<dhhead>Directors Report</dhhead>
Dear Shareholders,
Your Directors are pleased to present the 29th Annual Report along with the
Audited Financial Statements of your
Company for the financial year ended March 31, 2025 (FY 2024-25/ FY25).
Financial Performance
The Audited Financial Statements of your Company as on March 31, 2025, are prepared in
accordance with the relevant applicable Indian Accounting Standards (Ind AS) and the
provisions of the Companies Act, 2013 (Act).
The summarised financial highlight is depicted below:
(` in crore)
|
Consolidated |
Standalone |
Particulars |
2024-25 |
2023-24 |
2024-25 |
2023-24 [Restated |
|
|
|
|
(Refer note |
|
|
|
|
3 below)] |
Revenue from
operations |
56,203.09 |
50,351.25 |
49,710.76 |
46,456.50 |
Other Income
(excluding foreign exchange gain) |
2,397.66 |
9,780.86 |
2,562.72 |
9,941.13 |
Foreign Exchange
Gain (net) |
305.08 |
149.37 |
297.63 |
148.15 |
Total Income |
58,905.83 |
60,281.48 |
52,571.11 |
56,545.78 |
Expenditure other
than Depreciation, Finance cost and |
34,897.65 |
32,170.55 |
30,201.47 |
29,788.75 |
Foreign Exchange
Loss (net) |
|
|
|
|
Depreciation and
Amortisation Expenses |
4,308.88 |
3,931.33 |
3,878.56 |
3,771.96 |
Finance Cost |
3339.79 |
3,388.09 |
3,207.39 |
3,404.40 |
- Interest and
Bank Charges |
3,290.33 |
3,426.59 |
3,162.21 |
3,442.90 |
- Derivative
(Gain)/Loss (net) |
49.46 |
(38.50) |
45.18 |
(38.50) |
Total
Expenditure |
42,546.32 |
39,489.97 |
37,287.42 |
36,965.11 |
Profit before
tax |
16,359.51 |
20,791.51 |
15,283.69 |
19,580.67 |
Tax Expense /
(Credit) |
3609.90 |
(37.28) |
3,723.84 |
(51.28) |
Net Profit for
the year |
12,749.61 |
20,828.79 |
11,559.85 |
19,631.95 |
Other
Comprehensive (loss) / income (net of tax) |
(2.69) |
(27.49) |
1.84 |
(27.57) |
Total
Comprehensive Income for the year (net of tax) |
12,746.92 |
20,801.30 |
11,561.69 |
19,604.38 |
Attributable to: |
|
|
|
|
Owners of the
parent |
12,936.27 |
20,801.30 |
- |
- |
Non-controlling
interests |
(189.35) |
* |
- |
- |
Notes:
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.
3. Previous year figures have been restated considering that the amalgamation of Adani
Power (Jharkhand) Limited has taken place from first day of the earliest period presented
i.e. April 1 , 2023 as required under Appendix C of Ind As 103.
Performance Highlights
Consolidated:
The key aspects of your Company s consolidated Performance during the FY 2024-25 are as follows:
a) Revenue
Your Company sold 95.9 billion units of electricity during FY 2024-25 as against 79.4
billion units in FY 2023-24 from all the plants with Plant Load Factor (PLF) increasing
from 64.7% in the previous year to 70.5% in FY 2024-25.
Capacity under operation increased from 15,250 MW in FY 2023-24 to 17,550 MW in FY
2024-25 following the acquisition of 600 MW of operational thermal plant (along with 1,320
MW of under construction thermal power plant) of Korba Power Limited ( KPL) (Formerly Known
as Lanco Amarkantak Power Limited), 1200 MW of Coastal Energy Private Limited, now
amalgamated with Moxie Power Generation Limited (MPGL) and 500 MW of Dahanu Thermal Power
plant.
The consolidated total income of your Company for FY 2024-25 stood at ` 58,905.83 crore
as against ` 60,281.48 crore for FY 2023-24 showing a decrease of 2.3%. The consolidated
revenue for FY 2024-25 comprised revenue from operations of ` 56,203.09 crore and other
income of ` 2,702.74 crore as compared to ` 50,351.25 crore and ` 9,930.23 crore
respectively for FY 2023-24. Revenue from operations for FY 2024-25 registered a growth of
11.6% over the previous year due to higher sales volume, capacity expansion partly offset
by lower tariff realisation.
