Dear Members,

Your Board of Directors ("the Board") is pleased to present the Forty-Eighth Annual Report of CESC Limited ("the Company"), together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026 (the year).

The Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026 have been prepared in accordance with the provisions of the Companies Act, 2013 ("the Act"), the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The financial performance of the Company for the financial year ended March 31, 2026 is summarised below:

Retained earnings of the Company as per the Standalone Financial Statements as on March 31, 2026 was Rs.9,983 crore (March 31, 2025 Rs.10,179 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 600% i.e. Rs.6.00 per equity share of face value Rs.1/- each, was paid to the eligible Members after deduction of tax at source at the applicable rates in accordance with the provisions of the Income-tax Act, 1961.

The Interim Dividend was declared in accordance with the Company's Dividend Distribution Policy, which is available on the Company's website at https://www.cesc.co.in/ storage /uploads/policies/Dividend Policy.pdf.

Pursuant to the provisions of Section 123 of the Act, the Interim Dividend declared and paid during the financial year will be placed before the Members for confirmation at the ensuing Annual General Meeting.

The Company continues to follow a balanced capital allocation framework focused on sustaining business growth, strengthening operational infrastructure, maintaining a prudent capital structure and delivering consistent returns to shareholders through an appropriate dividend policy.

Pursuant to the provisions of Sections 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company has, during the financial year under review, transferred to the Investor Education and Protection Fund ("IEPF") established by the Central Government, the dividend amounts remaining unpaid or unclaimed for a period of seven years. Equity shares in respect of which dividend had remained unclaimed for consecutive period of seven years were also transferred to IEPF.

As at March 31, 2026, the Company had fifty subsidiaries, including eight subsidiaries incorporated/acquired during the financial year namely Purvah Navurja Private Limited, Purvah Cleantech Power Private Limited, Purvah Bikaner-V One Power Private Limited, Purvah Clean Energy Private Limited, Purvah Bikaner-V Two Power Private Limited, Purvah Poweredge Private Limited, Purvah Ecoenergy Solutions Private Limited and Purvah Power Ventures Private Limited. The performance and key developments relating to the Company's subsidiaries are discussed in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

Pursuant to the provisions of Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company's subsidiaries in Form AOC-1 forms part of this Annual Report.

In accordance with the provisions of Section 136 of the Act read with the SEBI Listing Regulations, the audited financial statements of the Company's subsidiaries are available on the Company's website at https://www.cesc.co.in/ subsidiaryAccounts.

The Company has adopted a Policy for Determining Material Subsidiaries in accordance with the provisions of the SEBI Listing Regulations. The Board periodically reviews the operational and financial performance of all subsidiary companies, including their strategic initiatives, governance framework, risk profile, capital allocation and compliance status, thereby ensuring effective oversight across the Group. The Policy is available on the Company's website at https://www.cesc.co.in/storage/uploads/policies/ POLICY ON MATERIAL SUBSIDIARIES.pdf.

As on March 31, 2026, Noida Power Company Limited, Haldia Energy Limited and Dhariwal Infrastructure Limited were the material subsidiaries of the Company in terms of Regulation 16(1)(c) of the SEBI Listing Regulations.

In accordance with the provisions of the Act, the Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Act and the SEBI Listing Regulations, the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the Auditors' Report thereon issued by Messrs S. R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, form part of this Annual Report and will be laid before the Members at the ensuing Annual General Meeting.

In accordance with the provisions of the Act and the SEBI Listing Regulations, the Audited Standalone and Consolidated Financial Statements of the Company, together with all other documents required to be annexed or attached thereto, are available on the Company's website at https://www.cesc.co.in/annualReports.

Based on the recommendations of the Nomination and Remuneration Committee, the Board and the Members of the Company approved the following appointments/re- appointments during the financial year under review:

a. Appointment of Independent Director

The Members approved the appointment of Mr. Umang Kanoria (DIN: 00081108) as a NonExecutive Independent Director of the Company for a term upto three consecutive years with effect from February 25, 2026. The requisite approval of the Members was obtained on March 29, 2026.

b. Re-appointment of Independent Director

The Members also approved the re-appointment of Mr. Debanjan Mandal (DIN: 00469622) as a Non-

Executive Independent Director for a second term of five consecutive years with effect from May 10, 2026. The requisite approval of the Members was obtained on March 29, 2026.

