fully paid-up. Consequently, the authorised share capital of your Company as on March 31, 2026 stood at Rs. 24800,00,00,000 divided into 12400,00,00,000 equity shares of face value of Rs. 2 each.

Non-Convertible Debentures ("NCDs")

During the year, your Company allotted 7,50,000 secured, listed, rated, taxable, non-cumulative, redeemable, non-convertible debentures ("Debentures") each bearing a face value of INR 1,00,000 aggregating to Rs. 7,500 crore to various Qualified Institutional Buyers (Mutual

Funds, Private Banks, Insurance Companies, and others), on a private placement basis.

The said Debentures are listed and traded on the wholesale debt market segment of BSE Limited.

Public Deposits

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act, read with rules made thereunder at the end of FY 2025-26 or the previous financial years. Your Company did not accept any deposit during the year under review.

Particularsofloans,guaranteesorinvestments

The provisions of Section 186 of the Act, with respect to loan, guarantee, investment or security, are not applicable to your Company, as your Company is engaged in providing infrastructural facilities which are exempted under Section 186 of the Act. The particulars of loans, guarantees and investments made during the year under review are given in the notes forming part of the financial statements.

Strategic Acquisitions/Divestments during the year

Your Company acquired Vidarbha Industries Power Limited ("VIPL"), a company undergoing Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, following the approval of its Resolution Plan by the Hon'ble National Company Law Tribunal ("NCLT"), Mumbai Bench. VIPL owns and operates a 2x300 MW (600 MW) thermal power plant located in MIDC Industrial Area, Butibori, Nagpur, Maharashtra. The cost of acquisition was Rs. 4,000 crore which was paid in the form of upfront cash payment to the lenders of VIPL. The acquisition of VIPL advances your Company's position as India's leading private sector power producer.

Expansion (Brownfield and Greenfield Projects):

Your Company is undertaking a major expansion of the thermal power generation capacity of itself and its subsidiaries by developing projects with a combined capacity of 23,720 MW. This capacity expansion, which is planned to be completed by FY 2031-32, will take your Company's combined power generation capacity to 41,870 MW.

As a part of this expansion program, your Company is developing 13 projects utilizing the latest available technology, comprising 28 Units of 800 MW capacity employing Ultra-supercritical technology and two Units of 660 MW capacity employing Supercritical technology. Of this, projects comprising 14,120 MW capacity are coming up at brownfield sites, while the balance 9,600 MW projects are coming up at greenfield sites.

Your Company possesses 100% of the land required for setting up these projects. Your Company has also given advance orders to key equipment suppliers for the supply of the Ultra-supercritical Boilers, Turbines, and Generators (BTG) for entire expansion program. Further, your Company has also tied up 11,720 MW of the upcoming capacity under long-term Power Supply Agreements ("PSAs") with various State DISCOMs. As of March 31, 2026, your Company has four projects under execution, comprising of 2x800 MW (1,600 MW)

Mahan Phase-II Ultra-supercritical Thermal Power Project ("USCTPP") of MEL, 2x800 MW (1,600 MW) Phase-II expansion projects each at the Raipur and Raigarh plant, and the 2x660 MW (320 MW) Supercritical power project of KPL. All these projects are progressing in line with the execution schedule.

Subsidiaries, Joint Venture and Associate Companies

A list of subsidiaries / joint venture / associates of your Company is provided as part of the notes to the consolidated financial statements.

During the year under review, 3 (three) entities were formed/ acquired by subsidiaries / joint ventures of your Company: Vidarbha Industries Power Limited (acquired, as a wholly owned subsidiary) Wangchhu Hydroelectric Power Limited (incorporated in Bhutan as joint venture) Adani Atomic Energy Limited (incorporated in India, as a wholly-owned subsidiary) During the year under review, following entity ceased to be subsidiary of your Company due to amalgamation with your Company: AdaniPower(Jharkhand)Limited(w.e.f.April4,2025) Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements of the

Company and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Integrated Annual Report.

The annual financial statements and related detailed information about the subsidiary companies shall be made available to the shareholders of the holding and subsidiary companies seeking such information on all working days during business hours. The financial statements of the subsidiary companies shall also be kept for inspection by any shareholders during working hours at your Company's registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Act, the audited financial statements, including consolidated financial statements and related information of your Company and audited accounts of each of its subsidiaries, are available on website of your Company www.adanipower.com.