Other income for FY 2024-25 registered a decrease of 72.8% over the previous year due
to recognition of higher one-time carrying cost and late payment surcharge, on account of
regulatory orders during FY 2023-24.
b) Operating and Administrative Expenses
Consolidated Operating and Administrative Expenses during FY 2024-25 were ` 34,897.65
crore, which have increased by 8.5% from ` 32,170.55 crore in FY 2023-24. The increase is
mainly due to higher fuel cost owing to higher volume offset by reduction in coal rate and
also due to higher other expenses on account of acquisitions. The percentage of Operating
and Administrative Expenses to Total Income has increased to 59.2% in FY 2024-25 from
53.4% in FY 2023-24. The increase is mainly due to higher one time income forming part of
total income during previous year.
c) Depreciation and Amortization Expenses
Consolidated Depreciation and Amortization Expenses during FY 2024-25 were ` 4,308.88
crore, which have increased by 9.6% from ` 3,931.33 crore in FY 2023-24 primarily due to
acquisitions.
d) Finance Costs
Consolidated Finance Costs during FY 2024-25 were ` 3,339.79 crore, which have
decreased by 1.4% from ` 3,388.09 crore in FY 2023- 24, mainly due to reduction in rate on
account of improved credit rating which is partially offset by increase due to
acquisitions.
e) Tax
Consolidated Tax Expense of ` 3,609.90 crore during FY 2024-25 as compared to Tax
credit of
` 37.28 crore during FY 2023-24 which was mainly due to deferred tax liability on
account of utilisation of unabsorbed depreciation.
f) Total Comprehensive Income for the year
Consolidated Total Comprehensive Income for FY 2024-25 was lower by 38.7% at `
12,746.92 crore as compared to Total Comprehensive Income of
` 20,801.30 crore in FY 2023-24.
For detailed insights into our operational performance, please refer to the operational
performance section within this Integrated Report on page 90.
Financial Performance of Key Subsidiaries
Financial Performance of Mahan Energen Limited (MEL):
Total Income for FY 2024-25 increased by 11.0% to ` 4,219.97 crore, compared to `
3,803.62 crore in FY 2023-24, driven by higher volumes from new capacity tie-ups under a
long term PPA and increased merchant sales. EBITDA for the year grew by 26.8% to `
1,893.43 crore, compared to ` 1,493.27 crore in the previous year, supported by higher
volumes and lower fuel costs. Depreciation for FY 2024-25 was ` 270.25 crore, as against `
98.39 crore in FY 2023-24, on account of higher depreciation on reversal of impairment
provisions. Finance Costs increased to ` 440.70 crore from ` 373.91 crore in FY 2023-24,
due to one time impact of other finance costs on costs being charged to P&L.
Profit Before
` 1,182.48 crore in FY 2024-25, as against ` 1,020.97 crore in the previous year.
Exceptional Items were NIL for FY 2024-25, in comparison to, Exceptional items of
` 2,950.00 crore during FY 2023-24, towards a reversal of impairment provisions. Profit
After Tax for FY 2024-25 was ` 374.19 crore, compared to ` 3,056.52 crore in FY 2023-24.
Total Comprehensive Income for the year was ` 373.35 crore, ` 3,056.57 crore in the
previous year.
Financial Performance of Moxie Power Generation Limited (MPGL):
MPGL, reported Total income of ` 1,587.34 crore for FY 2024-25 and EBITDA of ` (127.18)
crore. Depreciation charge and Finance costs for FY 2024-25 were ` 211.70 crore and `
148.65 crore, respectively. MPGL, reported Loss before Tax of ` 487.53 crore for FY
2024-25. The Total Comprehensive Loss for FY 2024-25 was ` 371.30 crore.
Financial Performance of Korba Power Limited
(KPL):
KPL contributed ` 742.49 crore towards Consolidated total income and ` 187.03 crore
towards Consolidated EBITDA. KPL's Contribution to depreciation charge and finance cost
was` 11.24 crore and ` 94.48 crore, respectively. KPL s contribution to total comprehensive
income for financial year 2024-25 was ` 60.71 crore.
Key Developments / Strategic Acquisitions/
Divestments
Acquisition and amalgamation of Coastal Energen Private Limited with Moxie Power
Generation
Limited
The National Company Law Tribunal ( NCLT) Chennai sanctioned the resolution plan submitted by the
Consortium, of which your Company is a part with a 49% share, for acquiring Coastal
Energen Private Limited (CEPL), a company undergoing the Corporate Insolvency Resolution Process
under the Insolvency and Bankruptcy Code.
The acquisition process was completed on August 31, 2024. CEPL was simultaneously
amalgamated with Moxie Power Generation Limited ( MPGL), a special purpose vehicle of the
Consortium in which APL has a 49% share. MPGL owns a 2x600 MW (1,200 MW) operational
thermal power plant in Thoothukudi (Tuticorin) District of Tamil Nadu. It has 558 MW
(gross) PPA with Tamil Nadu DISCOM.
