Dear Members,

The Board of Directors of your Company ("the Board") present the Forty-seventh Annual Report on the business and operations of the Company and the Audited Financial Statements for the year ended March 31, 2025 (‘the year').

FINANCIAL RESULTS

Pursuant to the provisions of the Companies Act, 2013 (‘the Act') and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended from time to time (‘Listing Regulations'), the Company has prepared its standalone and consolidated financial statements for the Financial Year ended March 31, 2025, details of which are summarised below:

( in Crore)

Retained earnings of the Company as per the Standalone FinancialStatementsasonMarch31,2025was10,179Crore (March 31, 2024 10,206 Crore). For detailed discussion on financial results and Operational performance, may please refer to the Management Discussion and Analysis section ( Annexure ‘A' ).

There were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year and the date of this report.

DIVIDEND

During the year under review, an Interim Dividend of 450% i.e. 4.50 per equity share of 1.00/- each was paid to the Members after deduction of tax at source at prescribed rates under the Income Tax Act, 1961.

The above Dividend was declared in terms of the Dividend Distribution Policy of the Company, which is available at the Company's website and can be accessed at https://www. cesc.co.in/storage/uploads/policies/Dividend_Policy.pdf

The Notice convening the ensuing Annual General Meeting ("AGM") of the Members of the Company includes an item for confirmation of the said Interim Dividend.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Sections 124 and 125 of the Act and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, the Company during the year under review has transferred Dividend which remained unpaid / unclaimed for seven consecutive years and also Equity Shares pertaining to which Dividend remained unclaimed for a consecutive period of seven years to the Investor Education and Protection Fund (‘IEPF') established by the Central Government.

SUBSIDIARIES

As on March 31, 2025, the Company had forty-two subsidiaries, including twenty-three new subsidiaries. Details of operations of the Company's subsidiaries are set out in Management Discussion and Analysis, which forms part of this Annual Report. Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the subsidiary companies in Form No. AOC-1 is given in the Annual Report. In accordance with the provisions of Section 136 of the Act and the amendments thereto, read with the Listing Regulations, the audited financial statements of the Company's subsidiaries are available on the Company's website and can be accessed at ttps://www.cesc.co.in/subsidiaryAccounts.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company's website and can be accessed at: https:// www.cesc.co.in/storage/uploads/policies/POLICY_ON_ MATERIAL_SUBSIDIARIES.pdf.

Noida Power Company Limited, Haldia Energy Limited and Dhariwal Infrastructure Limited are the three material subsidiaries of the Company in terms of Regulation 16 (1) (c) of the Listing Regulations.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act, read with the Indian Accounting Standards and the Listing Regulations, consolidated financial statements of the Company for the Financial Year 2024-25, duly audited by Messrs S. R. Batliboi & Co. LLP, Chartered Accountants, Company's Auditors, forming a part of the Annual Report and shall be laid before the AGM of the Company as required under the Act.

The audited financial statements including the consolidated financial statements of the Company and all other documents required to be attached thereto, are available on the Company's website and can be accessed at https:// www.cesc.co.in/annualReports.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Duringtheyearunderreview,basedontherecommendation of Nomination and Remuneration Committee, the Board as well as the Members of the Company had approved:

(a) the appointment of Ms. Kusum Dadoo (DIN:06967827) and Mr. Paras Kumar Chowdhary (DIN:00076807) as Non-executive Independent Directors of the Company for a period of 3 years w.e.f. May 23, 2024 and August 9, 2024 respectively.

(b) the appointment of Mr. Brajesh Singh, Managing Director (Generation) (DIN: 10335052) and Mr. Vineet Sikka, Managing Director (Distribution) (DIN: 10627000) for a period of 5 years w.e.f May 28, 2024.

(c) the re-appointment of Mr. Sunil Mitra (DIN:00113473) as a Non-executive Independent Director of the Company for a further period of 3 years w.e.f. November 14, 2024.

On completion of tenures, Ms. Rekha Sethi (DIN: 06809515) and Mr. Pratip Chaudhuri (DIN: 00915201) ceased to be the Independent Directors of the Company w.e.f. May 29, 2024 and September 30, 2024 respectively. The Board placed on record its sincere appreciation for the valuable contribution made by Ms. Sethi and Mr. Chaudhuri during their respective tenures as Independent Directors.

In terms of the provisions of Section 152 of the Act and Article 102 of the Articles of Association of the Company, Dr. Sanjiv Goenka (DIN: 00074796) retires by rotation at the forthcoming AGM and, being eligible, offers himself for re-appointment.

The Company has received necessary disclosures / declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and the Listing Regulations.

The list of key skills, expertise and core competencies of the Board is provided elsewhere in the Report on Corporate Governance forming part of this report.