c. Continuation of Directorship under Regulation 17(1A)

In accordance with Regulation 17(1A) of the SEBI Listing Regulations, approval of the Members has been sought for the continuation of directorship of Mr. Paras Kumar Chowdhary (DIN: 00076807) as a Non-Executive Independent Director beyond his attaining the age of seventy-five years on October 1, 2026. An appropriate resolution forms part of the Notice convening the ensuing Annual General Meeting.

d. Demise of Director

The Board records with deep sorrow the demise of Mr. Sunil Mitra (DIN: 00113473) on January 12, 2026. Late Mr. Mitra had been serving as an Independent Director of the Company since November 14, 2019. The Board places on record its sincere appreciation for his invaluable guidance, distinguished service and significant contributions during his association with the Company and extends its heartfelt condolences to his family.

e. Retirement by Rotation

Pursuant to the provisions of Section 152 of the Act and Article 102 of the Articles of Association of the Company, Mr. Shashwat Goenka (DIN: 03486121) retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for reappointment.

f. Declaration by Independent Directors

The Company has received the requisite declarations from all the Independent Directors confirming that they continue to satisfy the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The Board has taken the same on record and is satisfied that all the Independent Directors possess the requisite integrity, expertise, experience and fulfil the conditions specified under the applicable provisions of the Act and the SEBI Listing Regulations.

The details of the skills, expertise and core competencies of the Board are provided in the Corporate Governance Report forming part of this Annual Report.

In the opinion of the Board, all the Independent Directors fulfil the conditions specified under the Act and the SEBI Listing Regulations and are independent of the management.

The Board continues to maintain an appropriate balance of Executive, Non-Executive and Independent Directors possessing diverse experience thereby enabling effective oversight and strategic guidance.

g. Key Managerial Personnel

As on March 31, 2026, there was no change in the Key Managerial Personnel of the Company. The details of the Key Managerial Personnel as defined under Section 2(51) of the Act are provided below:

During the financial year under review, the Non-Executive Directors had no pecuniary relationship or transactions with the Company other than the payment of sitting fees for attending meetings of the Board and its Committees and commission, as approved by the Members and payable in accordance with the applicable provisions of the Act and the Company's Remuneration Policy.

During the financial year ended March 31, 2026, six meetings of the Board of Directors were held on April 24, 2025, May 15, 2025, July 30, 2025, October 17, 2025, February 6, 2026 and March 25, 2026. The intervening gap between any two consecutive meetings did not exceed the period prescribed under the Act and the SEBI Listing Regulations.

In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the SEBI Listing Regulations, a separate meeting of the Independent Directors was held on February 6, 2026, without the presence of the Non-Independent Directors and members of the Management.

At the meeting, the Independent Directors, inter alia:

• reviewed the performance of the Non-Independent Directors and the Board as a whole;

• reviewed the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors and

• assessed the quality, quantity and timeliness of the flow of information between the Management and the Board which is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed their satisfaction with the overall functioning of the Board, its Committees and the Management.

The Company has put in place a system to familiarise its Independent Directors with the Company, their roles, rights & responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. The details of the Familiarisation Programme are available on the Company's website and are also set out in the Report on Corporate Governance.

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.

The Company recognises that an appropriately diverse Board enhances the quality of decision-making, strengthens corporate governance and supports sustainable long-term value creation. The Board Diversity Policy seeks to ensure an appropriate balance of skills, experience, expertise, age, gender, knowledge, professional background and diversity of thought, thereby enabling the Board to discharge its responsibilities effectively.

In accordance with Section 178 of the Act and Regulation 19 read with Part D of Schedule II to the SEBI Listing Regulations, the Nomination and Remuneration Committee is responsible for identifying suitable candidates for appointment to the Board and evaluating the qualifications, expertise, experience, integrity, positive attributes and independence of Directors.

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Board, its Committees, the Chairman, the Individual Directors and the Independent Directors.

The evaluation was undertaken in accordance with the framework and criteria approved by the Nomination and Remuneration Committee and covered various aspects including the composition of the Board, effectiveness of Board processes, strategic guidance, governance practices, participation, contribution and oversight responsibilities.

The outcome of the evaluation was reviewed by the Board, which expressed satisfaction with its overall effectiveness and that of its Committees and Directors. Further details on the evaluation process and the evaluation criteria are provided in the Report on Corporate Governance forming part of this Annual Report.