The NCLT order has been challenged before the NCLAT, Chennai by the erstwhile Director
/ Promoter - Shareholders of CEPL. On September 6, 2024, NCLAT passed an order of status
quo ante, directing Resolution Professional to operate the power plant, which order
was modifiedby the Hon ble Supreme Court (SC) on
September 12, 2024, to status quo as was operating on September 6, 2024 (on
September 6, 2024, Consortium was operating the power plant). Pursuant to SC order, the
appeals were listed before the NCLAT on November 18, 2024 and various other dates, wherein
the applications filed by the Consortium, of challenging the maintainability of the
appeals, were heard and reserved for Orders.
Acquisition of Lanco Amarkantak Power Limited
Your Company acquired Lanco Amarkantak Power Limited ( LAPL), a company
undergoing the Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy
Code, on September 6, 2024. Subsequent to the acquisition, the name of LAPL was changed to
Korba Power Limited (KPL). KPL has an operational thermal power capacity of 2x300 MW (600
MW) at Korba, Chhattisgarh, which supplies power to Haryana and Madhya Pradesh DISCOMs
under Power selling arrangements with Power Trading Corporation Limited It is also setting
up 2x660 MW (1,320 MW) thermal power expansion capacity at this location under its
Phase-II expansion project.
Acquisition of Adani Dahanu Thermal Power
Station
Your Company acquired the 2x250 MW (500 MW) Adani Dahanu Thermal Power Station ( ADTPS), located at
Dahanu, Palghar District, Maharashtra, on September 30, 2024, through a Business Transfer
Agreement (BTA). ADTPS supplies power under a PPA to Mumbai power distribution circle of
Adani Electricity Mumbai Limited (AEML).
Acquisition of Mirzapur Thermal Energy (UP)
Private Limited
Your Company has acquired Mirzapur Thermal Energy (UP) Private Limited ( MTEUPPL) from Adani
Infra (India) Limited on June 5, 2024. MTEUPPL became a wholly owned subsidiary of your
Company on July 23, 2024. The acquisition is aimed at capacity augmentation of your
Company and for setting up infrastructure facilities on the land owned by MTEUPPL.
Acquisition of Orissa Thermal Energy Limited
Your Company acquired Orissa Thermal Energy Private Limited ( OTEPL), making it a
wholly owned subsidiary on September 27, 2024. OTEPL was converted into a Public Limited
Company on December 30, 2024, and renamed to Orissa Thermal Energy Limited (OTEL). The
acquisition is aimed at capacity augmentation of your Company and for setting up
infrastructure facilities on the land owned by OTEL.
Anuppur Thermal Energy (MP) Private Limited
Your Company acquired Anuppur Thermal Energy (MP) Private Limited ( ATEMPL) on September
27, 2024 and converted it to a wholly owned subsidiary on October 3, 2024. The acquisition
is aimed at capacity augmentation of your Company and for setting up infrastructure
facilities on the land owned by ATEMPL.
Proposed acquisition of Vidarbha Industries Power
Limited
The Committee of Creditors of Vidarbha Industries Power Limited ( VIPL), a company
undergoing Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy
Code, has approved the Resolution Plan submitted by the Company. Following this, your
Company has received a Letter of Intent from VIPLs Resolution Professional. VIPL operates
a 2x300 MW (600 MW) thermal power plant in Butibori, Nagpur, Maharashtra.
Amalgamation of Adani Power (Jharkhand) Limited with the Company
During FY 2024-25, your Company filed
Amalgamation for amalgamation of its wholly owned subsidiary, Adani Power (Jharkhand)
Limited ( APJL), with itself with effect from the Appointed Date under the Scheme, i.e. April
1, 2024. APJL owns and operates a 2x800 MW (1600) Ultra-supercritical thermal power plant
in Godda district of Jharkhand, which supplies power on a transnational basis to the
Bangladesh Power Development Board of Bangladesh. Honble National Company Law Tribunal,
Ahmedabad Bench sanctioned the Scheme of Amalgamation by its order dated April 4, 2025,
which became effective upon fulfilment of the necessary conditions on
April 25, 2025.
The amalgamation is intended to achieve size, scalability, integration, and greater
financial strength and flexibility, thereby building a more resilient and robust
organisation that can address dynamic business situations and volatility in various
economic factors in a focused manner in order to achieve long-term financial returns.
Amalgamation of Stratatech Mineral Resources Private Limited with Mahan Energen Limited
Stratatech Mineral Resources Private Limited ( SMRPL), a subsidiary of Adani Enterprises
Limited, was amalgamated with your Companys subsidiary Mahan Energen Limited (MEL) with effect from the
Appointed Date under the Scheme, i.e. April 1, 2024.