As on March 31, 2025, the Company had the following KMPs as per Section 2(51) of the Act.

During the year under review there has been no pecuniary relationship or transaction between the Company and its Non-Executive Directors other than sitting fees and commission received by them.

During the financial year 2024-25, your Board met 5 times on April 3, 2024, May 23, 2024, August 9, 2024, November 12, 2024 and January 10, 2025.

INDEPENDENT DIRECTORS' MEETING

The Independent Directors of your Company met on January 10, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Non–Independent Directors, the Committees of the Board and the Board as a whole along with the performance of the Chairman of the Company and assessed the quality, quantity and timeliness of flow of information from the management. The Independent Directors expressed their satisfaction on completion of their review of the above parameters.

SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2 issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, Govt. of India, relating to Meetings of the Board of Directors and General Meetings respectively.

BOARD DIVERSITY

The Company recognises the importance of a diverse Board and believe that a truly diverse Board will leverage differences in thought, perspective, industry experience, knowledge and skills including expertise in financial, global business, leadership, technology, and other domains which will ensure that Company retains its competitive advantage.

In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations,theNominationandRemunerationCommittee (NRC) is responsible for determining qualification, positive attributes and independence of a Director.

Additional details on Board diversity are available in the Corporate Governance that forms part of this Report.

BOARD EVALUATION

In order to ensure that the Board and Committees of the Board are functioning effectively and to comply with statutory requirements, the annual performance evaluation of all the Directors, Committees of the Board, Chairman of the Board and the Board as a whole, was conducted during the year. The evaluation was carried out based on the criteria and framework approved by the NRC. A detailed disclosure on the parameters has been provided in the Report on Corporate Governance.

COMMITTEES OF THE BOARD

The various 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 according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholder's Relationship Committee

• Risk Management Committee

EQUITY CAPITAL AND DEBT SECURITIES

Equity Shares

During the year under review, there has been no change in the authorised, issued, subscribed and paid-up Equity Share Capital of the Company. The Equity Shares of the Company continued to be listed with BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid the requisite listing fees to the Stock Exchanges up to the Financial Year 2025-26.

Debentures

a. Issue:

During the year under review, the Company has not issued and allotted any Debentures. Since the close of the year the Company has issued and allotted 25,000 Secured, Unlisted, Redeemable, Rated Non-Convertible Debentures having face value of 1 Lakh each aggregating to 250 Crore on a private placement basis, to Axis Bank Limited.

b. Redemption:

During the year under review, the Company had, redeemed, 3000 Unlisted Secured, Redeemable, Rated, Non-Convertible Debentures (NCD's) having face value of 10 Lakh each aggregating to 300 Crore.

NCDs aggregating 1,400 Crore were outstanding as on March 31, 2025.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby state and confirm that:

i) in the preparation of the accounts for the financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to the material departures, if any;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments 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) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts on a going concern basis;

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis for the year under review is presented in a separate section forming part of this Report as Annexure ‘A'.

CORPORATE GOVERNANCE

The Company is committed to focus on enhancing standards of Corporate Governance by long term value creation and protecting stakeholders' interests by applying proper care, skill and diligence to business decisions and constant adherence to the requirement of Listing Regulations, the Act and other applicable statutes.

In compliance with Regulation 34 read with Schedule V of the Listing Regulations, a Report on Corporate Governance for the year under review, is presented in a separate section as a part of this Report as Annexure ‘B' along with Additional Shareholder Information as Annexure ‘C'.

A certificate from the Statutory Auditors of the Company confirming the compliance with the conditions of Corporate Governance, as stipulated under the Listing Regulations, is annexed to this report.

CORPORATE SOCIAL RESPONSIBILITY_CSR_

Over the past several years, the Company has focused on various corporate social responsibility programmes. The Company continues its endeavour to improve the lives of people and provide opportunities for their holistic development through its different initiatives in the area of Health, Education, Child Protection, Environment, Sustainability and Skill Development.

In terms of the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended the Corporate Social Responsibility Policy has been uploaded on Company's website and can be accessed at https://www.cesc.co.in/ storage/uploads/policies/CSR_Policy.pdf .