To facilitate focused oversight and effective governance, the Board has constituted the following Committees in accordance with the provisions of the Act and the SEBI Listing Regulations:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

During the financial year under review, all recommendations made by the Committees of the Board were accepted by the Board.

The composition, terms of reference, meetings and other details of the Committees are provided in the Report on Corporate Governance forming part of this Annual Report.

During the year under review, there has been no change in the authorized, 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 Ltd (NSE). The Company has paid the requisite listing fees to the Stock Exchanges up to the Financial Year 2026-27.

Issue of Non-Convertible Debentures

During the Financial Year 2025-26, the Company had issued and allotted 55,000 Secured, Unlisted, Rated, Redeemable Non-Convertible Debentures of the face value of Rs.1,00,000 each, aggregating to Rs.550 crore, on a private placement basis, in compliance with the applicable provisions of the Act and the rules made thereunder and other applicable laws.

The proceeds of the issue have been utilised for the purposes approved by the Board and in accordance with the terms of the respective Private Placement Offer Document and applicable regulatory requirements.

Redemption of Debentures

During the year under review, the Company redeemed Secured, Unlisted, Redeemable Non-Convertible Debentures aggregating to Rs.262.50 crore in accordance with the respective terms of issue.

Consequent to the above issuances and redemptions, Secured, Unlisted, Rated, Redeemable Non-Convertible Debentures aggregating to Rs.1,687.50 crore remained outstanding as on March 31, 2026.

Debenture Trustee

The Company has appointed IDBI Trusteeship Services Limited as the Debenture Trustee pursuant to the applicable regulations for the outstanding Secured Non-Convertible Debentures.

Your Directors hereby state and confirm that:

i) in the preparation of the accounts for the financial year ended March 31, 2026, 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.

Pursuant to Regulation 34 of the SEBI 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'.

The Company is committed to maintaining the highest standards of corporate governance, founded on the principles of integrity, transparency, accountability, ethical business conduct and sustainable value creation. The Board believes that robust governance practices are fundamental to enhancing stakeholder confidence, safeguarding shareholders' interests and ensuring the long-term success of the Company. Accordingly, the Company continues to strengthen its governance framework through effective oversight, prudent risk management, sound internal controls and a culture of compliance across the organisation.

The Company's governance framework is aligned with the requirements of the Act and the SEBI Listing Regulations, and other applicable statutory and regulatory requirements. The Board periodically reviews the governance framework to ensure that it remains responsive to evolving regulatory expectations and global best practices.

Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, the Report on Corporate Governance, together with the requisite disclosures and the Additional Shareholders' Information, forms part of this Annual Report as Annexure 'B' and Annexure 'C', respectively.

The certificate issued by the Statutory Auditors confirming compliance with the conditions of Corporate Governance, as stipulated under the SEBI Listing Regulations, forms part of this Annual Report.

The Board affirms that, throughout the year under review, the Company has complied with the applicable provisions relating to Corporate Governance prescribed under the SEBI Listing Regulations.

The Board is committed to continuously enhancing the Company's governance practices in line with evolving regulatory requirements and global best practices, with the objective of creating sustainable long-term value for all stakeholders.

The Company continuously benchmarks its governance practices against evolving regulatory requirements and global governance standards. During the year, the Board continued to strengthen oversight over ESG initiatives, cyber security, enterprise risk management, succession planning and stakeholder engagement.

The Company remains committed to creating sustainable social value through impactful Corporate Social Responsibility ("CSR") initiatives that contribute to inclusive and equitable development of the communities in which it operates. Guided by its philosophy of responsible corporate citizenship, the Company's CSR programmes extend beyond statutory compliance and are designed to create measurable and long-term social impact. During the year under review, the Company continued to undertake initiatives across key focus areas including healthcare, education, child protection, environmental sustainability, skill development and livelihood enhancement, sports, and promotion of art and culture.

The Company continues to measure the effectiveness of its CSR initiatives through structured monitoring mechanisms and independent evaluations, thereby ensuring optimal utilisation of CSR resources and measurable socioeconomic outcomes.

The Corporate Social Responsibility Committee of the Board provides strategic direction and oversight over the planning, implementation, monitoring and evaluation of CSR initiatives to ensure alignment with the provisions of Section 135 of the Act, the Companies (Corporate Social Responsibility Policy) Rules, 2014 (CSR Rules), as amended, and the Company's CSR Policy which is available on the Company's website and can be accessed at https://www. cesc.co.in/storage/uploads/policies/CSR Policy.pdf.