SMRPL was the successful allocatee of the Dhirauli Coal Mine under a Coal Block
Development and Production Agreement. The Dhirauli Coal Mine has a peak rated capacity to
produce 6.5 million tonnes per annum of coal and is located in close proximity to the
thermal power plant of MEL. The purpose of the amalgamation is to enhance fuel security
and cost efficiency of MEL.
Hon ble National Company Law Tribunal, Ahmedabad Bench sanctioned the Scheme of
Amalgamation by its order dated November 7, 2024, which became effective on December 4,
2024, upon fulfilment of the necessary conditions.
Credit Rating Upgrade
CRISIL Ratings has upgraded credit ratings assigned to long-term and short-term bank
loan facilities of APL to AA/Stable and assigned AA/Stable rating to its proposed NCD
issue. ICRA has assigned AA; Stable / A1+ credit rating to APL s Bank Loan
facilities. ICRA, CARE Ratings and India Ratings have assigned AA; Stable credit rating to
the proposed NCDs.
India Ratings has assigned AA/Stable rating to the a Scheme of combined facilities of
APL and the erstwhile APJL post-amalgamation, thereby upgrading the rating of APJL s facilities from
BBB/Stable to AA/Stable.
India ratings and CARE Ratings have assigned AA-; Stable rating to Long Term Bank Loan
facilities of recently acquired Korba Power Limited (KPL).
IndiaratingshaveassignedAA-;StableratingtoLongTerm Bank Loan facilities of Mahan
Energen Limited (MEL).
Top Sustainability Score in Global Electric Utilities
Your Company scored 68 in the S&P Global Corporate Sustainability Assessment (CSA)
for FY 2023-24, surpassing the sectoral average of 42 and its previous score of 48. Your
Company ranks in the top 80 percentile globally among electric utilities, excelling in
areas like Human Rights, Transparency and Reporting, Water, and Waste Management (ranking
in the top 100 percentile) and performed strongly in Energy, Occupational Health and
Safety, and Community Relationship (90 percentile or above category).
Adani Power Middle East Ltd (Incorporation of an
Overseas Wholly Owned Subsidiary)
Your Company has incorporated a wholly owned subsidiary, "Adani Power Middle East
Ltd," in Abu Dhabi, United Arab Emirates on August 26, 2024. The subsidiary will
focus on investments in power, infrastructure, and related fields.
Adani Power Global Pte. Ltd. (Incorporation of an
Overseas Wholly Owned Subsidiary)
Your Company has established a wholly owned subsidiary, "Adani Power Global Pte.
Ltd." in Singapore on June 14, 2024. The subsidiary intends to invest in power,
infrastructure, and related fields.
Power Supply Agreement with MSEDCL
Your Company entered into a Power Supply Agreement (PSA) for supply of 1,496 MW (net)
for a period of 25 years with the Maharashtra State Electricity Distribution Company
Limited (MSEDCL) on October 20, 2024, to be supplied from a new 1600 MW
Ultra-supercritical thermal power project. The thermal capacity has been awarded on
Design, Build, Finance, Own and Operate (DBFOO) basis with sourcing of fuel from coal
linkages allocated under Para B (iv) of the SHAKTI Policy. The power supply under the
proposed PSA will commence three and a half years after the appointed date as defined
thereunder in the case of Unit 1 (800 MW) and four years in the case of Unit 2 (800 MW).
Power Purchase Agreement under Captive User Policy
Mahan Energen Limited (MEL), a subsidiary of your Company, issued "Class B"
equity shares to M/s Reliance Industries Limited (RIL) on July 9, 2024, granting RIL a 26%
ownership stake in one Unit of 600 MW capacity in MEL's 1200 MW power plant at Singrauli
(Madhya Pradesh) and signed a 20-year long-term Power Purchase Agreement (PPA) for 500 MW
under the Captive User policy as defined under the Electricity Rules, 2005
This arrangement ensures a reliable power supply for RIL and enhances MEL's long-term
revenue visibility.
Credit Rating
Your Company s financial discipline and prudence is reflected in the strong
credit ratings ascribed by rating agencies. The details of credit rating are disclosed in
the Corporate Governance Report, which forms part of this Integrated Annual Report.
Dividend and Reserves
Dividend
The Board of Directors of your Company ( Board), after considering the relevant circumstances holistically and
keeping in view your Companys Dividend Distribution Policy, has decided that it would be prudent
not to recommend any dividend for the year under review. During the year, the preference
shareholders in your Company are holding 4,15,86,207 0.01% compulsorily redeemable
preference shares of ` 100 each fully paid-up. These preference shares bear dividend at
the rate of 0.01% per annum for each financial year.