A detailed section on CSR activities undertaken by the Company during the year under review is annexed herewith and marked Annexure – ‘D' and forming part of this Report. The Company engaged Renovate India, to conduct the impact assessment of the CSR initiatives undertaken by the Company. The impact assessment reports of the "RP Goenka International School Infrastructure Project (Phase 1)" and "Eklavya - CESC Skill Academy" are also attached and are forming part of the Annual Reports as Annexures – ‘D1' and ‘D2' respectively.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT _BRSR_

In terms of Regulation 34 (2)(f) of Listing Regulations, SEBI has notified the reporting requirements on ESG parameters called the Business Responsibility and Sustainability Report (BRSR) under which the listed entities are required to disclose their performance against the nine principles of the ‘National Guidelines on Responsible Business Conduct' (NGRBCs) and reporting under each principle is divided into essential and leadership indicators. The Company has been a torchbearer of responsible business practices, always ensuring that its decisions balance social and environmental considerations with financial factors. Your Company always believed that being responsible and reliable also means being sustainable. These principles have always been an integral part of strategic planning of the Company both to manage risk as well as to enable long term sustainable growth and value creation. Your Company is also committed to upholding responsible business practices, aligning with the NGRBC.

As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) describing the performance parameters and initiatives taken by the Company from an environmental, social and governance perspective, is given in the report as Annexure ‘E'

RELATED PARTY TRANSACTIONS

All contract(s)/arrangement(s) / transaction(s) entered by the Company with its related parties during the year under review were in the ordinary course of business and at arm's length basis and pre-approved by the Audit Committee of the Board of Directors. No material transactions with

Annual related parties were entered into during the year under review.

The Policy Statement on Materiality and dealing with Related Party Transactions is available on the Company's website and can be accessed at https://www.cesc.co.in/ storage/uploads/policies/RELATED_PARTIES_POLICY.pdf

Members may please refer to Note 42 to the Standalone Financial Statements for requisite disclosure in respect of related parties and transactions entered into with them during the year under review.

RISK MANAGEMENT

The Company has a structured Risk Management framework, designed to identify, assess and mitigate risks appropriately. The Risk Management Committee of the Board has been entrusted with the responsibility to assist the Board in a) overseeing the Company's risk management framework; and b) ensuring that all material Strategic and Commercial Risks including Cybersecurity, Safety Operations, have been identified, assessed and adequate risk mitigations steps are taken to address those risks. The Audit Committee has additional oversight in the area of financial risks and controls.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace. In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has adopted a policy and constituted an Internal Complaints Committee (ICC) to redress and resolve any complaints arising under the POSH Act. Training / awareness programs are conducted throughout the year to create sensitivity towards ensuring appropriate compliance.

Details of complaints received/disposed, during the Financial Year 2024-25 are provided in the Report on Corporate Governance.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has in place adequate internal financial controls (IFC) for ensuring orderly and efficient conduct of the business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. Effectiveness of IFC is ensured through management reviews and independent testing by the Internal Audit Department of the Company.

The Company believes that these systems provide reasonable assurance that the Company's internal financial controls are adequate and are operating effectively as intended.

AUDITORS AND AUDITORS' REPORT

Messrs. S R Batliboi & Co. LLP, Chartered Accountants, (Firm Registration No.301003E/E300005) was appointed as the Auditors of the Company for a term of five consecutive years, at the Forty - fourth AGM of the Company.

The Auditors' Report annexed to the financial statements for the year under review does not contain any qualification(s), reservation(s) or adverse remark(s). The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

During the year under review, the Auditors have not reported any instance of fraud as referred to in Section 134(3)(ca) of the Act.

COST AUDITORS AND COST AUDIT REPORT

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Act and such records are made and maintained accordingly.

The Cost Audit Report, for the year ended March 31, 2024 was filed with the Central Government within the statutory time limit and the Cost Audit Report for the Financial Year 2024- 25 shall be filed with the Central Government within the prescribed timeline.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, has re-appointed Messrs. Shome & Banerjee, Cost Accountants (Firm Registration No 000001) as Cost Auditors for conducting the audit of cost records of the Company for the Financial Year ending March 31, 2026.

Since the remuneration to be paid to the Cost Auditors for the Financial Year 2025-26 is to be ratified by the Company's Members, an appropriate resolution seeking Member's approval is included in the Notice of the forthcoming AGM.

SECRETARIAL AUDIT REPORT

Messrs. Anjan Kumar Roy & Co., (Firm Unique Code - S2002WB051400) Practicing Company Secretaries, was appointed as the Secretarial Auditors of your Company for the Financial Year ended March 31, 2025. The Secretarial AuditReportpursuanttoSection204oftheAct,isattachedin Annexure – ‘F' forming part of this Report.

Pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit Reports of three material unlisted subsidiaries of the Company namely Noida Power Company Limited, Haldia Energy Limited and Dhariwal Infrastructure Limited, for the Financial Year 2024-25 are also attached and are forming part of the Annual Report as Annexures ‘F1', ‘F2' and ‘F3'. The Secretarial Audit Reports of such material unlisted subsidiaries do not contain any qualifications, reservations or adverse remark(s).