Pursuant to Section 135 of the Act read with the CSR Rules, the Annual Report on CSR activities undertaken during the Financial Year 2025-26 forms part of this Annual Report as Annexure 'D'.

In accordance with the applicable provisions of the CSR Rules, the Company engaged Renovate India to undertake an independent impact assessment of eligible CSR projects. The impact assessment reports relating to "Eklavya - CESC Skill Academy" form part of this Annual Report as Annexure 'D1'. The findings of these assessments reaffirm the Company's commitment towards implementing outcome-based CSR programmes that create sustainable and measurable benefits for the communities at large.

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR"), containing disclosures on the Company's performance across Environmental, Social and Governance ("ESG") parameters for the Financial Year 2025-26 in the prescribed format, forms part of this Annual Report as Annexure 'E'.

In accordance with the applicable provisions of the SEBI Listing Regulations, the Company has obtained an independent Reasonable Assurance on the BRSR Nine core indicators from Tirkha Consultants & Advisors LLP The assurance engagement was undertaken to provide an independent assessment of the reliability, accuracy and completeness of the BRSR Core indicators and to enhance stakeholder confidence in the Company's sustainability reporting. The Independent Assurance Statement forms part of this Annual Report as Annexure 'E1'.

Sustainability considerations continue to be integrated into the Company's long-term business strategy, operational planning and enterprise risk management framework. The Company remains committed in enhancing transparency and strengthening ESG disclosures in line with evolving regulatory expectations and stakeholder interests.

The Company has in place a robust governance framework for identification, review, approval and monitoring of Related Party Transactions ("RPTs") in accordance with the provisions of the Act, the SEBI Listing Regulations and the Policy Statement on Materiality of Related Party Transactions and Dealing with Related Party Transactions approved by the Board.

During the year under review, all RPTs entered into by the Company were in the ordinary course of business and on an arm's length basis. There were no materially significant RPTs that could have had a potential conflict with the interests of the Company or its minority shareholders. No Material RPT requiring prior approval of the Members under the SEBI Listing Regulations was entered into during the year.

The Company has also complied with the applicable Industry Standards notified by SEBI relating to the minimum information to be placed before the Audit Committee for approval of RPTs.

All RPTs are reviewed by the Audit Committee in accordance with the Company's Policy on RPTs and the applicable provisions of the Act and the Listing Regulations. Appropriate omnibus approvals, wherever applicable, are obtained after ensuring that such transactions are in the ordinary course of business and on an arm's length basis.

The Policy Statement on Materiality of Related Party Transactions 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

The disclosures relating to RPTs as required under the Indian Accounting Standards (Ind AS) are provided in Note 42 to the Standalone Financial Statements forming part of this Annual Report.

Risk management forms an integral part of the Company's governance framework and strategic decision-making process. The Company has established framework and process to systematically identify, assess, monitor and mitigate risks that could impact the achievement of its strategic and business objectives.

The Risk Management Committee of the Board, constituted in accordance with the SEBI Listing Regulations, oversees the implementation and effectiveness of the Company's risk management framework. The Committee periodically reviews the Company's risk profile, mitigation strategies and emerging risks, including strategic, operational, financial, regulatory, cybersecurity, information security, safety, environmental and climate-related risks, and business continuity preparedness.

The Audit Committee continues to provide additional oversight in relation to financial reporting risks, internal financial controls and compliance risks. A detailed discussion on the Company's risk management framework and key risks forms part of the Management Discussion and Analysis and the Report on Corporate Governance included in this Annual Report.

The Company is committed to providing a safe, secure, inclusive and respectful workplace for all employees and maintaining a work environment free from discrimination, harassment and intimidation.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder, the Company has adopted a comprehensive Policy on Prevention of Sexual Harassment ("POSH") and has constituted Internal Committees to address complaints in accordance with the provisions of the Act.

The Company continues to conduct regular awareness programmes, sensitisation workshops and training sessions to reinforce awareness of the POSH Policy and promote a culture of dignity, equality and mutual respect across the organisation.

The details of complaints received, disposed of and pending during the Financial Year 2025-26 are provided in the Report on Corporate Governance forming part of this Annual Report.