Thus, a dividend aggregating to ` 4,15,862.07 to the said preference shareholders has
been paid during the year.
Dividend Distribution Policy
The Dividend Distribution and Shareholder Return 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.
Transfer to Reserves
As permitted under the Act, the Board does not propose to transfer any amount to
General Reserves. The closing balance of the retained earnings of your Company for FY
2024-25, after all appropriations and adjustments, was ` 28,758.98 crore.
Share Capital
During the year under review, there was no change in the authorised and paid-up share
capital of the Company. The equity authorised share capital of your Company is
` 24,800 crore and paid-up equity share capital of your Company is ` 3,856.94 crore.
Non-Convertible Debentures (NCDs)
In the meeting of the Board held on October 28, 2024 the proposal to raise funds by
issuing Non-Convertible Debentures (NCDs) up to ` 2,500 crore through private placement
and ` 2,500 crore through public issue was approved. Later, the management proposed to
raise . funds up to ` 11,000 crore, inclusive of the previously approved amount, through
public issue and/or private placement in one or more tranches at the Board Meeting held on
January 29, 2025..
Your Company has a secure long-term revenue stream from its power purchase agreements,
fuel supply agreements, and a profitable merchant power portfolio, making it suitable for
long-term debt instruments. Your
Company anticipates significant demand for its NCDs following the receipt of an
AA/Stable rating from credit rating agencies. Therefore, your Company enhanced and
combined the previously approved fundraising limit to
` 11,000 crore through public issue or private placement.
The proceeds from the NCDs shall be utilised for funding capital expenditure,
prepayment/repayment of debt, part-refinancing existing debt, general corporate purposes,
or any other valid purpose as deemed fit by the
Management Committee of the Board.
The issuance of NCDs will provide several benefits, including diversification of
funding sources, optimising capital structure and average maturity of debt, and enhancing
liquidity and financial flexibility.
The proposed issuance of NCDs is a strategic initiative to enhance your Company's
financial stability, support its growth objectives, and diversify its funding sources.
Public Deposits
Your Company has never accepted any deposit(s) including during the year under review.
Thus, there were no outstanding deposits within the meaning of Section 73 to 76 of the Act
read with rules made thereunder at the end of Financial Year 2024-25 or the previous
financial years.
Particulars of loans, guarantees or investments
The provisions of Section 186 of the Act, with respect to a loan, guarantee, investment
or security are not applicable to your Company, as your Company is engaged in providing
infrastructural facilities which is exempted under Section 186 of the Act. The particulars
of loans, guarantee and investments made during the year under review, are given in the
notes forming part of the financial statements.
Subsidiaries, Joint Ventures and Associate
Companies
A list of subsidiaries / associates / joint ventures of your Company is provided as
part of the notes to the consolidated financial statements.
During the year under review, the following entities were formed / acquired by your
Company / subsidiaries / joint ventures: Mirzapur Thermal Energy (UP) Private Limited
Anuppur Thermal Energy (MP) Private Limited Korba Power Limited (formerly known as Lanco
Amarkantak Power Limited) Stratatech Mineral Resources Private Limited Orissa Thermal
Energy Limited ( OTEL) (formerly known as Padmaprabhu Commodity Trading Private Limited)
and the status of OTEL has been changed from Private Limited to Public Limited with w.e.f. December 31, 2024.
Adani Power Global Pte. Ltd. (incorporated in Singapore) Adani Power Middle East
Ltd (incorporated in Abu Dhabi, United Arab Emirates) Coastal Energen Private Limited ( CEPL) (stands merged
with Moxie Power Generation Limited)
Adani Power (Jharkhand) Limited ceased to be subsidiary of your Company upon Scheme of
Amalgamation made effective from April 4, 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 of 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 officeand 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 Financial Statement as on March 31, 2025, 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, 2025, your Company s Board has total 6 (six) members comprising of one Executive
Director, two Non-Executive and Non-Independent Directors and three Independent Directors
including two Woman Directors. 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 of Directors are detailed in the Corporate Governance
Report, which forms part of this Integrated Annual Report. In the opinion of the Board,
the Independent Director(s) appointed during the year possess requisite integrity,
expertise, experience and proficiency.
Further the Board appointed Mr. Dilip Kumar Jha as
KMP of the Company the Chief Financial Officer w.e.f. April 1, 2024.
Appointment/Cessation/Change in Designation of
Directors
During the year under review, Mrs. Sangeeta Singh (DIN: 10593952) has been appointed as
an Independent Director of your Company with effect from May 1, 2024.