Material Subsidiaries

Based on the Financial Statements as on March 31, 2026, your Company does not have any material subsidiary. Your Company has formulated a policy for determining material subsidiaries. The policy is available on your Company's website and link for the same is given in Annexure-A of this report.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Directors and Key Managerial Personnel

As on March 31, 2026, your Company's Board has

8 (Eight) members comprising of 2 (two) Executive Directors, 2 (two) Non-Executive and Non-Independent Directors and 4 (four) Independent Directors including one Woman Director. The details of Board and Committee composition, tenure of Directors, and other details are available in the Corporate Governance Report, which forms part of this Integrated Annual Report.

In terms of the requirement of the SEBI Listing

Regulations, the Board has identifiedcore skills, expertise, and competencies of the Directors in the context of the Company's business for effective functioning. The key skills, expertise and core competencies of the Board are detailed in the Corporate Governance Report, which forms part of this Integrated Annual Report.

Appointment/Cessation/Change in Designation of Directors:

During the year under review, the following changes took place in the Directorships:

Mr. Manmohan Srivastava (DIN:02190050), was appointed as an Additional Director (Non Executive and Independent) on the Board of your Company with effect from May31,2025,forafirstterm of three years. His appointment was approved by the shareholders vide a Special Resolution passed through General Meeting on June 25, 2025.

Mr. S.B. Khyalia (DIN: 02470485) was appointed as Additional Director (Executive, designated as

Whole Time Director and Chief Executive Officer) on the Board of your Company with effect from May 31, 2025. His appointment was approved by the shareholders vide a Special Resolution passed through General Meeting on June 25, 2025.

Mr. Shailesh Haribhakti (DIN: 00007347), was appointed as as an Additional Director (Non Executive and Independent) on the Board of your Company with effect from November 4, 2025. His appointment was approved by the shareholders vide a Special Resolution passed through General Meeting on June 25, 2025.

Mr. Narendra Nath Misra (DIN: 00575501) was appointed an Additional Director (Non Executive and Independent) on the Board of your Compan with effect from December 4, 2025. His appointment was approved by the shareholders vide a Special Resolution passed through Postal Ballot on December 28, 2025.

During the period from November 11, 2025, to December 3, 2025, the number of Independent Directors on the Company's Board fell below one-half of its total strength. In line with the Company's objective of maintaining a Board with diverse expertise, particularly in technical and operational domains to provide value-added guidance, compliance was restored through the appointment of Mr. Narendra Nath Misra as an Independent Director effective December 4, 2025. Until December 3, 2025, Mr. Misra was engaged at the maximum permissible limit of directorships across various companies, which precluded his earlier induction.

Cessation:

Mr. Sushil Kumar Roognta (DIN: 00309302) and Mrs. Chandra Iyengar (DIN: 02821294) ceased to be Independent Directors of your Company w.e.f. November 10, 2025, on completion of their tenure. The Board places on record the deep appreciation for valuable services and guidance provided by them during their tenure of directorship.

Re-appointment of Director(s) retiring by rotation:

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of your Company, Mr. Gautam S. Adani (DIN: 00006273) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. The Board, on the recommendation of Nomination and Remuneration Committee (NRC) of the Company, recommends the re-appointment of Gautam S. Adani as a Director for your approval. Brief details, as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of ensuing AGM.

Declaration from Independent Directors:

Your Company has received declarations from all the

Independent Directors of your Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as an Independent Director. The Independent Directors have also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and

Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel (KMPs):

As on the date of this report, following are the KMPs of your Company as per Sections 2(51) and 203 of the Act: Mr. Anil Sardana, Managing Director Mr. S. B. Khyalia, Whole-time Director and Chief

Executive Officer

Mr. Dilip Kumar Jha, Chief Financial Officer

Mr. Puneet Bansal, Company Secretary*

*Mr. Deepak S Pandya superannuated with effect from the close of the business hours on March 31, 2026. Mr. Puneet Bansal was appointed as Company Secretary w.e.f. April 1, 2026.

Committees of Board

As required under the Act and the SEBI Listing Regulations, your 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, 2026, the Board has the following statutory and governance committees.

Audit Committee

Nomination and Remuneration Committee Stakeholders Relationship Committee Risk Management Committee Corporate Social Responsibility Committee

Corporate Responsibility Committee

Information Technology & Data Security Committee Legal, Regulatory & Tax Risk Committee Reputation Risk Committee Mergers & Acquisitions Risk 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 7 (seven) 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.