The Company has established adequate Internal Financial Controls ("IFC") commensurate with the nature, size and complexity of its operations. The internal financial control framework is designed to provide reasonable assurance regarding the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The effectiveness of the internal financial controls are periodically evaluated through a combination of management reviews, self-assessment mechanisms and independent testing carried out by the Internal Audit function. The Audit Committee regularly reviews the adequacy and effectiveness of the Company's internal financial control framework, internal audit findings and the implementation status of corrective actions.

Based on the assessment carried out during the year under review, the Board is of the opinion that the Company has, in all material respects, an adequate system of Internal Financial Controls over financial reporting and that such controls were operating effectively as at March 31, 2026.

In terms of the provisions of Section 139 of the Act, Messrs. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005), were appointed as the Statutory Auditors of the Company for a term of five consecutive years at the Forty-fourth Annual General Meeting ("AGM") of the Company.

The Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2026 was audited by the Statutory Auditors and they have issued an unmodified audit opinion on the aforesaid Financial Statements.

The Notes to the Financial Statements referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments under Section 134(3)(f) of the Act.

During the year under review, the Statutory Auditors have not reported any instance of fraud as referred to in Section 143(12) of the Act.

Pursuant to the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records. Accordingly, the Company has maintained such cost records as prescribed by the Central Government.

The Cost Audit Report for the Financial Year ended March 31, 2025 was filed within the prescribed statutory timeline. The Cost Audit Report for the Financial Year 2025-26 shall be filed within the prescribed time.

Based on the recommendation of the Audit Committee, the Board of Directors has re-appointed Messrs. Shome & Banerjee, Cost Accountants (Firm Registration No. 000001), as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for the Financial Year ending March 31, 2027, in accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

The Cost Auditors have confirmed that they satisfy the independence criteria prescribed under the Act and the applicable Cost Auditing Standards issued by the Institute of Cost Accountants of India."

The remuneration payable to the Cost Auditors has been approved by the Board on the recommendation of the Audit Committee and is subject to ratification by the Members of the Company and accordingly, an appropriate resolution seeking Members' ratification of the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing Annual General Meeting.

In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, the Company has appointed

M/s. Anjan Kumar Roy & Co., Company Secretaries (Firm Unique Code: S2002WB051400; Peer Review Certificate No. 869/2020) as the Secretarial Auditors of the Company for a term of five consecutive years from the Financial Year 2025-26 to Financial Year 2029-30, with the approval of the Members.

Accordingly, the Secretarial Audit of the Company for the Financial Year 2025-26 was carried out by M/s. Anjan Kumar Roy & Co., Company Secretaries.

The Secretarial Audit Report for the Financial Year 2025-26 is annexed to this Report as Annexure 'F'. The said Report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, pursuant to Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Reports of the Company's material unlisted subsidiaries, namely Noida Power Company Limited, Haldia Energy Limited and Dhariwal Infrastructure Limited, for the Financial Year 2025-26 are annexed to this Annual Report as Annexures 'F1', 'F2' and 'F3', respectively. None of the said reports contain any qualification, reservation, adverse remark or disclaimer.

The Company has also obtained the Annual Secretarial Compliance Report for the Financial Year ended March 31, 2026 from a Practising Company Secretary in accordance with Regulation 24A of the SEBI Listing Regulations. The said Report has been submitted to the Stock Exchanges within the prescribed timeline and does not contain any qualification or adverse observation.

The Board has reviewed the Secretarial Audit Report and notes that there are no material observations requiring explanation under Section 134(3)(f) of the Act.

The Company is committed to fostering an ethical, transparent and accountable work environment. In compliance with Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a robust Vigil Mechanism / Whistle-blower Policy to provide directors, employees and other stakeholders with an appropriate mechanism to report genuine concerns relating to unethical conduct, actual or suspected fraud, violation of the Company's Code of Conduct, or any other misconduct, without fear of retaliation.

The Audit Committee periodically reviews the functioning of the Vigil Mechanism and is satisfied that adequate safeguards exist against victimisation of whistle-blowers.

The Policy provides adequate safeguards against victimisation of whistle-blowers and ensures direct access to the Chairman of the Audit Committee through the Company Secretary, wherever considered necessary.