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. Rajesh S. Adani (DIN:
00006322) is liable to retire by rotation at the ensuing AGM and being eligible, offers
himself for re-appointment. The Board recommends the re-appointment of Mr. Rajesh S. Adani
as 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 their name appearing in the data
bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
Key Managerial Personnel:
As on the date of this report, following are Key Managerial Personnel ( KMPs) of the Company
as per Sections 2(51) and 203 of the Act: Mr. Anil Sardana, Managing Director
Mr. S. B. Khyalia, Chief Executive Officer
Mr. Dilip Kumar Jha, Chief Financial Officer*
Mr. Deepak S Pandya, Company Secretary
* appointed w.e.f. April 1, 2024
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. The
Board, with primary motive of administrative convenience, also constituted Management
Committee to review and operate day to day operations of your Company. As on March 31,
2025, the Board has constituted the following committees / sub-committees.
Statutory Committees:
Audit Committee
Nomination and Remuneration Committee Stakeholders Relationship Committee Risk
Management Committee Corporate Social Responsibility Committee
Governance Committees:
Corporate Responsibility Committee
InformationTechnologyandDataSecurityCommittee Legal, Regulatory and Tax Risk
Committee Reputation Risk Committee Mergers and 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 6 (six) times during the year under review. The intervening gap between
the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing
Regulations. The details of board meetings and the attendance of the Directors are
provided in the Corporate Governance Report, which forms part of this Integrated Annual
Report.
Independent Directors Meeting
The Independent Directors met on March 27, 2025, without the attendance of
Non-Independent Directors and members of the management. The Independent
DirectorsreviewedtheperformanceofNon-Independent Directors, the Committees and the
Board as a whole along with the performance of the Chairman of your Company, taking into
account the views of Executive Directors and Non-Executive Directors and assessed the
quality, quantity and timeliness of flow of information between the management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.
Board Evaluation
The Board carried out an annual performance evaluation of its own performance and that
of its Committees and Individual Directors as per the formal mechanism for such evaluation
adopted by the Board. The performance evaluation of all the Directors was carried out by
the Nomination and Remuneration Committee ( NRC). The performance evaluation of the Chairman, the Non-Independent
Directors, the Committees and the Board as a whole was carried out by the Independent
Directors. The exercise of performance evaluation was carried out through a structured
evaluation process covering various aspects of the Board functioning such as composition
of the Board and Committees, experience and competencies, performance of specific duties
and obligations, contribution at the meetings and otherwise, independent judgment,
governance issues, etc.
The results of the evaluation showed a high level of commitment and engagement of
Board, its various committeesandseniorleadership.Therecommendations arising from the
evaluation process were discussed at the Independent Directors meeting held on
March 27, 2025 and also at the meeting of NRC and Board, both held on March 27, 2025. The
suggestions were considered by the Board to optimise the effectiveness and functioning of
the Board and its committees.
Board Familiarisation and Training Programme
The Board is regularly updated on changes in statutory
provisions,asapplicabletoyourCompany.TheBoardisalso updated on the operations, key trends
and risk universe applicable to your Company s business. These updates help the Directors in keeping abreast of
key changes and their impact on your Company. An annual strategy retreat is conducted by
your Company where the Board provides its inputs 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 apprise 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 NRC for
identifying the persons who are qualified to become the Directors. Your Companys
Remuneration Policy is directed towards rewarding performance based on review of
achievements. The Remuneration Policy is in consonance with existing industry practice.
We affirm that the remuneration paid to the Directors is as per the terms laid out in
the Remuneration Policy. Your Company had taken shareholders approval for payment of
commission to its Independent Directors at the AGM of the Company held on June 25, 2024.
For the FY 2024-25, Board of Directors of your Company has approved payment of commission
of ` 30.00 lakhs to each of the Independent Directors.
Board Diversity
Your Company recognises 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(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. inthepreparationoftheAnnualFinancialStatements, the
applicable accounting standards have been followed and there are no material departures;
b. they have selected such accounting policies and applied them consistently and
judgements and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of 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. they have laid down internal financial controls 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 Audit Committee
has additional oversight in the area of financial risks and controls. The major risks
identified by the businesses are systematically addressed through mitigation actions on a
continual basis. Further details on the Risk Management activities, including the
implementation of risk management policy, key risks identified and their mitigations are
covered in
Management Discussion and Analysis 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
organisation 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)
The details of the CSR Committee are provided in the Corporate Governance Report, which
forms part of this Integrated Annual Report. The CSR policy is available on the website of
your Company and 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 spends of your
Company for FY 2024-25 have been utilised 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 maintain 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 and Sustainability Report (BRSR)
In accordance with the SEBI Listing Regulations, the BRSR for FY 2024-25, describing
the initiatives taken by your Company from an environment, social and governance (ESG)
perspective, forms part of this Integrated Annual Report. In addition to BRSR, the
Integrated Annual Report of your Company provides an insight on various ESG initiatives
adopted by your Company.