Board Evaluation

The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Board functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, contribution at the meetings and otherwise, independent judgment, governance issues, etc. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The results of the evaluation confirmed high level of commitment and engagement of the Board, its various committees and senior leadership. The recommendations arising from the evaluation process were discussed at the Independent Directors' meeting held on March 17, 2026, and also at the NRC meeting and Board meeting held on March 17, 2026. The suggestions were considered by the Board to optimize the effectiveness and functioning of the Board and its committees.

Independent Directors' Meeting

The Independent Directors met on March 17, 2026, 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 Familiarization and Training Programme

The Board is regularly updated on changes in statutory provisions, as applicable to your Company. The Board is also updated on the operations, key trends and risks universe applicable to your Company's business. These updates help the Directors to keep abreast of key changes and their impact on your Company. An annual strategy retreat is conducted by your Company where the Board provides its input on the business strategy and long- term sustainable growth for your Company. Additionally, the Directors also participate in various programs /meetings where subject matter experts appraise the Directors on key global trends. The details of such programs 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, your Company has framed a policy on Directors' appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of your Company and link for the same is given in Annexure A of this report. The Remuneration Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the Nomination and Remuneration

Committee for identifying the people who are qualified to become the Directors. Your Company's 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 the remuneration paid to the Directors as per the terms laid out in the Remuneration Policy.

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 Company's 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 NRC implements this mechanism in concurrence with the Board.

Directors' Responsibility Statement

Pursuant to Section 134(3)(c) read with 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 from the same; b. such accounting policies have been selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of your 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 your Company and for preventing and detecting fraud and other irregularities; d. the annual financial statements have been prepared on a going concern basis; e. internal financial controls have been laid down to be followed by your 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 your Company. The RMC is responsible for reviewing the risk management plan and ensuring its effectiveness. The Board has also constituted few sub-committees of RMC to ensure focused discussion on specific risks such as information technology & data security, legal, regulatory & tax, reputation and commodity price risk. 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 the risk management policy, key risks identified and their mitigations are covered in

Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Compliance Management Mechanism

Your Company has deployed a Statutory Compliance Mechanism providing guidance on broad categories of applicable laws and process for monitoring compliance. In furtherance to this, your Company has instituted an online compliance management system within the organization to monitor compliances and provide update to the senior management on a periodic basis. The Audit Committee and the Board periodically monitor the status of compliances with applicable laws.

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")

A detailed report on the Company's CSR initiatives has been provided in the Social Capital section of this Integrated Annual Report. The details of the CSR Committee, terms of reference, meetings held during the year 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 and the link for the same is given in Annexure A of this report.

The Annual Report on CSR activities is annexed and forms part of this report as Annexure - E.

The Chief Financial Officer of your Company has certified that CSR spending of your Company for FY 2025-26 has been utilized for the purpose and in the manner approved by the Board of your Company.

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 maintaining high 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 and the link for the same is given in Annexure A of this report.

Business Responsibility & Sustainability Report (BRSR)

In accordance with the SEBI Listing Regulations, the BRSR for FY 2025-26, describing the initiatives taken by your Company from an environmental, 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 into 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, 2026, 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 link www.adanipower.com.

Transactions with Related Parties

All transactions with related parties are placed before the Audit Committee for its prior approval. An omnibus approval from the 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 arm's 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 Company's 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 the year, your Company has not entered into any contracts, arrangements or transactions that fall under the scope of Section 188 (1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to your Company for FY 2025-26 and hence does not form part of this report.

During the year, the materially significant Related Party

Transactions pursuant to the provisions of SEBI Listing Regulations were duly approved by the shareholders of the Company through postal ballot dated August 1, 2026; October 7, 2026 and November 21, 2026.

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 Company's website and can be accessed using the link given in Annexure A of this report.

Pursuant to the provisions of Regulation 23 of the

SEBI Listing Regulations, your Company has filed half yearly reports with the stock exchanges, for the related party transactions.

Statutory Auditors & Auditors' Report

Pursuant to Section 139 of the Act, read with rules made thereunder, as amended, M/s. SRBC & Co. LLP, Chartered Accountants (ICAI Firm Registration Number: 324982E/ E300003) have been appointed as the Statutory Auditors of your Company for the second term of five years till the conclusion of 31st Annual General Meeting (AGM) of your Company to be held in the year 2027.