The Whistle-blower Policy is available on the Company's website and can be accessed at:

https://www.cesc.co.in/storage/upioads/poiicies/

WhistieBiowerPoiicv.pdf

Insider Trading

The Company has adopted a comprehensive Code of Conduct for Prevention of Insider Trading in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (SEBI PIT Regulations), as amended from time to time.

The Code prescribes procedures for handing Unpubiished Price Sensitive Information (UPSI), regulates trading by Designated Persons and their immediate relatives, and establishes appropriate disclosure and compliance requirements.

Further, in compliance with the SEBI PIT Regulations, the Company maintains a Structured Digitai Database (SDD) containing details of persons with whom UPSI is shared on a need-to-know basis for legitimate purposes. The database is maintained with appropriate time-stamping, audit trails and non-tampering controls to ensure regulatory compliance.

Code of Conduct

The Company has adopted a comprehensive Code of Conduct applicable to the Directors and Senior Management Personnel, laying down the standards of ethical conduct, integrity and professional behaviour expected across the organisation. Annual affirmations confirming compliance with the Code were obtained from all Directors and Senior Management Personnel. A deciaration to this effect, signed by the Managing Director, forms part of the Report on Corporate Governance.

Significant and Material Orders

During the Financial Year 2025-26, no significant or material order was passed by any regulator, court or tribunal which could impact the Company's going concern status or materially affect its operations or future business. Further, there was no instance of one-time settlement with any Bank or Financial Institution.

Insolvency and Bankruptcy Code, 2016

During the year under review, no application was made, nor were any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

Change in Nature of Business

There was no change in the nature of the business of the Company during the Financial Year 2025-26.

Particulars of Loans, Guarantees and Investments

The provisions of Section 186 (4) requiring disclosure in the financial statements of the full particulars of the loan given, investment made or guarantee given or security provided and the purpose for which such loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security are not applicable to the Company, in terms of the provisions of the Section 186 (11) of the Act.

Public Deposits

During the Financial Year 2025-26, the Company did not accept any deposits within the meaning of Chapter V of the Act. Accordingly, no amount of principal or interest remained outstanding as on March 31, 2026.

The information relating to conservation of energy, technology absorption, research and development, and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is provided in Annexure 'G', which forms an integral part of this Report.

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/annual return/Annuai%20Return%20 2025-26.pdf.

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/the Code on Social Security, 2020.

The disclosures required pursuant to 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', forming part of this Report.

The statement containing particulars of employees as prescribed under Ruie 5(2) and Rule 5(3) of the aforesaid Rules is annexed as Annexure 'I'. In accordance with the provisions of Section 136(1) of the Act, this Annual Report is being circulated to the Members excluding the said Annexure. The statement is available for inspection at the Registered Office of the Company during business hours on aii working days and may also be obtained by Members upon making a written request to the Company Secretary at secretariai@rpsg.in.

None of the employees covered under the aforesaid disclosures is related to any Director of the Company.

The Company has adopted a Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel, formulated on the recommendation of the Nomination and Remuneration Committee and approved by the Board of Directors. The Policy is available on the Company's website at:

https://www.cesc.co.in/storage/upioads/poiicies/ REMUNERATION%20POLICY CESC SM.pdf

Industrial relations across all the Company's operations remained cordial and harmonious throughout the year. The Board places on record its appreciation for the continued commitment, cooperation and dedication demonstrated by employees at all levels. Further details on the Company's people practices, employee engagement and human resource initiatives are provided in the Management Discussion and Analysis forming part of this Annual Report.

The Board places on record its appreciation for the commitment, dedication and contribution of all employees towards the Company's continued success.

The Company remains focused on strengthening its leadership position across the power value chain while accelerating its clean energy transition. Continued investments in network reliability, renewable energy, digital technologies, operational excellence and customer service will remain key strategic priorities. Supported by a strong governance framework, prudent financial management and a highly experienced leadership team, the Company is well positioned to create sustainable long-term value for all stakeholders.

The Board of Directors places on record its sincere appreciation for the continued trust, confidence and support received from the Company's Members, consumers, employees, business associates, vendors, financial institutions, banks, investors, lenders and other stakeholders.

The Board also expresses its gratitude to the Government of India, various State Governments, the Ministry of Power, Central and State Electricity Regulatory Commissions, statutory and regulatory authorities, municipal and local authorities, and the communities in the areas in which the Company operates for their continued guidance, cooperation and support.