Annual Return
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2025
prepared in accordance with Section 92(3) of the Act is made available on the website of
your Company and can be accessed using the https://
www.adanipower.com/investors/investor-downloads.
Transactions with Related Parties
All transactions with related parties are placed before the Audit Committee for its
prior approval. An omnibus approval from Audit Committee is obtained for the related party
transactions which are repetitive in nature. All transactions with related parties entered
into during the year under review were at 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 Companys Policy on Related Party Transactions.
The Audit Committee comprises solely of the Independent Directors of your Company. The
members of the Audit Committee abstained from discussing and voting in the transaction(s)
in which they were interested.
During 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 2024-25 and hence does not
form part of this report.
During the year, the material related party transactions pursuant to the provisions of
Regulation 23 of the SEBI Listing Regulations had been duly approved by the shareholders
of your Company in the Annual General Meeting held on June 25, 2024 and through postal
ballot on November 25, 2024.
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 to the stock
exchanges, for the related party transactions.
Statutory Auditors and Auditors Report
M/s. SRBC & Co. LLP, Chartered Accountants (ICAI Firm Registration Number:
324982E/E300003) were appointed as the Statutory Auditors of your Company at the 26th
AGM held on July 27, 2022, 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 confirmed that they are not disqualified to continue as
Statutory Auditors and are eligible officeas Statutory hold Auditors of your
Company.
Representative of M/s. SRBC & Co. LLP, Statutory Auditors of your Company attended
the previous AGM of your Company held on June 25, 2024.
The Auditors Report does not contain any qualification, reservation, adverse
remark or disclaimer. The Notes to the financial statements referred in the Auditors
Report are self-explanatory and do not call for any further comments.
Secretarial Auditors and Secretarial Auditors
Report
Pursuant to the provisions of Section 204 of the Act, read with the rules made
thereunder, the Board re-appointed Chirag Shah and Associates, Practicing Company
Secretary, to undertake the Secretarial Audit of your Company for FY 2024-25. 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.
Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to
your approval being sought at the ensuing AGM scheduled on June 25, 2025, M/s Chirag Shah
and Associates, Practicing Company
Secretary (C. P. No. 3498; Peer reviewed certificate no.
6543/2025) has been appointed as a Secretarial Auditor to undertake the Secretarial
Audit of your Company for the first term of five consecutive years FY 2029-30. M/s. Chirag
Shah & Associates have confirmed that it is not disqualified to be appointed as a
Secretarial Auditor and is eligible to hold office as of your Company.
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.
Cost Auditors
Your Company has appointed M/s Kiran J. Mehta & Co., Cost Accountants (Firm Reg.
No. 000025) to conduct audit of cost records of your Company for the year ended
March 31, 2026. The Cost Audit Report for the year
2023-24 was filed before the due date with the Ministry of Corporate Affairs. Your
Company has maintained the cost accounts and records in accordance with Section 148 of the
Act and Rules framed thereunder Secretarial Standards.
Reporting of frauds by Auditors
During the year under review, the Statutory Auditors and Secretarial Auditor of your
Company have not reported any instances of fraud committed in your Company by
Company s officers as required under Section 143(12) of the Act.
Particulars of Employees
Your Company had 4,210 (standalone basis) employees as of March 31, 2025.
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 Officeof 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 and Redressal) Act, 2013 and rules made thereunder, your Company has laid down
a Prevention of Sexual Harassment (POSH) Policy and has constituted Internal Complaints
Committee (ICC) at all relevant locations across India to consider and resolve the
complaints related to sexual harassment. The ICC includes external members with relevant
experience. The ICC 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 ICC also work extensively on creating awareness on relevance of sexual harassment
issues, including while working remotely. The employees are required to undergo a
mandatory training / certification on themselves and strengthen their awareness. During
the year under review, your Company has not received any complaint pertaining to sexual
harassment.
All new employees go through a detailed personal orientation on POSH Policy adopted by
your Company.
Vigil Mechanism oremployees, to the Audit Committee,
Your Company has adopted a whistle blower policy and has established the necessary
vigil mechanism for
Directors and employees in confirmation with Section 177 of the Act and Regulation 22
of SEBI Listing Regulations, to facilitate reporting of the genuine concerns about
unethical or improper activity, without fear of retaliation. The vigil mechanism of your
Company provides for adequate safeguards against victimisation of whistle blowers who
avail of the mechanism and also provides for direct access to the Chairperson of the Audit
Committee in exceptional cases.