The Statutory Auditors have confirmedthat they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your

Company. A representative of the Statutory Auditors of your Company attended the previous AGM of your Company held on June 25, 2025.

The Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and the Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the financial

Auditors' Report are self-explanatory and do not call for any further comments.

Secretarial Auditors and Secretarial Auditors Report

Pursuant to section 204 of the Act, read with the rule made thereunder and Regulation 24A of SEBI Listing Regulations, M/s Chirag Shah and Associates, Practicing Company Secretaries (C. P. No. 3498; Peer reviewed certificate no. 6543/2025) were appointed as a

Secretarial Auditor to undertake the Secretarial Audit of your Company for the firstterm of five consecutive years from financial year 2025-26 to financial year 2029-30 M/s. Chirag Shah & Associates has confirmedthat the firm is not disqualified to continue as a Secretarial Auditor and is eligible to hold office as Secretarial Auditor of your Company. The Secretarial Audit Report for the year under review is provided as Annexure B of this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The observation of Secretarial Auditor is self-explanatory in nature and does not require any comments from the Board.

Secretarial Audit of Material Unlisted Indian Subsidiary

Your Company does not have any material unlisted Indian subsidiary hence secretarial audit of material subsidiary is not applicable to your Company.

Cost Auditors

During the year under review, in accordance with Section 148(1) of the Act, your Company has maintained the accounts and cost records, as specified by the Central

Government. Such cost accounts and records are subject to audit by M/s Kiran J. Mehta & Co., Cost Accountants (Firm Reg. No. 000025) of the Company for FY2025-26. Your Company has re-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, 2027. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY27 is provided in the Notice of the ensuing AGM.

The Cost Audit Report for the year 2024-25 was filed before the due date with the Ministry of Corporate Affairs. The cost accounts and records as required to be maintained under section 148(1) of the Act are duly made and maintained by your Company.

Reporting of frauds by Auditors statements referred in the

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

Company's officers or employees which are required to be reported to the Audit Committee under Section 143(12) of the Act.

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.

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Particulars of Employees

Your Company had 3967 (standalone basis) employees as of March 31, 2026.

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 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.

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 include external members with relevant experience. The ICs, presided by senior women, conduct the investigations and make decisions at the respective locations. Your 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 mandatory training/ certification on POSH to sensitize themselves and strengthen their awareness.

During the year under review, your Company has not received any complaint pertaining to sexual harassment.

The employees undergo mandatory training / certification on POSH Policy to sensitize themselves and strengthen their awareness.

Compliance with Maternity Benefits Act, 1961

Your Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. All eligible women employees have been extended the benefits under the said Act, including maternity leave, nursing breaks, and other statutory entitlements as prescribed. Your Company has duly complied with the provisions of the Maternity Benefits

Act, 1961, as amended from time to time. The Company continuously strives to maintain a work environment that upholds the rights and well-being of its women workforce in accordance with applicable laws.

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 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 and link for the same is given in Annexure A of this report.

During the year under review, 10 cases were reported under the Whistle Blower Policy. The complaints, after scrutiny by the internal audit team, were not substantiated, requiring no action to be taken.

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 and technology controls are enhanced in-line with the threat scenarios. Your Company's 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 breaches in Cyber Security.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct ("PIT Code") to regulate, monitor and report trading in your

Company's shares by your Company's 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 PIT Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing your Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The PIT Code covers your Company's 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 UPSI which have been made available on your Company's website and link for the same is given in Annexure A of this report.

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

General Disclosures

The Chairman, Managing Director, Whole-time Director and CEO of your Company did not receive any remuneration or commission from any of the subsidiaries of your Company.

Your Directors state that during the year under review:

1. Your Company did not issue any equity shares with differential rights as to dividend, voting or otherwise.

2. Your Company did not issue shares (including sweat equity shares) to employees of your Company under any scheme.

3. No significant or material orders were passed by the regulators or courts or tribunals which could impact the going concern status and your Company's operation in future.

4. No application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016.

5. No change has been made in the nature of business of your Company.

6. There was no instance wherein the Company failed to implement any corporate action within the statutory time limit.

7. No one time settlement of loan was done with the banks or financial institutions.

8. No revisions were made in the financial statements and Directors' Report of your Company.

Insurance

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

Acknowledgement

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Ministry of Power, 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.