Further in terms of a recent amendment in Regulation 24A of Listing Regulations, based on the recommendation of the Audit Committee and subject to the approval of the Company's members, the Board of Directors at its meeting held on May 15, 2025 has approved and recommended appointment of Messrs. Anjan Kumar Roy & Co., (Firm Unique Code – S2002WB051400 and Peer Review No:869/2020) Practicing Company Secretaries, as the Secretarial Auditors of your Company for a term of upto 5 (Five) consecutive years to hold office from the conclusion of forthcoming Forty-seventh AGM till the conclusion of Fifty-second AGM of the Company to conduct Secretarial Audit for the FY 2025-26 to FY 2029-30.

Notice for the forthcoming AGM of the Company includes an appropriate resolution seeking Member's approval in respect of appointment of Messrs. Anjan Kumar Roy & Co for a period of five years.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company promotes safe, ethical and compliant conduct of all its business activities The Company has a Vigil Mechanism / Whistle-blower policy in accordance with Section 177 of the Act and Regulation 22 of Listing Regulations to bring Company's attention to instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that affect the financial integrity of the Company.

The said policy has been uploaded on the Company's website and can be accessed at https://www.cesc.co.in/ storage/uploads/policies/WhistleBlowerPolicy.pdf.

The said policy provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of the Company through the Company Secretary for redressal. No person had been denied access to the Chairman of the Audit Committee and there was no such reporting during the Financial Year 2024-25.

ANTI BRIBERY AND ANTI CORRUPTION POLICY

The Company is committed in doing business with integrity and transparency and has zero tolerance approach to non-compliance with Anti-Bribery and Anti- Corruption Policy of the Company. The Company prohibits bribery, corruption and any form of suspicious payment (s) / dealing(s) in the conduct of business operations.

INSIDER TRADING

The Company's ‘Insider Trading Prohibition Code' which is in line with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, lays down the guidelines and procedures to be followed and disclosures to be made by the Insiders, while dealing in Company's securities.

In view of the aforesaid Regulations, the Company also has in place a Structured Digital Database wherein details of persons with whom Unpublished Price Sensitive Information is shared on need-to-know basis and for legitimate business purposes is maintained with time stamping and audit trails to ensure non-tampering of the database.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders were passed by any Regulators or Courts or Tribunals impacting the going concern status and your Company's operations in future.

INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there was no application made or proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

CHANGE IN THE NATURE OF THE BUSINESS

During the year under review, there was no change in the nature of the business of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company, being a company providing infrastructure facilities is exempt from the provisions applicable to loans, guarantees, security and investments under Section 186(11) of the Act. Therefore, no details are required to be provided.

DEPOSIT FROM PUBLIC

During the year under review, the Company has not accepted any deposit from the public and as such no amount of principal or interest was outstanding as on the date of the Balance Sheet.

CONSERVATIONOFENERGY,RESEARCH&DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars as required under Section 134 Act, relating to Conservation of Energy and Technology Absorption is given in Annexure ‘G' forming a part of this report.

DISCLOSURE UNDER ELECTRICITY DISTRIBUTION _ACCOUNTS AND ADDITIONAL DISCLOSURES_ RULES, 2024

The disclosure required under Rule 6 of the Electricity Distribution (Accounts and Additional Disclosure) Rules, 2024, issued by the Ministry of Power (MoP) is available on the website of the Company on the following link at https://www.cesc.co.in/storage/uploads/miscellaneous/ ADS.pdf, which forms part of this Report.

ANNUAL RETURN

Pursuant to Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company on the following link at https://www.cesc.co.in/ storage/uploads/annreport/Annual-Return.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure ‘H'.

Details of employee remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the aforesaid Rules are provided in Annexure I. In terms of proviso to Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the Annexure I. Any Member interested in obtaining a copy of the same may write to Company Secretary at secretarial@rpsg.in.

None of the employees listed in the said Annexure are related to any Director of the Company.

The Company has in place a Remuneration Policy for Directors, Key Managerial Personnel and other Senior employees, duly recommended by the NRC and approved by the Board. The said Policy is uploaded on the website of the Company and can be accessed at https://www. cesc.co.in/storage/uploads/policies/REMUNERATION%20 POLICY_CESC_SM.pdf.

INDUSTRIAL RELATIONS

Industrial relations in the Company, during the year, continued to be cordial. A detailed section on the Company's Human Resource initiatives is included in the Management Discussion and Analysis forming a part of this report.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record its appreciation for the committed and dedicated services received from business partners, financial institutions, banks, consumers and vendors during the year under review.

The Board is also 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 of Kolkata and local authorities in areas where we are operational as well as to the Company's Members for all the support rendered during the year.

The Directors also place on record its deep appreciation for the Company's employees for their commitment and contributions to the overall performance of the Company.