No person has been denied access to the Chairperson 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, your Company has received one compliant under the vigil
mechanism. One of the vendors of the Company has sent a complaint against one senior
employee of the Company. The complaint, after scrutiny by the internal audit team, has
been found frivolous, requiring no action to be taken against the employee.
Awards and Accreditations
Your Company, a frontrunner in business excellence, was honored with the prestigious Gold Category Award
by the Confederation of Indian Industry (CII) during its 32nd Excellence Summit
held on 27th November 2025 in Bangalore. This recognition was awarded for
achieving a score band of 551?600 in the Business Excellence
Maturity Assessment, reaffirming the robustness of
Adani Power s systems and processes. Additionally, your Company's Raigarh plant received the IMC RBNQ
Performance Excellence Award from the RBNQA Trust at its 28th award ceremony in
Mumbai on 23rd April 2025. This accolade was based on the plants exemplary
performance in the business excellence assessment conducted in January 2025.
205
As part of its continuous improvement journey, your Company launched INNOPOWER,
which over 22 months has seen more than 1,500 challenges registered by employees across
the organisation. This initiative has led to the initiation of around 400 improvement
projects, with over 250 projects successfully completed, engaging approximately 1,100
employees. INNOPOWER has not only fostered a culture of innovation and improvement but
also significantly enhanced employee engagement.
To celebrate these achievements, your Company hosted its first-ever INNOFest, a dedicated
event for reward and recognition. More than 150 employees from across the organisation
were honored for their contributions. In a strategic move to strengthen strategy
deployment, your Company successfully implemented the Balanced Scorecard (BSC)
framework. This initiative involved cascading the Corporate BSC into functional and power
station-level BSCs, resulting in the development of 24 Balanced Scorecards across the
organisation.
Safety
Tiroda Plant received SHRESHTHA SURAKSHA PURASKAR (Silver Trophy) in Category C from the
National Safety Council of India under the Safety Awards Scheme ? 2024.
Kawai Plant received an appreciation certificate from the National Safety council
in the safety award scheme of 2024.
Raipur Plant received ''Gold Category Award" in 9th Apex India
Occupational Health and Safety Awards 2024 in Thermal Power Sector category.
Raipur Plant received 1st Runner up position in CII SHE Excellence
Awards 2024-25 for Large Scale Manufacturing category.
Raipur Plant received a recognition by Hon ble labor minister C.G for safe industry
operation and contribution in DIHS conclave in Industries category. Raipur Plant received
recognition for Health and Safety performance in an event organised by CG Talks Raipur in
association with OHSSAI and DIHS Raipur CG in ESG, Safety, Hygiene and HR Conclave.
Raigarh Plant Team received Platinum Award in the 9th Apex India Occupational Health and Safety
Awards 2024.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014, as amended, is provided as Annexure-D
of this report.
Cyber Security
In view of increased cyberattack scenarios, the cyber security maturity is reviewed
periodically and the processes, technology controls are being enhanced in-line with the
threat scenarios. Your 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 breach 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 Companys shares by your Companys designated persons and their immediate relatives as per the
requirements under the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015. The PIT Code, inter alia, lays down the procedures to
be followed by designated persons while trading / dealing your Companys shares and
sharing Unpublished Price Sensitive Information (UPSI). The PIT Code covers your Companys obligation to
maintain a digital database, mechanism for prevention of insider trading and handling of
UPSI, and the process to familiarise with the sensitivity of UPSI. Further, it also
includes code for practices and procedures for fair disclosure of UPSI which has been made
available on your Companys website and link for the same is given in Annexure-A of
this report.
The employees undergo mandatory training / certification on this Code to sensitize
themselves and strengthen their awareness.
Insurance
Your Company has taken appropriate insurance for all assets against foreseeable perils.
General Disclosures
Neither the Non-Executive Chairman nor the Managing Director and CEO of your Company
received any remuneration or commission from any of the subsidiary 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 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 one time settlement of loan was obtained from the Banks or Financial
Institutions.
6. There were no revisions made in the financial statements and Directors Report of your
Company.
Acknowledgement
Your Directors are highly grateful for all the guidance, support and assistance
received from the Government of India, Governments of various states in India, concerned
Government Departments, Financial Institutions and Banks. Your Directors thank all the
esteemed shareholders, customers, suppliers and business associates for their faith, trust
and confidence reposed in your Company.
Your Directors wish to place on record their sincere appreciation for the dedicated
efforts and consistent contribution made by the employees at all levels, to ensure that
your Company continues to grow and excel.
|
For and on
behalf of the Board of Directors |
Date: April 30,
2025 |
Gautam S.
Adani |
Place: Ahmedabad |
Chairman |
|
(DIN: 00006273) |
|